Seneca Growth Capital VCT Plc
Annual Report and
Financial Statements
For the year ended 31 December 2024
Seneca Growth Capital VCT Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Contents
Financial Headlines                                                               
01
Financial Summary 

03
Strategic Report                                                                    
05
Our Strategy                                                                       
06
Chair’s Statement                                                                   
09
Investments 

13
Investment Manager’s Report                                                        
14
Business Review                                                                    
36
Independence, Gender and Diversity                                               
41
Independence, Gender and Diversity                                                 
42
Governance                                                                      
43
Details of Directors                                                                 
44
Directors’ Report                                                                   
45
Corporate Governance                                                              
50
Statutory Reports                                                                
55
Audit Committee Report                                                            
56
Directors’ Remuneration Report and Policy                                           
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Directors’ Responsibilities Statement                                                 
62
Auditor’s Report 

63
Independent Auditor’s Report to the Members of Seneca Growth Capital VCT Plc        
64
Financial Statements                                                             
69
Combined Income Statement                                                        
70
Ordinary Share Income Statement (Non-statutory Analysis)                            
71
B Share Income Statement (Non-statutory Analysis)                                   
72
Combined Balance Sheet                                                            
73
Ordinary Share Balance Sheet (Non-statutory Analysis)                                
74
B Share Balance Sheet (Non-statutory Analysis)                                       
75
Combined Statement of Changes in Equity                                            
76
Ordinary Shares Statement of Changes in Equity (Non-statutory Analysis)               
77
B Shares Statement of Changes in Equity (Non-statutory Analysis)                      
78
Combined Statement of Cash Flows                                                  
79
Ordinary Shares Statement of Cash Flows (Non-statutory Analysis)                      
80
B Shares Statement of Cash Flows (Non-statutory Analysis)                             
81
Notes to the Financial Statements                                                    
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Shareholder Information and Contact Details                                         
97
Directors and Advisers                                                              
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Notice of Annual General Meeting                                                    
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Seneca Growth Capital VCT Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Financial
Headlines
Seneca Growth Capital VCT Plc
01
Annual Report & Financial Statements for the year ended 31 December 2024
FINANCIAL HEADLINES
B Shares
Ordinary Shares
£17m
900p
£20m
167p
698p
518p
30p
Amount raised during the year from the issue of B shares
Ordinary share NAV plus cumulative dividends paid at 31 December 2024 (“Total Return”)
Amount invested during the year into seven investments
Ordinary share NAV at 31 December 2024
B share NAV plus cumulative dividends paid at 31 December 2024 (“Total Return”)
B share NAV at 31 December 2024
Interim dividends paid per B share during year
Seneca Growth Capital VCT Plc
02
Annual Report & Financial Statements for the year ended 31 December 2024
FINANCIAL HEADLINES
Financial Calendar
Financial Summary
The Company’s financial calendar is as follows:
Year to 31 December 2024
Year to 31 December 2023
Ordinary share
pool
B share
pool
Ordinary share
pool
B share
pool
Net assets (£’000s)
1,357
12,581
1,499
15,393
Return on ordinary activities after
tax (£’000s)
(142)
(3,600)
(1,347)
(1,324)
Earnings per share (p)
(17)
(156)
(16.6)
(6.6)
Net asset value per share (p)
167
518
18.5
70.7
Dividends paid since inception (p)
733
180
73.3
15.0
Total return (NAV plus
cumulative dividends paid) (p)
900
698
91.8
85.7
22 May 2025
Annual General Meeting will be held at 11.00 a.m.
at 9 The Parks, Haydock, WA12 0JQ
July 2025
Half-Yearly results to 30 June 2025 published
April 2026
Annual results for the year to 31 December 2025
announced and Annual Report and Financial
Statements published
Seneca Growth Capital VCT Plc
03
Annual Report & Financial Statements for the year ended 31 December 2024
FINANCIAL HEADLINES
Seneca Growth Capital VCT Plc (“the Company”,
“the VCT” or “Seneca Growth Capital”) is a Venture
Capital Trust, launched in 2001, which aims to
generate returns from a diverse portfolio of both
unquoted and AIM/AQSE quoted growth capital
investments Until 23 August 2018 the Company
was called Hygea vct plc On 9 May 2018, the
Company launched an offer for subscription for
a new B share class and made an initial allotment
of B shares on 23 August 2018, at which point the
Company’s name was changed to Seneca Growth
Capital VCT Plc and Seneca Partners Limited
(“Seneca”) was appointed as the Company’s
Investment Manager
The Company has raised £224 million under the
Company’s B share offers as at 31 December 2024
It launched a new offer of B shares on 12 September
2024 to raise, in aggregate, up to £5 million with an
About Seneca Growth Capital
VCT Plc
over-allotment facility of up to a further £5 million
(before issue costs) (the “Offer”) and had raised
£416k under this Offer by the year end
The Company’s Investment Manager, Seneca, is
registered as a full-scope UK Alternative Investment
Fund Manager (AIFM). The Company’s Board is
composed of four non-executive Directors, three of
whom are independent.
As the Company’s Investment Manager, Seneca is
responsible for the management of the Company’s
B share pool investments, whilst responsibility
for the management of the Ordinary share pool
investments has been delegated to former Chair
and non-executive Director John Hustler as the
sole remaining member of the Commercial Advisory
Committee (“CAC”) established just prior to Seneca’s
appointment as Investment Manager.
Seneca Growth Capital VCT Plc
04
Annual Report & Financial Statements for the year ended 31 December 2024
FINANCIAL HEADLINES
Strategic Report
The Directors are required by the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2014
to include a Strategic Report to shareholders.
The following sections form part of the Strategic Report:
Our Strategy
Chair’s Statement
Investment Manager’s Report
Business Review
The Company and Seneca continue to manage both
share classes in accordance with its investment
policy.
The funds raised from the issue of B shares under
the Offer and any subsequent fund raisings are not
limited to being invested in any specific sector.
Instead, the Company’s B share pool targets well
managed businesses with strong leadership that can
demonstrate established and proven propositions
and which are seeking an injection of growth capital
to support their continued development. The B share
pool made three new investments and four follow-
on investments during the year, details of which are
included on pages 14 to 35. The Company intends to
distribute a proportion of the net profits it receives
from realisations of B share pool investments by
way of special tax-free dividends. This is intended to
provide B share investors with an attractive income
stream whilst also maintaining a relatively stable
Net Asset Value (“NAV”) per B share, subject to the
requirements and best interests of the Company.
The Directors continue to seek to return to Ordinary
shareholders over time the proceeds from any
realisations in the form of dividends or by means of a
return of capital.
Venture Capital Trusts (VCTs)
VCTs were introduced by the UK Government in
1995 to encourage individuals to invest in smaller UK
companies. The Government achieved this by offering
VCT investors a series of tax benefits.
The Company has been approved as a VCT by HM
Revenue & Customs (HMRC). In order to maintain
its approval, the Company must comply with certain
requirements on a continuing basis which are
discussed further in the Business Review on pages 36
to 40. The Company has continued its compliance
with these requirements during the year, and both
share classes in the Company are eligible shares as
defined by section 273 ITA 2007.
In 2015, a sunset clause for VCT income tax relief was
introduced which meant that income tax relief would
no longer be given to subscriptions made on or after
6 April 2025, unless the legislation was renewed by
HM Treasury. On 22 November 2023, the Government
in the Autumn Statement announced the extension
of the VCT and EIS sunset clause to April 2035. The
finance bill to confirm this extension received Royal
Assent on 22 February 2024 and the extension was
confirmed via a treasury order on 2 September 2024.
Seneca Growth Capital VCT Plc
05
Annual Report & Financial Statements for the year ended 31 December 2024
STRATEGIC REPORT
Seneca was appointed as the Company’s Investment
Manager in August 2018 and is specifically
responsible for the management of the Company’s
B share pool investments. Responsibility for the
management of the Ordinary share pool investments
has been delegated to the CAC, which is made up of
those remaining members of the Board of Directors
who served immediately prior to 23 August 2018,
which is now solely John Hustler.
There has been no change during the year in the way
either share pool’s assets are managed. John Hustler
does not envisage making any new investments
from the funds in the Ordinary share pool, apart
from any follow-on investment in existing portfolio
companies where the Board believes this will protect
the Ordinary share pool’s existing investment and/
or improve the overall prospects of a timely exit
from the investee company. The Directors have not
made any new Ordinary share pool investments
during the year but will continue to monitor
portfolio companies for any follow-on investment
opportunities that are suitable should they arise and
continue to seek to return to Ordinary shareholders
over time the proceeds from any realisations in the
form of dividends or by means of a return of capital.
The Company’s latest Offer for new B shares opened
on 12 September 2024 seeking to raise up to £5
million, with an over-allotment facility of up to a
further £5 million (before issue costs). The funds
raised from the issue of B shares will not be limited
to being invested in any specific sector. Instead,
in line with the Company’s investment policy, the
Company is targeting well managed businesses with
strong leadership that can demonstrate established
and proven propositions, and which are seeking an
injection of growth capital to support their continued
development.
The Company fosters a culture of innovation, risk
mitigation and collaboration supported by policies,
practices and behaviours to further our purpose as
an investment company, seeking to provide growth
capital to leading UK SMEs which share our values,
in order to deliver on our investment strategy and
objectives as described below. The Directors will
continually monitor and assess the investment
process and ensure compliance with both the
relevant VCT regulations for qualifying investments,
summarised below, and the Company’s investment
policy, included further below. These robust internal
controls are discussed in the Business Review on
page 40, the Corporate Governance policy on pages
50 to 54 and within the Audit Committee Report on
pages 56 to 57.
Our Strategy
Qualifying Investments
Compliance with VCT tax rules and regulations is
considered with all investment decisions made.
The Company is further monitored on a continual
basis by Shoosmiths LLP to ensure compliance on
an ongoing basis. The main criteria to which the
Company must adhere include:
At least 80% of investments must be made in
qualifying shares or securities;
At least 70% of qualifying investments must be
invested into ordinary shares with no prohibited
preferential rights (investments made before 6
April 2018, from funds raised before 6 April 2011
are excluded);
At least 30% of funds raised after 31 December
2018 must be invested in qualifying investments
by the anniversary of the end of the accounting
period in which those funds were raised;
No single investment made can exceed 15% of
the total HMRC company value at the time the
investment is made; and
In respect of VCT shares issued on or after 6
April 2014, VCT status will be withdrawn if a
dividend is paid (or other forms of distribution
or payments are made to investors) from the
capital received by the VCT from that issue
within three years of the end of the accounting
period in which shares were issued to investors.
Qualifying investments can only be made in trading
companies which fall within the following limits:
Have fewer than 250 full time equivalent
employees (500 if a knowledge intensive
company);
Have no more than £15 million of gross assets
at the time of investment and no more than £16
million immediately post investment;
Its first commercial sale must be less than seven
years old (or ten years if a knowledge intensive
company) if raising State Aided funds for the first
time subject to certain exceptions;
Have raised no more than £5 million of State
Aided funds in the previous 12 months (or £10
million if a knowledge intensive company) and
less than the lifetime limit of £12 million (or £20
million if a knowledge intensive company);
Produce a business plan to show that its funds
are being raised for growth and development;
Not be in financial difficulty;
Be an unquoted company or quoted on AIM/
AQSE;
Have a permanent establishment in the United
Kingdom;
Not be under the control of any other company,
nor control any company which is not a
qualifying subsidiary of the company; and
Are operating a trade which is not an “excluded
activity”.
Seneca Growth Capital VCT Plc
06
Annual Report & Financial Statements for the year ended 31 December 2024
STRATEGIC REPORT
The Finance Act 2018 introduced a “risk-to-capital”
condition for qualifying investments, designed to
focus investments towards earlier stage, growing
businesses, and away from investments which could
be regarded as lower risk. The Board is satisfied that
the Company’s investment policy is in line with this
“risk-to-capital” condition.
The Investment Policy, as approved by shareholders
on 19 January 2018, is set out below and includes
the sections titled Investment Policy, Qualifying
Investments, Non-Qualifying Investments, Risk
Management, Borrowing and Changes to the
Investment Policy.
Investment Policy
The Company’s investment objective is to provide
shareholders with an attractive income and capital
return by investing its funds in a portfolio of both
unquoted and AIM/AQSE quoted UK companies
which meet the relevant criteria under the VCT rules.
The Company will target well managed businesses
with strong leadership that can demonstrate
established and proven propositions and which are
seeking an injection of growth capital to support
their continued development.
At least the minimum required percentage of the
Company’s assets will be invested in qualifying
investments as required by the VCT rules, with the
remainder held in cash and money market securities.
Qualifying Investments
Compliance with required rules and regulations is to
be considered with all investment decisions made.
The Company is further monitored on a continual
basis to ensure compliance.
Non-Qualifying Investments
An active approach is taken to manage any cash held,
both prior to its investment in qualifying companies
and in relation to any remaining cash after expenses
and all investment qualification targets in the VCT
rules have been satisfied. Any cash invested in non-
qualifying investments is done so in accordance
with VCT rules. The majority of cash held pending
investment in VCT-qualifying securities is held in
interest bearing instant access, short-notice bank
accounts and money market funds.
Risk Management
The Directors control the overall risk of the portfolio
by ensuring that the Company has exposure to a
diversified range of unquoted and AIM/AQSE quoted
companies. In order to limit risk in the portfolio that
is derived from any particular investment accounting
for too much of the fund, as per HMRC VCT rules, no
more than 15% of the portfolio by VCT value will be
in any one investment at the point of investment or
when an addition is made to an existing investment.
Further, investments may also be made by way of
loan stock and/or redeemable preference shares as
well as ordinary shares to generate income, whilst
ensuring compliance with whatever VCT rules apply
at the time.
Key Information Document
The EU PRIIPs regulations came into effect in
January 2018. The intent of the regulations is to
increase customer protection by improving the
functioning of financial markets and in this instance
through the Key Information Document (“KID”)
which provides shareholders with more information
about the risks, potential returns and charges within
VCTs. Although well intended, there were widespread
concerns about the application of some aspects of
the prescribed methodologies to VCTs. Specifically,
there were concerns that:
1.
the risk indicator in the KID (a number on a scale
of 1 to 7, with 1 being “lower risk” and 7 being
“higher risk”) may have understated the level of
risk; and
2.
investment performance scenarios included in
the KID may have indicated future returns for
shareholders that were too optimistic.
In what is one of the first examples of the Financial
Conduct Authority (“FCA”) confirming UK divergence
from EU rules following Brexit, revised requirements
for what information should be included in a KID
were published in March 2022 and these came into
full effect on 31 December 2022. Amongst other
changes, these revised requirements addressed both
of the concerns highlighted above by:
1.
stating that a VCT must have a risk indicator of 6
or 7 (on the same scale of 1 to 7); and
2.
replacing the investment performance scenarios
included with text describing:
a)
what the investment risks are and what an
investor could get in return;
b)
what could affect an investor’s return
positively; and
c)
what could affect an investor’s return
negatively.
As before, the Company is required to publish a KID
and retail investors must be directed to this before
buying shares in the Company. The KID is published
on the Company website www.senecavct.co.uk/
current-offer/. The KID has been prepared using the
methodology prescribed in the FCA’s guidance.
The Board is aware of the new regulations regarding
the KID and has produced a revised KID in line with
the new Regulations. The Board recommends that
shareholders continue to classify VCTs as a high-risk
investment.
Borrowing
Whilst the Board does not intend that the Company
will borrow funds (other than to manage short term
cash requirements), the Company is entitled to do
so subject to the aggregate principal amount, at the
time of borrowing, not exceeding 25% of the value
of the adjusted capital and reserves of the Company
Seneca Growth Capital VCT Plc
07
Annual Report & Financial Statements for the year ended 31 December 2024
STRATEGIC REPORT
(being, in summary, the aggregate of the issued share
capital, plus any amount standing to the credit of
the Company’s reserves, deducting any distributions
declared and intangible assets and adjusting for any
variations to the above since the date of the relevant
balance sheet). The Company did not borrow any
funds in 2024.
Changes to the Investment Policy
The Company will not make any material changes to
its investment policy without shareholder approval.
Section 172(1) Statement
The Directors discharge their duties under section
172 of the Companies Act 2006 to act in good faith
and to promote the success of the Company for the
benefit of shareholders as a whole as set out in the
Business Review from page 36. As an investment
company, Seneca Growth Capital has no employees.
The Directors assessed the impact of the Company’s
activities on other stakeholders, in particular
shareholders and our third-party advisers, as well as
the portfolio of companies.
The Board’s decision-making process incorporates,
as part of the Company’s investment policy
and investment objectives as set out on page 7,
considerations for supporting the Company’s
business relationships with the Investment Manager,
shareholders, advisers and registrar, independent
financial advisers and the impact of the Company’s
operations on the community and the environment,
which by nature of the business, only extends to the
holdings in portfolio companies.
Key stakeholders
Investors
Outside of general meetings, the Company engages
with shareholders through regulatory news service
announcements, interim and annual reports as well
as regular correspondence with shareholders and
their advisers to address any queries that arise.
The Company also hosts biannual shareholder
presentations in addition to the AGM in order to
engage directly with shareholders. Shareholder
update presentations are produced for shareholders
as a means for direct engagement, questions
and answers and to discuss the current portfolio,
investment process and objectives as well as the
wider investment market. Any shareholder queries
that arise throughout the year are discussed by the
Board and factored into any decision-making and
responses are made available to shareholders as
appropriate. The Board uses a number of measures
to assess the Company’s success in meeting its
strategic objectives with regard to shareholder
interests as detailed in the Key Performance
Indicators on page 38.
Investment Manager
The Company’s most important business relationship
is with the Investment Manager. There is regular
contact with the Investment Manager, and members
of the Investment Manager’s Growth Capital
investment team attend all of the Company’s Board
meetings. There is also an annual timetable agreed
between the Investment Manager and the Company
for matters related to the annual timetable which are
discussed at each Board Meeting. The Company and
Investment Manager also work together to maintain
efficient operation of the VCT as detailed in the Key
Performance Indicators on page 38.
Portfolio Companies
The Company holds minority investments in its
portfolio companies and it has appointed the
Investment Manager to manage the B share
portfolio, and responsibility for the management
of the Ordinary share pool investments has been
delegated to the CAC, which now solely comprises
John Hustler. While the Board has little day-to-day
involvement with the B share and Ordinary share
portfolio, the Investment Manager provides updates
on the B share portfolio at least quarterly and John
Hustler also provide updates on the Ordinary share
portfolio at least quarterly.
There were three investee company additions to the
B share portfolio and four B share pool follow-on
investments during the year. The Company achieved
two full and one partial exit in the year, as detailed
in the Chair’s Statement on pages 9 to 12 and the
Investment Manager’s Report on pages 14 to 35.
Environment and Community
The Company seeks to ensure that its business is
conducted in a responsible manner with regards
to the environment as far as is practicable given
the nature of the business as an investment
company. The management and administration
of the Company is undertaken by the Investment
Manager, who recognises the importance of its
environmental responsibilities, monitors its impact
on the environment and implements policies to
reduce any damage that might be caused by its
activities. Initiatives of the Investment Manager
designed to minimise its and the Company’s impact
on the environment include recycling and reducing
energy consumption. More details of the work that
the Investment Manager has done in this area are set
out on page 47.
Seneca Growth Capital VCT Plc
08
Annual Report & Financial Statements for the year ended 31 December 2024
STRATEGIC REPORT
I am pleased to present the Annual Report for
Seneca Growth Capital VCT Plc for the year ended 31
December 2024.
Overview
2024 was another active year for the Company, and
in particular the B share pool which completed seven
new investments in the year totalling £2 million, the
largest of which was a c.£1 million investment in
new unquoted company Forma-Care (UK) Limited.
The remaining £1 million was deployed across two
additional new B share pool investee companies and
four B share pool follow-on investments into Silkfred
Limited, Solascure Limited, Verici Dx Plc and Aptamer
Group Plc.
Whilst reductions in AIM quoted company share
prices have adversely impacted on the B share NAV
in recent times, it was encouraging to note that
UK-focused equity funds recorded net inflows for
the first time since mid-2021 in November 2024.
Whilst it is too early to conclude whether this
development could signal a turning point for AIM
company valuations and an improved B share NAV,
we continue to monitor the situation closely.
Whilst the FTSE AIM All-Share Total Return Index
declined by 3.7% over the year, this period has
also presented opportunities for strategic capital
allocation. The Company has proactively adapted
to these conditions by focusing on high-potential
unquoted investments, adding £1 million of new
unquoted investment to the B share pool unquoted
investment portfolio. Softening investor sentiment
on AIM over the year has enabled the Company
to concentrate on promising private market
opportunities, positioning the portfolio for long-term
growth.
Chair’s Statement
At the start of 2024, 37% of the B share portfolio was
invested in AIM-quoted companies. By year-end,
AIM holdings represented just 22% of the B share
net asset value (NAV), reflecting both the impact of
market movements and our strategic decision to
rebalance towards private company investments.
Despite these headwinds, the B share portfolio
remains well-positioned for future growth, with a
strong liquidity position of £3.9 million in cash as at
31 December 2024, representing 31% of the total
B Share NAV of £12.6 million. This cash balance
provides us with the flexibility to continue deploying
capital into promising opportunities, particularly in
the private company space, where we believe we can
add significant value.
Crucially, we have continued to pay B share
dividends of 3p per annum and have now paid a total
of 18p of B share dividends since 2019 which have
been largely covered by profits on exits.
Fundraising
In September 2024, the Company launched its
seventh offer for B shares and has now raised £22.4
million since 2018. I would like to welcome all new
shareholders and thank both existing and new
shareholders for their support. The share offer will
remain open until 8 August 2025 unless the offer
is filled or closed earlier at the discretion of the
Directors.
Seneca Growth Capital VCT Plc
09
Annual Report & Financial Statements for the year ended 31 December 2024
CHAIR’S STATEMENT
B Share Pool
Investment Activity and Performance
We are pleased to report that 2024 was an
active year for the B share pool, with seven new
investments added. These were made alongside
other Seneca-managed funds and bring the current
number of B share pool qualifying investments to
twenty-eight.
Of the seven investments in the year, there were
three new investments, including a £336k new
investment in a previously exited portfolio company,
and four follow-on investments.
The three new investments completed in the year
were:
£915k, including a £500k loan note, into Forma-
Care (UK) Limited (“Forma-Care”), the highly
competitive supplier of adult incontinence
products to the UK healthcare sector, including
the NHS, offering a range of solutions designed
to improve patient well-being and quality of life;
£312k into Directa Plus Plc, an existing Seneca
EIS investment and a market leading developer
and manufacturer of high-quality graphene-
based products for industrial and commercial
applications, including textiles, environmental
remediation, composites, elastomers, batteries,
and paints; and
£336k into previously exited B share portfolio
company OptiBiotix Health Plc (“OptiBiotix”), a
specialist developer of microbiome modulators
for use in food ingredients, supplements and
active compounds to improve human health.
The four follow-on investments were largely
defensive in nature and comprised:
£206k into Verici Dx Plc;
£100k into Aptamer Group Plc;
£25k into Silkfred Limited; and
£50k into Solascure Limited.
We were also encouraged that the Company’s
holdings in Bright Network Limited (“Bright
Network”), Convenient Collect (t/a “HubBox”),
Aptamer Group Plc (“Aptamer”), Northcoders Group
Plc and SkinbioTherapeutics Plc have generated
positive valuation movements, adding £600k to the
Company’s net assets (equivalent to 2.6p of NAV per
B share) during the year. Although, it is disappointing
that these positive movements were outweighed by
further reductions in the share price of the remaining
B share pool AIM quoted portfolio companies and
the failure of Old Street Labs Limited (t/a Vizibl)
which entered into administration during the year.
NAV Total Return
Over the course of the year, the B Share NAV
Total Return declined by 15.9p from 85.7p as at 31
December 2023 to 69.8p as at 31 December 2024, a
19% decrease in the financial year.
The decline in the value of the quoted B share
portfolio was driven primarily by a reduction in the
share price of four AIM-listed holdings:
Oxford Biodynamics Plc;
Celadon Pharmaceuticals Plc;
Arecor Therapeutics Plc; and
Directa Plus Plc
These four companies accounted for 73% of the
decline in value of the B share pool quoted holdings,
equivalent to a 9p reduction in B share NAV per share.
Oxford Biodynamics Plc saw a 95% fall in its
share price in the year as commercial adoption
of its diagnostic technology remained slower
than anticipated.
Celadon Pharmaceuticals Plc (“Celadon”) saw
an 87% decrease in its share price in the period
as a result of a funding delay, which significantly
impacted Celadon’s cash flow, leading the
company to manage its cash position and
creditors tightly resulting in a decline in share
price as cash pressures mounted.
Arecor Therapeutics Plc (“Arecor”) saw its share
price drop by 60% due to a heavily discounted
fundraising round reflective of the challenges
AIM companies have faced accessing capital in
this market, despite reporting an 11% increase
in revenue for 2024, reaching £5.1 million, and
continued confidence in its future prospects.
Directa Plus Plc, despite making strong
advancements in its graphene-based
technology, saw its share price fall by 33% since
June 2024 as the company adjusted its forecasts
to reflect delays in the initiation of significant
contracts, which postponed anticipated revenue
streams.
Notwithstanding the above, many of the remaining
B share pool quoted portfolio companies have made
some compelling progress in the year, including:
SkinBioTherapeutics Plc (“SkinBioTherapeutics”),
which finalised its commercial agreement
with Croda, outlining the framework for the
commercialisation of SkinBiotix which is
anticipated in 2025. Under this agreement,
SkinBioTherapeutics is entitled to tiered royalties
based on global sales revenues of any licensed
products derived from the partnership. The
company has indicated that these royalties are
structured as double-digit percentages which
could have a material impact on revenue. This
resulted in a 24% increase in SkinBioTherapeutics’
share price as at 31 December 2024 compared to
31 December 2023.
Northcoders Group Plc has continued to grow
in the tech training sector, reporting increased
revenues and an expanding customer base.
Northcoders Group Plc was also honoured as
the Best Performing Company in the Business
Process Outsourcing category at the 2024
Megabuyte Emerging Stars Awards. The launch of
their brand-new part-time software development
bootcamp that aims to make careers in tech even
more accessible and to increase the number of
people from different backgrounds taking its
courses has also contributed to the 31% increase
in share price as at 31 December 2024 compared
to 31 December 2023.
Probiotix Health Plc has achieved positive
developments in its commercial partnerships
and reported a 39% growth in sales to £1.5
million in the nine months to 30 September
2024. The company also has a strong cash
balance with no requirement for further funding
and reported an order book with record levels in
the year.
Velocity Composites Plc has benefited from
increased demand in the aerospace sector,
reporting a 40% increase in revenue to £23
million for the 2024 financial year and achieving
Seneca Growth Capital VCT Plc
10
Annual Report & Financial Statements for the year ended 31 December 2024
CHAIR’S STATEMENT
a positive adjusted EBITDA since the Covid-19
pandemic. The company anticipates further
growth in FY25 and beyond, as higher monthly
production rates are expected in the global
aerospace industry.
Gelion Plc (“Gelion”) has also continued
advancing its battery technology, securing key
industry partnerships. The company signed Joint
Development Agreements (JDAs) with Glencore
and Ionblox, significant progress towards one
of the key pillars of Gelion’s strategy, which
is to advance the commercialisation of the
Group’s next-generation battery technologies.
The company also achieved a breakthrough
402 Wh/kg energy density with Gelion’s GEN
3 Li-S technology, making it over 60% lighter
than a comparable lithium-ion battery which
was further bolstered by the acquisition and
integration of OXLiD Ltd, strengthening the
Group’s position in lithium-sulfur technology
and establishing a presence in the UK and
relationships with leading universities and
organisations.
These holdings highlight the potential for long-term
value creation within the portfolio, and we remain
confident in their ability to generate shareholder
value.
Unquoted Company Portfolio Update
The unquoted B share portfolio now consists of ten
investee companies and is also well positioned for
growth.
In particular, we are encouraged by the progress
being made by a number of companies, including:
Bright Network, which has continued to grow its
customer base and revenue, leading to a £200k
uplift in valuation based on a revenue multiple;
and
Convenient Collect Limited (trading as
“HubBox”) demonstrated strong commercial
momentum, resulting in a £236k increase in
valuation.
Seneca continues to play a proactive role in the
development of the B share pool unquoted company
portfolio in order to help companies execute against
their growth plans.
Exits
In line with our commitment to providing
shareholders with attractive income and capital
returns through strategic realisations, we are
pleased to see Seneca achieved a partial realisation
of our holding in OptiBiotix this year with the sale
of 645,000 shares at an average price of 30.6p per
share, generating £200k in proceeds and a profit of
£69k, representing a 1.54x return on investment cost.
Seneca has achieved eleven full and partial B share
pool exits to date with a weighted average return of
1.7x investment cost, delivering profits of £2.4 million
versus investment cost to date.
Ordinary Share Pool
Our shareholders will recall that the objective of
the Ordinary share pool is to focus on achieving
profitable realisations where possible in order to
return capital to shareholders as we continue to wind
down this share class. The NAV per Ordinary share
declined modestly from 18.5p to 16.7p during the
year, with total return moving from 91.75p to 89.95p.
There were no changes in the unquoted portfolio,
which currently has three unquoted qualifying
holdings which are held at nil value.
Within the quoted Ordinary Share portfolio, Scancell
Holdings Plc (“Scancell”) remains the largest holding,
representing 75% of the Ordinary Share NAV, with
a valuation of £1 million as at 31 December 2024.
Whilst Scancell’s closing bid price as at the financial
year end was the same as its opening bid price
for the period of 10.5p per share, there was a 30%
increase in Q3, allowing the Company to realise
350,000 shares at an average price of 19.35p per
share, generating £47k in profit at a 3.2x return.
Arecor, the second-largest holding in the Ordinary
share pool, saw its share price fall from 180p to 72p,
a 60% decrease, leading to a £242k reduction in the
Ordinary share pool NAV. With the Scancell share
price closing the year in line with its opening share
price, the decline in the Arecor share price was the
main contributor to the 1.8p decrease in Ordinary
Share NAV for the year.
Share issues and buybacks
During the year the Company has allotted 2,788,399
B shares raising gross proceeds of £1.7 million in the
process.
During the year, the Company repurchased 300,303
B shares as part of our B share buyback policy
(representing 1.38% of the opening number of B
shares in issue as at 31 December 2023). Further
details can be found in Note 13 of the financial
statements. The Board continued to buy back shares
in the period from shareholders at no greater than a
5% discount to NAV per B share.
Annual General Meeting (“AGM”) and shareholder
event
The Company’s AGM will be held at 11:00 a.m. on
Thursday, 22 May 2025 at the Company’s registered
address 9 The Parks, Haydock, WA12 0JQ.
For any shareholders wishing to attend the AGM this
year in person, we request that you please inform
us in advance by e-mailing enquiries@senecavct.
co.uk so that we may register your attendance with
the facilities manager in order to issue you with the
appropriate attendance pass. We will also be hosting
our bi-annual shareholder update presentation with a
question and answer (Q&A) session included, starting
at 11:00 a.m. on 14 May 2025. Shareholders should
note that only the formal business set out in the
notice of AGM will be considered at the AGM and we
encourage shareholders to attend the presentation
and ask questions prior to the AGM. Further details
about the shareholder update presentation can be
found on the Company’s website at www.senecavct.
co.uk/shareholder-update/april-2025/.
We strongly encourage shareholders to vote on
the matters of business through the completion
of a proxy form, which can be submitted to the
Company’s Registrar. Proxy forms should be
completed and returned in accordance with the
instructions thereon and the latest time for the
receipt of proxy forms is 11:00 a.m. on 20 May 2025.
Proxy votes can also be submitted by CREST where
shares are so held.
Seneca Growth Capital VCT Plc
11
Annual Report & Financial Statements for the year ended 31 December 2024
CHAIR’S STATEMENT
The Notice of the AGM includes resolutions
empowering the Directors to issue further B shares
following the date of the AGM. This requires
authorisation for the Directors to be able to allot
up to a further 35,000,000 B shares. Including
these resolutions in the AGM business will avoid
the Company having to convene a separate general
meeting to approve the necessary increase in share
capital for our future fundraising, which will be
announced following the closure of the current
Offer.
A summary of the resolutions to be proposed by the
Company at the AGM is included on page 49.
VCT Qualifying Status
Shoosmiths LLP provides the Board with advice
on the ongoing compliance with HMRC rules and
regulations concerning VCTs. They have confirmed
that the Company remains compliant with all the
appropriate VCT qualifying regulations as at 31
December 2024.
Fund Administration
Our administration is conducted by Seneca at the
Company’s registered address. Neville Registrars
Limited (“Neville”) continues to maintain the
shareholder register. All information in respect
of both share classes including Annual Reports
and notices of meetings can be found on our
website www.senecavct.co.uk. We would remind
shareholders who have not opted for electronic
communications that this is more efficient, cost
effective and ecologically friendly than receiving
paper copies by post and we therefore encourage
you to contact Neville, whose details are on page 99,
to advise them of your wish to switch to electronic
communication.
Auditor
Royce Peeling Green Limited (“RPG”) has audited the
Company’s financial statements for the year ending
31 December 2024. Shareholders will be asked to
appoint RPG at the AGM for the audit of the financial
statements for the year ending 31 December 2025.
Outlook
We were pleased to complete seven new B share
pool investments in the period, increasing the total
number of B share investee companies to twenty-
eight and significantly boosting diversification of the
B share pool. The B share pool now has a spread of
investments across nine different sectors, with no
more than 23% exposure to any single sector. This
diversification strengthens our position and reflects
the Investment Manager’s ability to source and
secure attractive opportunities, even in a challenging
market environment.
Investment activity and fundraising contracted
across the whole of the VCT sector during the year,
driven largely by ongoing economic challenges,
including increased interest rates, persistent
inflationary pressures, elevated debt levels, the
threat of a global trade war and subdued confidence
among both consumers and businesses.
In response to this evolving environment, we
remain focused on identifying and backing high-
potential growth businesses. Our investment strategy
increasingly prioritises unquoted companies, where
we seek to take larger, more meaningful stakes
that allow us to play an active role in shaping their
strategic direction and accelerating their expansion.
This hands-on approach is designed to enhance
long-term value creation and generate attractive
returns for our shareholders.
Looking ahead to 2025, we anticipate increased
fundraising through the ongoing B share offer and
the addition of new growth capital investments
to the B share portfolio. Seneca is excited about
the growth potential of the B share pool and
the progress being made by existing portfolio
companies. Seneca also has a number of investments
in the later stages of due diligence, reflecting our
commitment to actively identifying and pursuing
new opportunities. A greater proportion of these
investments will be in private companies, aligning
with our strategic focus and enabling us to balance
the portfolio in response to prevailing market
conditions.
We remain dedicated to continuing the
diversification and improvement of the performance
of the B share portfolio whilst capitalising on
emerging growth opportunities.
To that end, the
Board continues to engage with Seneca to explore
ways to further refine the strategic focus of the B
Share pool, ensuring that future investments offer
the strongest potential to generate attractive profits
and enhance the B Share NAV.
Additionally, we continue to monitor the Ordinary
share portfolio for opportunities to generate
profitable returns for shareholders, particularly
through dividend distributions following the
realisation of holdings, with the ultimate objective of
merging the two share classes when appropriate.
We remain confident in the long-term outlook for
venture capital and our portfolio. By maintaining
our disciplined investment approach and leveraging
our sector expertise, we believe we can navigate
the current economic landscape and continue to
generate compelling returns for our investors over
the years ahead.
Ian Dighé
Chair
23 April 2025
Seneca Growth Capital VCT Plc
12
Annual Report & Financial Statements for the year ended 31 December 2024
CHAIR’S STATEMENT
Investments
Seneca Growth Capital VCT Plc
13
Annual Report & Financial Statements for the year ended 31 December 2024
INVESTMENTS
Investment Manager’s Report
We have set out in this section further details in relation to the development of both the B and Ordinary share
pools and their respective investee companies during 2024.
The B Share Pool
Investment Activity and Performance
Seneca is pleased to have added seven additional investments to the B share portfolio in the period, across
various sectors and comprising both AIM quoted and unquoted companies. Following one partial exit in the year
there were twenty-eight investee companies at the year end.
We continue to deliver on our investment strategy of providing a diverse spread of investments for B
shareholders and believe that this remains the most effective strategy to deliver our target returns.
B share portfolio split by carrying value as at 31 December 2024*
Unquoted investee companies
69%
AIM quoted investee companies
31%
69%
31%
* Split represented by investment value as at 31 December 2024
Seneca Growth Capital VCT Plc
14
Annual Report & Financial Statements for the year ended 31 December 2024
INVESTMENTS
The NAV Total Return declined by 15.9p in the year, 12.5p of which is attributed to the £2.9 million decline in the value
of the AIM holdings portfolio. The NAV Total Return per B share was 69.8p as at 31 December 2024 (2023: 85.7p).
The negative revenue return of 0.2p per B share (2023: negative 1.4p per B share) for the year is principally a
result of the impact of the Company’s running costs on the B share pool; however, shareholders will recall that
the Company’s total running expenses are capped at 3% of the B share NAV. As a result, Seneca reduced its
annual management fee for 2024 from £281k to £214k (2023: £298k to £228k) to ensure the Company’s annual
running expenses stayed within this 3% limit.
The negative capital return of 15.4p per B share (2023: negative 5.2p per B share) for the year was principally due
to the decrease in the value of the B share pool’s AIM holdings, slightly offset by the gain on disposals for the year
which totalled £69k.
Seneca completed two follow-on investments into B share AIM quoted companies, Verici Dx Plc (“Verici”) and
Aptamer, and completed two follow-on investments into unquoted B share portfolio companies Silkfred Limited
and Solascure Limited during the year. Seneca also completed three new investments, including previously exited
AIM quoted B share pool portfolio company OptiBiotix, Seneca EIS AIM quoted portfolio company Directa Plus
Plc and new unquoted company Forma-Care. Together, the seven investments in the year totalled £2 million,
£1 million of which was invested into unquoted companies and £1 million into quoted companies. The total value
of the B share portfolio as at 31 December 2024 is £8.8 million.
Business Services
23%
Pharma / Biopharma
22%
Software
19%
Health & Consumer
19%
Manufacturing
6%
Technology
5%
Pharmatech / Biotech
4%
Retail
2%
19%
22%
5%
4%
6%
23%
19%
B share portfolio split by sector as at 31 December 2024
Seneca Growth Capital VCT Plc
15
Annual Report & Financial Statements for the year ended 31 December 2024
INVESTMENTS
New investments made in the year:
Unquoted Investments
Forma-Care (UK) Limited
(“Forma-Care”)
July 2024
New investment of £915k
EIS co-investment of £110k
Health & Consumer
Forma-Care is a new B share pool investee company. Forma-Care
was established in 2019 and acts as a preferred supplier of adult
incontinence products to the NHS, care homes and trade buyers.
The business has established a strong position as a supplier to the
NHS with a number of NHS Trusts using the company’s products
in acute settings, as well as there being a significant opportunity as
the NHS continues to expand its home care / delivery offerings. As
a result, Forma-Care has built an exceptional market position and
has a unique opportunity to continue its growth trajectory over the
coming years.
The company closed a £1.3 million funding round, led by a £1
million investment from Seneca (across EIS and VCT funds) in July
2024. The business is now showing the progress envisaged in the
initial business plan and demonstrating strong commercial traction
and sales growth.
Silkfred Limited (“Silkfred”)
November 2024
New investment of £25k
Retail
SilkFred is an existing B share portfolio investee company. Seneca
had previously invested £500k in December 2018. Silkfred is a UK-
based online fashion retailer that specialises in offering unique and
independent clothing, accessories and footwear from boutique
brands. The company serves as a platform that connects small,
emerging designers with customers looking for distinctive and
trend-driven styles not typically found in mainstream retail outlets.
SilkFred focuses on providing a curated shopping experience,
emphasizing quality, originality, and support for independent labels.
It primarily caters to women and aims to make boutique fashion
accessible through its user-friendly website and strong social media
presence.
SilkFred experienced challenging trading conditions over the past
18 months, leading to a tight cash position in Q4 2024. To address
this, the company undertook a short-term funding round in
November 2024, raising £400k. Seneca invested £25k in this bridge
round. The company is now undertaking a wider funding round in
order to improve its cash position and expand its product offering.
Solascure Limited (“Solascure”)
December 2024
New investment of £50k
Pharma/Biopharma
Solascure is a current B share portfolio investee company. Seneca
previously invested £750k in 2021 across two investment rounds.
Solascure is an early stage wound care specialist, originally spun
out of and working alongside BRAIN (world leading German
biotech company), to develop a new-to-market wound care
product. The business deconsolidated from BRAIN Biotech
(BRAIN) in 2019 and subsequently brought in additional strategic
investment from Eva Pharma (c.£2m). Solascure’s Aurase product
is a gel-based product that efficiently and gently cleans wounds,
making the healing process much more straightforward.
In December 2024, the business opted to extend current cash
runway by closing a blended equity / convertible loan note round
to address feedback from potential partners and funders for
phase 2b and phase 3 trial work. Seneca invested £50k via a VCT
qualifying convertible loan note structure, alongside other material
shareholders and management. Following a successful Phase IIa
safety trial of Aurase Wound Gel, Solascure is now able to explore
higher concentrations of the gel through further trials. A follow-up
phase II trial with higher dose concentration has been planned for
2025, with first patients successfully enrolled in January 2025.
Seneca Growth Capital VCT Plc
16
Annual Report & Financial Statements for the year ended 31 December 2024
INVESTMENTS
AIM Quoted Investments
Verici Dx Plc (“Verici”)
February 2024
New investment of £206k
EIS co-investment of £306k
Pharmatech/Biotech
Verici is a current B share portfolio investee company. Seneca
previously invested £280k in March 2022. Verici is a developer of
advanced clinical diagnostics for organ transplant. In January 2024,
Verici secured a new research collaboration funded by a four-year
grant. Shortly thereafter, the company completed a successful
fundraise of £6.5 million in February 2024 in which the VCT
participated. The company boasts sufficient cash runway as a result
of new contract wins, including a recent deal with Thermo Fisher
Scientific, and the successful equity raise at the start of the period.
OptiBiotix Health Plc
(“OptiBiotix”)
March 2024
New investment of £336k
EIS co-investment of £214k
Health & Consumer
The B share pool originally invested in OptiBiotix in April 2020 and
Seneca was able to achieve a successful full exit in 2023 due to
positive progress made in the business and an increase in share
price allowing Seneca to achieve a 1.4x return for shareholders.
Following our exit, the AIM market, and in particular OptiBiotix’s
share price, began to decline despite continued positive trading
performance. OptiBiotix was seeking finance for a new product
launch and to fund continued commercial progress across
existing products. Presented with the opportunity to reinvest in a
business well-known to Seneca, which continues to demonstrate
strong year-on-year revenue growth with improved margins at
a favourable valation, Seneca invested £336k from the VCT and
£214k from its EIS funds in March 2024. OptiBiotix successfully
raised a total of £1.4 million as part of the fundraise.
Directa Plus Plc (“Directa”)
June 2024
New investment of £312k
EIS co-investment of £238k
Manufacturing
Directa is a new B share portfolio investee company and one of the
largest global producers and suppliers of graphene nanoplatelets-
based products. Directa was an existing EIS investment for Seneca
and the business and management team were well-known to the
Investment Manager. Directa successfully raised £6.8 million in
June 2024, including £312k from the VCT for growth capital to
strengthen the commercial and operational capabilities, for capital
expenditure and for working capital needs which will provide
sufficient cash runway to profitability for the business.
Aptamer Group Plc (“Aptamer”)
August 2024
New investment of £100k
Pharmatech/Biotech
Aptamer is a current B share portfolio investee company. Seneca
previously invested £580k in December 2021. Aptamer is a leader in
the provision of aptamer discovery services and the development
of aptamer-based reagents. The Group solves intractable problems
for biotech and big pharma by developing molecular binders
called aptamers, as an alternative to antibodies which fail to
perform 50% – 60% of the time. Led by an experienced team,
Aptamer has developed novel, proprietary aptamer technology,
known as Optimer® binders, which offer further performance and
commercial benefits in addition to those of standard aptamers.
The company raised £2.8 million in August 2024 following a
period of cost rationalisation and changes to the senior team and
commercial strategy. Seneca viewed this round as an opportunity
to support the company, which is demonstrating good progress.
Seneca invested £100k at a share price of 0.2p achieving an
average share price of 1.35p for both rounds of the B share pool’s
investment into Aptamer. The board has been strengthened with
Dr Adam Hargreaves, who founded drug development contract
research organisation Pathcelerate Ltd, moving to Chair as part of
this fundraise and with Andrew Rapson being appointed CFO. The
£2.8 million fundraise should provide sufficient working capital to
cover costs in the near term alongside growing fees for service and
to bring license opportunities to fruition.
Seneca Growth Capital VCT Plc
17
Annual Report & Financial Statements for the year ended 31 December 2024
INVESTMENTS
Dividends
The two B share dividends paid during the year were
in line with the Company’s dividend ambitions to pay
at least 3p per year. The majority of dividends paid to
date have been covered by profits achieved through
the eleven full and partial B share pool realisations
achieved since the launch of the B share pool in
2018. Furthermore, the Company has sufficient
distributable reserves to enable the continued
declaration of B share dividends over the medium
term subject to Board approval, B share pool
investment activity and liquidity levels. The Company
had £19.6 million of special distributable reserves
as at 31 December 2024, £332k of which were
distributable as at the financial year end (2023: £2.6
million). As at 1 January 2025, £5.6 million became
available under the three year VCT rule resulting in a
total of £5.9 million available for distribution as at 1
January 2025.
AIM continued to provide opportunities to de-risk existing holdings by harvesting profits. As such we took the
opportunity to realise 645,000 shares in OptiBiotix, which represented 38% of the original holding of 1,681,343
shares, generating gross proceeds of £200k and profits of £69k. These were sold at an average share price of
30.6p per share providing a return of 1.5x versus average original investment cost.
3p
paid in 2024
18p
in total
Exits – Total exits to date have built our cumulative exit track record:
5
6
£55m
£25m
17x
Full exits to date
Partial exits to date
Gross exit proceeds
Profits generated
Average money multiple
from launch to 31 December 2024
Current B share pool unquoted company portfolio
The value of the B share pool’s holding in Bright Network was uplifted based on progress being made by the
business, which has resulted in a c£200k increase in carrying value, to £1.2 million.
The Company has also uplifted the value of unquoted B share portfolio holding in
HubBox, which was driven
by material commercial progress and revenue growth since the last investment round in December 2022. The
valuation for our holding in HubBox increased by c.£236k, resulting in a total carrying value of £952k.
The net movement in the unquoted B share portfolio was however a loss of £579k with the impact of the valuation
increases from Bright Network and HubBox being outweighed by the impact of the £1 million write down of
unquoted B share portfolio company Old Street Labs Limited t/a “Vizibl”, which entered administration in the year
as a result of the loss of key customer revenue.
Please refer to pages 22 and 24 to read more about the progress being made by both Bright Network and HubBox.
Seneca Growth Capital VCT Plc
18
Annual Report & Financial Statements for the year ended 31 December 2024
INVESTMENTS
Co-investing With Seneca EIS Funds
More generally we continue to develop Seneca’s position in the market as an active growth capital investor and
up to 31 December 2024, Seneca has raised and deployed more than £150 million of EIS and VCT capital into
over 80 SME companies, through over 150 funding rounds, since we undertook our first EIS investment in 2012.
This includes over £18 million raised and deployed to date by the B share pool, a significant proportion of which
has been co-invested with Seneca EIS funds. Seneca has recently made its 45th exit from its EIS funds and has
now returned more than £85 million of exit proceeds to investors.
The twenty-eight investments in the B share portfolio had a value of £8.8 million as at 31 December 2024 and
all but three are co-investments with EIS funds also managed by Seneca. We believe that the opportunity for the
Company’s B share pool to co-invest with EIS funds that are also managed by Seneca provides the B share pool
with a number of advantages including being able to participate in a higher number of investments, of a larger
scale, into more established businesses than would be possible for the B share pool on a standalone basis.
Further, as a result of Seneca’s position in the UK market as an active growth capital investor we maintain a
strong pipeline of investment opportunities, particularly in the North of England, with a focus on well managed
businesses with strong leadership teams that can demonstrate established and proven propositions in addition
to growth potential.
Fundraising
Our sixth B share offer concluded in August 2024, bringing total funds raised to £22 million. Our fundraising
efforts have since continued under our seventh B share Offer, with a further £416k being raised under this Offer
as at 31 December 2024. We are encouraged by the funds raised and remain focused on increasing the size of
the B share pool, which will in turn allow us to increase the number and diversity of new investments that we
make.
Outlook
We continue to remain highly active and selective of
our investment opportunities in the current market,
leveraging our strong network and investment
expertise to source and secure compelling
opportunities. We are encouraged by the quality
of opportunities, particularly private company
investments, in the current pipeline which we feel
offer attractive growth prospects for value creation.
Despite broader market headwinds, the majority of
our portfolio companies continue to perform well,
guided by experienced management teams that we
trust to navigate the evolving landscape effectively.
In addition to seeking new investments, we are
dedicated to providing ongoing support to our B
share investee companies as they advance through
their growth stages.
We also continue to work closely with the Board to
further refine the strategic focus of the B share pool,
with a shared commitment to ensuring that future
investments offer the strongest potential to generate
attractive profits and enhance the B Share NAV.
Following the realisations made in the year and with
the benefit of special distributable reserves from
the capital reduction undertaken in 2023, we are
confident in our ability to sustain B share dividends in
line with our dividend policy. We are pleased to have
declared an interim B share dividend of 1.5p per B
share on 19 March 2025, with payment scheduled for
23 May 2025.
Looking ahead, we are excited about the continued
expansion of the B share portfolio, with several
investment opportunities currently in advanced due
diligence. With strong cash reserves and ongoing
fundraising under the current Offer, we believe
the Company is well-positioned to build on this
momentum and drive further growth in the portfolio.
Seneca Growth Capital VCT Plc
19
Annual Report & Financial Statements for the year ended 31 December 2024
INVESTMENTS
Investment Portfolio –
B shares
Equity
held
%
Investment
at cost
£’000
Unrealised
profit/(loss)
£’000
Carrying
value at
31 December
2024
£’000
Movement
in the year to
31 December
2024
£’000
Solascure Limited
2.7
800
333
1,133
-
Bright Network (UK) Limited
2.5
594
650
1,244
185
Convenient Collect Limited
5.4
716
236
952
236
Forma-Care (UK) Limited
47.8
938
-
938
-
Fabacus Holdings Limited
1.5
500
202
702
-
Alderley Lighthouse Labs
Limited
15.2
585
20
605
-
Geomiq Limited
1.1
334
-
334
-
Silkfred Limited
5.3
525
(350)
175
-
Old Street Labs Limited
6.4
1,000
(1,000)
-
(1,000)
Ten80 Group Limited
7.5
400
(400)
-
-
Total unquoted investments
6,392
(309)
6,083
(579)
Unquoted Investments
Seneca Growth Capital VCT Plc
20
Annual Report & Financial Statements for the year ended 31 December 2024
INVESTMENTS
Shares
held
Investment
at cost
£’000
Unrealised
profit/(loss)
£’000
Carrying
value at
31 December
2024
£’000
Movement
in the year to
31 December
2024
£’000
Poolbeg Pharma plc
7,550,000
755
(227)
528
(136)
Velocity Composites plc
1,740,000
696
(244)
452
(157)
SkinBioTherapeutics plc
1,857,107
297
37
334
65
ProBiotix Health plc
3,722,4451
777
(572)
205
(19)
Arecor Therapeutics plc
252,947
620
(438)
182
(273)
OptiBiotix Health plc
1,036,343
207
(26)
181
(26)
Aptamer Group plc
50,495,726
680
(503)
177
71
Northcoders Group Plc
100,000
300
(130)
170
40
Verici DX plc
3,088,753
486
(378)
108
(174)
Directa Plus plc
1,734,033
312
(208)
104
(208)
Oxford BioDynamics Plc
5,067,628
775
(704)
71
(1,322)
Engage XR Holdings Plc
9,391,704
376
(324)
52
(127)
Celadon Pharmaceuticals Plc
320,956
530
(485)
45
(308)
Gelion plc
250,492
363
(326)
37
(23)
TheraCryf plc
5,000,000
400
(375)
25
(50)
Polarean Imaging Plc
1,644,070
986
(966)
20
(78)
Abingdon Health plc
78,250
75
(69)
6
(2)
Bidstack Group Plc
32,123,391
916
(916)
-
(161)
Total quoted investments
9,551
(6,854)
2,697
(2,888)
Total investments
15,943
(7,163)
8,780
(3,467)
Quoted Investments
Initial
Investment
Date
No of
Shares sold
Investment
at cost
£’000
Sale
Proceeds
£’000
Realised
profit/(loss)
£’000
Exit
Multiple
OptiBiotix Health Plc*
March
2024**
645,000
129
198
69
1.5
Total
645,000
129
198
69
15
*Partial exit
** The B share pool originally invested in OptiBiotix Health Plc in April 2020 and achieved a full 1.4x exit in 2023. Seneca
was able to invest again in March 2024 at 20p per share when OptiBiotix Health Plc was seeking finance for a new
product launch and to fund continued commercial progress across existing products. Share price performance meant
Seneca was able to harvest profits achieving an average weighted return of 1.5x original investment cost in July 2024.
Exits for the Year
Seneca Growth Capital VCT Plc
21
Annual Report & Financial Statements for the year ended 31 December 2024
Seneca Growth Capital VCT Plc
21
INVESTMENTS
Bright Network (UK) Limited
Round 1 investment date:
March 2020
Round 2 investment date:
July 2023
Cost:
£594k
Valuation:
£1,244k
Equity type:
Unquoted
Last statutory accounts:
31 March 2024
Turnover:
£10.3 million
Loss before tax:
£1.4 million
Net assets:
£7.9 million
Valuation method:
Revenue Multiple
B Share Pool –
Investment Portfolio
Listed below are details of the Company’s ten largest B share pool investments
by value as at 31 December 2024
Bright Network is a media technology platform
which enables blue-chip employers to reach, identify
and recruit high-quality graduates and young
professionals. London-based Bright Network is led by
serial entrepreneur James Uffindell, who previously
established, grew, and successfully exited from another
business in the education sector.
Its platform uses advanced data analytics and cutting-
edge technology to pre-screen candidates and
ensure that its membership contains only the top 20%
of graduate talent. The quality of Bright Network’s
membership helps drive efficiencies in the recruitment
process and improved candidate shortlisting outcomes
for employers. As a result, the business has established
a strong client base of over 300 employers, which
includes global blue-chip organisations such as
Bloomberg, Deloitte, Goldman Sachs, Morgan Stanley,
PwC, P&G, SkyScanner and Vodafone.
Progress made by the company in 2024 includes:
Continued growth in the German market where the
company held its inaugural Women in Banking &
Finance event. New clients in that market include
Goldman Sachs, Citi and Deutsche Bank.
Product and technology improvements are ongoing
specifically to deliver better client engagement and
improve ROI for customers.
Enhanced digital performance was complemented
by the Autumn events season whereby five flagship
events brought together 174 clients and more than
7,200 members.
One specific project was the company’s Technology
Academy supporting a major UK bank build out its
internal capability.
Seneca Growth Capital VCT Plc
22
Annual Report & Financial Statements for the year ended 31 December 2024
INVESTMENTS
Solascure Limited
Round 1 investment date:
January 2021
Round 2 investment date:
November 2021
Round 3 investment date:
December 2024
Cost:
£800k
Valuation:
£1,133k
Equity type:
Unquoted
Last statutory accounts:
30 June 2024
Turnover:
Not Disclosed
Profit/loss before tax:
Not Disclosed
Net assets:
£4.9 million
Valuation method:
Price of last
fundraise (reviewed
for any fair value
adjustment)
Solascure is an early stage wound care specialist,
originally spun out of and working alongside BRAIN
(world leading German biotech company), to
develop a new-to-market wound care product.
Solascure’s Aurase product is a gel-based product
that efficiently and gently cleans wounds, making
the healing process much more straightforward. Pre-
clinical work has been extremely positive and the
clinical trial is now underway.
Chronic wounds are a growing global problem,
and alternative methods of treatment for hard to
heal wounds are extremely expensive, ineffective,
impractical and slow. Solascure’s proprietary
technology utilises “maggot theory” debridement
without the cost or labour input of live maggots. In
simple terms, it uses maggot enzymes to facilitate
and also promote the body’s own wound cleansing
processes. Core benefits of the product are the clear
practical elements, as well as the reduced time scale
to full debridement without delaying wound healing.
Progress made by the company in 2024 includes:
Successfully closed a £1 million funding round, made
up of convertible loan note and equity investment.
The round was supported by all major shareholders
in the business, demonstrating confidence in the
primary assets and progress made to date.
Being selected to receive further European Innovation
Council (EIC) funding, enabling the team to continue
to develop its groundbreaking technology. The
receipt of this grant is a significant recognition of the
company’s technology and will propel the ongoing
development of Aurase Wound Gel.
Following a successful Phase IIa safety trial of Aurase
Wound Gel, Solascure are now able to explore
higher concentrations of the gel through further
trials. A follow up phase II trial with higher dose
concentration has been planned for 2025, with first
patients successfully enrolled in January 2025.
Significant interest in future investment rounds to
fund phase 2b and phase 3 clinical trial, with data
points from the 2025 clinical study expected to be
key to those partnership discussions.
Seneca Growth Capital VCT Plc
23
Annual Report & Financial Statements for the year ended 31 December 2024
Seneca Growth Capital VCT Plc
23
INVESTMENTS
HubBox has developed plug-and-play software
that gives shoppers a choice between home
delivery and local pickup when they check-out on
a retailer’s website. This software has been created
in conjunction with the largest global delivery
network providers (including UPS and DPD) and is
compatible with major ecommerce platforms like
Shopify. Couriers are facing eroding margins on
home deliveries as costs associated with the ‘last mile’
problem rise, and retailers are suffering from lost
deliveries and failed delivery charges.
HubBox provides ecommerce software that integrates
with both the retailer and the courier, enabling the
retailer to offer shoppers the option to Click & Collect
from the courier’s network of Pick-Up Points. The
software turns what would otherwise be a complex,
costly and lengthy piece of custom development
work for retailers into a simple integration that can be
completed in a matter of hours.
Progress made by the company in 2024 includes:
Growth in recurring revenue as the business
continues to attract new retail customers in both
the UK and the USA. Customers include Selfridges,
Gymshark and Birkenstock.
Continued strengthening of the senior management
and technology teams including a recently appointed
Network Partner Director whose role will be integral
to geographical expansion.
Innovation in the software itself to build additional
features and optimise functionality which provides
increased insight for retailers and helps to drive
adoption and conversion rates.
The maintaining of excellent relations with the major
carrier networks with whom HubBox partners to
promote the use of out of home delivery. In 2024
additional carrier relationships were also cemented
as HubBox seeks to become a market-wide solution.
Convenient Collect Limited
(t/a HubBox)
Initial investment date:
December 2022
Cost:
£716k
Valuation:
£952k
Equity type:
Unquoted
Last statutory accounts:
31 December 2023
Turnover:
Not Disclosed
Profit/loss before tax:
Not Disclosed
Net Assets:
£447k
Valuation method:
Revenue multiple
Seneca Growth Capital VCT Plc
24
Annual Report & Financial Statements for the year ended 31 December 2024
Seneca Growth Capital VCT Plc
24
Annual Report & Financial Statements for the year ended 31 December 2023
INVESTMENTS
Forma-Care, based in Durham, is a leading supplier
of adult incontinence products into the NHS and
private sector. The business, established in 2019,
sells market leading products at a lower price point
than competitors, driven by a well-established
supply chain and network of high quality production
partners.
Forma-Care sell direct to NHS trusts, through the
NHS Supply Chain framework and into the private
sector through distribution partners.
Progress made by the company in 2024 includes:
Successfully closed a £1.3 million funding round
in July 2024 led by Seneca Growth Capital VCT,
investing £915k into the business alongside Seneca
EIS funds and incoming Chair James Steele.
Onboarded by multiple NHS Trusts as lead supplier of
adult incontinence products for patients in their own
home.
New product launches taking the business from a
supplier of predominantly body-worn products, into
a much more diversified product range including bed
pads and mats.
James Steele, who previously headed up two of
the market leaders in the wider sector joined the
business as Chair when the investment completed
in July 2024. James brings a wealth of experience in
both adult incontinence and supply into the NHS and
further afield.
Forma-Care (UK) Ltd
Initial investment date:
July 2024
Cost:
£938k
(Inclusive of rolled
up loan note
interest)
Valuation:
£938k
Equity type:
Unquoted
Last statutory accounts:
31 March 2024
Turnover:
Not Disclosed
Profit/loss before tax:
Not Disclosed
Net liabilities:
£572,000
Valuation method:
Price of last
fundraise (reviewed
for any fair value
adjustment)
Seneca Growth Capital VCT Plc
25
Annual Report & Financial Statements for the year ended 31 December 2024
INVESTMENTS
Fabacus Holdings Limited (“Fabacus”) is an
independent software company that has developed a
complete product lifecycle solution, Xelacore, aimed
at bringing transparency to supply chain networks,
with an initial focus on resolving the interaction and
information flow between global licensors and their
licensees.
Xelacore is a modular, Software as a Service solution
with an intuitive interface and proprietary data
aggregation and management engine that allows
all stakeholders to operate on a single unified
and collaborative platform. It bridges the gaps
in an inefficient process within the current retail
ecosystem by creating authenticated, enriched
universal records that unlock opportunities, reduce
risk and drive performance for both licensors and
licensees.
Progress made by the company in 2024 includes:
Securing a further £3 million of investment to
support the continued growth in the business as
interest and traction grows among the licensee
networks globally.
The launch of the Digital Product Passport solution
for brands to comply with EU regulations around
transparency for product supply chains.
Partnerships with additional global brands for the
Xelacore and digital passport products.
Fabacus Holdings Limited
Initial investment date:
February 2019
Cost:
£500k
Valuation:
£702k
Equity type:
Unquoted
Last statutory accounts:
31 August 2023
Turnover:
Not Disclosed
Profit/loss before tax:
Not Disclosed
Net assets:
£15.9 million
Valuation method:
Price of last
fundraise (reviewed
for any fair value
adjustment)
Seneca Growth Capital VCT Plc
26
Annual Report & Financial Statements for the year ended 31 December 2024
INVESTMENTS
Alderley Lighthouse Labs Limited (“Alderley
Lighthouse Labs”) is a next generation UK diagnostic
laboratory, operating from a dedicated facility in
Cheadle in the Northwest of England.
The business incorporates a broad testing repertoire
across blood and molecular testing. It is led by two
founding directors Mark Wigglesworth and Simon
Chapman, with extensive and expert knowledge of
the UK’s diagnostic market, having played a pivotal
role in the rapid deployment of COVID-19 diagnostic
testing in the North of England throughout the
global pandemic.
Disruption in the UK diagnostics market caused by
Covid and the growing economic pressures facing
the NHS is accelerating further change in the sector
and growth in commercial opportunities for private
diagnostics.
Progress made by the company in 2024 includes:
Moving from the company’s original premises to a
custom designed and build lab in Cheadle, Cheshire.
The move was carried out with no disruption to
operations and prepares the business well for
expected growth.
Winning Most Impactful Regional Investment at the
2024 Growth Investor Awards.
Surpassing the £1 million revenue mark for the year.
Becoming the first laboratory to hold UKAS
accreditation for tampon testing.
Becoming one of only two UK laboratories to offer
validated at-home sampling for male fertility testing.
Being awarded four grants to enable new genomic
testing capability.
Alderley Lighthouse Labs Limited
Round 1 investment date:
October 2022
Round 2 investment date:
July 2023
Cost:
£585k
Valuation:
£605k
Equity type:
Unquoted
Last statutory accounts:
31 May 2024
Turnover:
N/A
Profit/loss before tax:
N/A
Net assets:
£1.25 million
Valuation method:
Price of last
fundraise (reviewed
for any fair value
adjustment)
Seneca Growth Capital VCT Plc
27
Annual Report & Financial Statements for the year ended 31 December 2024
Seneca Growth Capital VCT Plc
27
INVESTMENTS
Poolbeg Pharma plc (“Poolbeg”) is a clinical-
stage pharmaceutical company focused on the
development and commercialisation of therapies to
treat and prevent infectious diseases. Headquartered
in London, the business is a spin out from Open
Orphan plc and the management team has proven
capabilities in identifying, acquiring and accelerating
assets through development to commercialisation.
It has adopted a capital-light model which enables
it to develop multiple products faster and more cost
effectively than the traditional biotech model, and
the company aspires to become a “one-stop shop”
for big pharma to find Phase II ready products for
development and commercialisation. The company’s
lead asset is POLB 001, a drug with the potential to
treat serious unmet needs in patients suffering from
severe influenza.
Progress made by the company in 2024 includes:
Following on from positive initial data analysis
in the POLB 001 challenge trial, Poolbeg have
firmed up a robust data package for POLB 001 –
efficacy has been demonstrated in reducing cancer
immunotherapy-induced CRS in an in vivo animal
model, strengthening and facilitating the expansion
of patent applications.
Across the wider asset base, Poolbeg also signed an
exclusive option agreement for tPTX, an orphan drug
candidate with FDA Fast Track designation, targeting
Behçet’s disease and continues to progress its oral
GLP-1 receptor agonist programme as it prepares to
enter the clinic.
Secured key patent grant in the US, covering
Poolbeg’s Immunomodulator technology and further
strengthening Poolbeg’s robust Intellectual Property
(IP) portfolio. The company now has patents in place
covering p38 MAP kinase inhibitors for the treatment
of severe influenza; and covering POLB 001 for the
treatment of hypercytokinemia.
Poolbeg Pharma plc
Initial investment date:
July 2021
Cost:
£755k
Valuation:
£529k
Equity type:
Quoted
Last statutory accounts:
31 December 2023
Turnover:
£nil
Loss before tax:
£4.5 million
Net assets:
£15.4 million
Valuation method:
Bid price of 7p per
share
Seneca Growth Capital VCT Plc
28
Annual Report & Financial Statements for the year ended 31 December 2024
INVESTMENTS
Velocity Composites plc
Initial investment date:
October 2023
Cost:
£696k
Valuation:
£452k
Equity type:
Quoted
Last statutory accounts:
31 October 2024
Turnover:
£23.0 million
Loss before tax:
£1.3 million
Net assets:
£5.9 million
Valuation method:
Bid price of 26p
per share
Velocity Composites plc (“Velocity”) is the leading
supplier of composite material kits to aerospace and
other high-performance manufacturers, that reduce
costs and improve sustainability. Customers include
Airbus, Boeing, and GKN.
By using Velocity’s proprietary technology,
manufacturers can also free up internal resources to
focus on their core business. Velocity has significant
potential for expansion, both in the UK and abroad,
including into new market areas, such as wind energy,
urban air mobility and electric vehicles, where the
demand for composites is expected to grow.
In late 2022, the company signed a work package
agreement worth $100 million over 5-years with US
Tier 1 manufacturer GKN Aerospace to be fulfilled
from Velocity’s new manufacturing plant in Alabama,
highlighting the growing demand for Velocity’s
bespoke material solutions, with the company now
supplying composite materials to key U.S. production
facilities.
Progress made by the company in 2024 includes:
Velocity grew revenues by 40% in the period to
October 2024, reaching £23 million for the year.
Gross margin also increased substantially from 18.8%
in the prior year to 25.9% in the year to October
2024, reflecting stronger sales mix, increased
volumes and the ramp up of key contracts.
The business made significant progress with its US
expansion, quadrupling revenue to just shy of
£8 million, compared to just £2 million in the previous
year. This is particularly encouraging given the
importance of the US expansion to future periods.
Velocity’s Burnley site has undergone an operational
efficiency review, which has resulted in reduced
lead times and improved production capacity.
These enhancements not only allow for increased
order fulfilment but also demonstrate Velocity’s
commitment to continuous improvement and in
turn strengthened its ability to meet growing global
demand.
The above progress means that the business has
moved into profit, posting a positive EBITDA of
£0.4 million for the period. Management note that
the outlook for future years is strong, with key
customer programmes and demand expected to
grow further as supply backlogs unwind.
Seneca Growth Capital VCT Plc
29
Annual Report & Financial Statements for the year ended 31 December 2024
INVESTMENTS
Geomiq Limited (“Geomiq”) is the UK’s leading digital
manufacturing platform with >260 manufacturing
partners globally. The company’s mission is to
digitise manufacturing and provide industry-leading
service to engineers and procurement teams,
enabling them to get their products to market faster.
They leverage innovative technology and a machine-
learning-powered matching system that connects
buyers and sellers of custom manufactured parts
with unprecedented efficiencies. Think Amazon for
custom manufactured parts.
They leverage innovative technology and a machine-
learning-powered matching system that connects
buyers and sellers of custom manufactured parts
with unprecedented efficiencies. Think Amazon for
custom manufactured parts.
Progress made by the company in 2024 includes:
Continued improvement in the platform technology
including progression with automated quoting levels
and ordering systems.
Steady growth in gross revenue flowing through
the platform coupled with consistent net revenue
margins.
The opening of the quality control and logistics hub
in China.
Geomiq Limited
Round 1 investment date:
December 2022
Cost:
£334k
Valuation:
£334k
Equity type:
Unquoted
Last statutory accounts:
31 August 2023
Turnover:
Not Disclosed
Profit/loss before tax:
Not Disclosed
Net liabilities:
£4.3 million
Valuation method:
Price of last
fundraise (reviewed
for any fair
value adjustment)
Seneca Growth Capital VCT Plc
30
Annual Report & Financial Statements for the year ended 31 December 2024
INVESTMENTS
Richard Manley
Seneca Partners Limited
23 April 2025
can improve the barrier effect of skin models,
protect skin models from infection and repair skin
models. The aim of the company is to develop
its SkinBiotixTM technology into commercially
successful products supported by a strong scientific
evidence base. SkinBioTherapeutics’ commercial
strategy is to engage health and wellbeing and/or
pharmaceutical companies in early dialogue to build
up relationships and maintain communication on
technical progress until commercial deals can be
secured.
To date, the business is working with Croda
International to apply its technology to their
cosmetics products, and has also launched its
AxisBiotix psoriasis product direct to consumers.
Progress made by the company in 2024 includes:
The business made two transformational acquisitions
in 2024, acquiring Bio-Tech Solutions (BTS), which
provides regulatory-approved manufacturing
capabilities and access to a broader customer
base in healthcare, building on the acquisition of
Dermatonics, an established topical dermatological
player in the skincare / wound care space which was
acquired earlier in 2024.
The agreement with Croda International was
extended for a further 12 months and commercial
agreement was finalised. Studies were completed in
2024 with commercial launch planned to Croda’s top
tier clients in April 2025.
Business heads into 2025 with an extremely solid
financial platform, noting that the group is now
forecasting a projected annualised turnover for the
period to June 2025 of £6.3 million (before cash
generated from new revenue streams), and cash
runway to be cash positive from FY25, with no
further need to fundraise for working capital.
SkinBioTherapeutics Plc
Initial investment date:
February 2019
Cost (of the portion of the
original investment still
held as at 31 December
2024):
£297k
Valuation:
£334k
Last statutory accounts:
30 June 2024
Turnover:
£1.2m
Loss before tax:
£2.9m
Net assets:
£3.0m
Valuation method:
Bid price of 18p per
share
SkinBioTherapeutics, based in Newcastle, is a
life science company focused on skin health.
The company’s proprietary platform technology,
SkinBiotixTM, is based upon discoveries made by
Dr. Cath O’Neill and Professor Andrew McBain,
and targets various skin healthcare areas, including
cosmetics, personal care, and food supplements that
modulate the gut-skin axis to treat conditions such
as psoriasis.
SkinBioTherapeutics’ platform applies research
discoveries made on the activities of lysates derived
from probiotic bacteria when applied to the skin. The
company has shown that the SkinBiotixTM platform
Seneca Growth Capital VCT Plc
31
Annual Report & Financial Statements for the year ended 31 December 2024
INVESTMENTS
Shareholders will recall that responsibility for the management of the Ordinary share pool investments
continues to rest with the CAC, whose sole member is John Hustler. The CAC was established by the Board of
Directors who were serving prior to Seneca’s appointment as Investment Manager on 23 August 2018.
John Hustler agreed to continue as the sole member of the CAC following his retirement from the Board for the
foreseeable future in order to manage the phased transfer of responsibilities for the Ordinary share pool to the
remaining members of the Board.
Performance
AIM Quoted Investments
The Ordinary share pool’s largest investment is AIM quoted Scancell, which represented 75% of the Ordinary
share pool’s NAV with a valuation of £1 million as at 31 December 2024. Whilst Scancell’s closing bid price as
at the financial year end was the same as its opening bid price for the period of 10.5p per share, there was a
30% increase in Q3, allowing the Company to realise 350,000 shares at an average price of 19.40p per share,
generating £47k in profit at a 3.2x return.
The Ordinary share pool’s investment in Arecor represented 12% of the Ordinary share pool’s NAV as at
31 December 2024 and Arecor’s share price fell from 180p to 72p, a 60% decrease, leading to a £242k reduction
in the Ordinary share pool NAV.
With the Scancell share price closing the year in line with its opening share price, the decline in the Arecor share
price was the main contributor to the 1.8p decrease in Ordinary share NAV to 16.7p per Ordinary share at
31 December 2024.
Scancell completed a £11.3 million raise in December 2024 through an oversubscribed capital raise with
significant participation from both existing and new healthcare specialist investors. The company also
successfully extended the convertible loan note facility by a further two years to H2 2027. We are hopeful that
the business will continue to be able to meet commercial milestones with the funds raised in 2024 in order to
continue the development of their lead cancer vaccine, SCIB1, and its next-generation counterpart, iSCIB1+.
Arecor completed a successful capital raise of £6.26 million in July 2024, enabling continued R&D activities
and sales growth. Arecor is generating growing royalties under a worldwide licensing agreement for AT220 and
the growing partnerships portfolio offers significant future upside potential from licensing. As such, we remain
optimistic about the future of these businesses and will continue to monitor their progress.
Unquoted Investments
There were no changes to the Ordinary share unquoted portfolio during the year and the total portfolio value
was £nil as at 31 December 2024.
Dividends and Outlook
The Total Return in relation to the Ordinary shares is now 90.0p comprising cumulative distributions of 73.3p per
Ordinary share and a residual NAV per Ordinary share of 16.7p as at 31 December 2024.
As noted in the Chair’s Statement, the Company is focused on realising assets in the Ordinary share pool at the
appropriate time with the proceeds then being distributed to Ordinary shareholders as dividends – it is therefore
noteworthy that realisations in the last five years have enabled the payment of a total of 49p per Ordinary
share in dividends to Ordinary shareholders, representing 76.8% of the NAV per Ordinary share just prior to
the appointment of Seneca as Investment Manager, as at 31 December 2017. Notwithstanding this success, we
remain confident that, overall, there remains the opportunity to realise further value for Ordinary shareholders
from the Ordinary share pool AIM holdings when appropriate, with the ultimate objective of merging the two
share classes in due course.
The Ordinary Share Pool
Seneca Growth Capital VCT Plc
32
Annual Report & Financial Statements for the year ended 31 December 2024
INVESTMENTS
Investment Portfolio –
Ordinary Shares
Equity
held
%
Investment
at cost
£’000
Unrealised
profit/(loss)
£’000
Carrying
value at
31 December
2024
£’000
Movement
in the year to
31 December
2024
£’000
Fuel 3D Technologies Limited
<1.0
299
(299)
-
-
OR Productivity Limited
3.7
765
(765)
-
-
ImmunoBiology Limited
1.2
868
(868)
-
-
Total unquoted investments
1,932
(1,932)
-
-
Unquoted Investments
Shares
held
Investment
at cost
£’000
Unrealised
profit/(loss)
£’000
Carrying
value at
31 December
2024
£’000
Movement
in the year to
31 December
2024
£’000
Scancell Holdings plc
9,650,000
584
429
1,013
-
Arecor Therapeutics plc
223,977
227
(66)
161
(242)
Total quoted investments
811
363
1174
(242)
Total investments
2,743
(1,569)
1,174
(242)
Quoted Investments
Initial
Investment
Date
No of
Shares sold
Investment
at cost
£'000
Sale
Proceeds
£’000
Realised
profit/(loss)
£'000
Exit
Multiple
Scancell Holdings plc *
December
2003
350,000
21
68
47
3.2
Total
350,000
21
68
47
32
*Partial exit
Exits for the Year
Seneca Growth Capital VCT Plc
33
Annual Report & Financial Statements for the year ended 31 December 2024
INVESTMENTS
Ordinary Share Pool –
Quoted Investment Portfolio
Listed below are details of the Company’s quoted Ordinary share pool
investments as at 31 December 2024
Scancell Holdings plc
Initial investment date:
December 2003
Cost (the portion of the
original investment still
held as at 31 December
2024):
£584k
Valuation:
£1,013k
Equity type:
Quoted
Last statutory accounts:
30 April 2024
Turnover:
£nil
Loss before tax:
£9.1m
Net liabilities:
£3.5m
Valuation method:
Bid price of 10.5p
per share
Scancell is an AIM quoted biotechnology company
that is developing a pipeline of therapeutic vaccines
to target various types of cancer. The company
is building a pipeline of innovative products by
utilising its four technology platforms: Moditope®
and ImmunoBody® for vaccines and GlyMab® and
AvidiMab® for antibodies.
The ImmunoBody® platform technology educates
the immune system on how to respond – this
means that the technology can also be licensed to
pharmaceutical companies to assist the development
of their own therapeutic vaccines, which continues
to be an area of emerging importance, for which a
number of big pharmaceutical businesses do not
have in-house technology.
A second platform technology, Moditope®, was
announced in 2012 and is based on exploiting the
normal immune response to stressed cells and is
complementary to the ImmunoBody® platform. The
AvidMab® platform was established in 2018 which
allows direct tumour killing, and the company also
continues to develop its fourth platform, GlyMab®,
which targets glycans or sugars that are added onto
proteins and/or lipids.
Progress made by the company in 2024 includes:
Continued progress on its SCIB1 Oncology vaccine
Phase 2 SCOPE trial for advanced melanoma, with
compelling data reported in the interim update.
In combination with checkpoint inhibitors, SCIB1
showed 80% Progression Free Survival in 25
patients and 20% achieving a complete response.
The trial also achieved a disease control rate of
84% (stable disease or tumour regression, DCR) and
objective response rate (ORR) of 72%.
Scancell also saw positive progress across both
Modi-1 and antibodies, with the former continuing
with the expansion of cohorts in the ModiFY study
which showed objective response rate of 43% in
7 patients at week 25 of the trial. In antibodies,
Genmab exercised an option over a second
anti-glycan antibody, SC2811, from Scancell’s
proprietary Glymab® platform. An upfront payment
of $6 million has been received.
In December 2024, the company raised
gross proceeds of £11.3 million through an
oversubscribed capital raise with significant
participation from both existing and new healthcare
specialist investors. The company also successfully
extended the convertible loan note facility by a
further two years to H2 2027.
Dr Phil L’Huillier joined as Chief Executive Officer
in mid-November 2024, bringing a wealth of
leadership experience in the biotechnology and
pharmaceutical sectors, with a proven track record
in business development, financing, and driving
innovation.
Seneca Growth Capital VCT Plc
34
Annual Report & Financial Statements for the year ended 31 December 2024
BUSINESS REVIEW
Arecor Therapeutics plc
Initial investment date:
January 2008
Cost:
£227k
Valuation:
£161k
Equity type:
Quoted
Last statutory accounts:
31 December 2023
Turnover:
£4.6 million
Loss before tax:
£8.9 million
Net assets:
£9.5 million
Valuation method:
Bid price of 72p per
share
Arecor Therapeutics plc is a globally focused
biopharmaceutical company transforming patient
care by bringing innovative medicines to market
through the enhancement of existing therapeutic
products. By applying the innovative proprietary
technology platform, Arestat™, the company is
developing an internal portfolio of proprietary
products in diabetes and other indications, as
Richard Manley
Seneca Partners Limited
23 April 2025
well as working with leading pharmaceutical and
biotechnology companies to deliver therapeutic
products. The Arestat™ platform is supported by an
extensive patent portfolio.
Arecor was admitted to the AIM market on 3 June
2021 and raised £20 million at that point. Arecor was
an existing investee company of the Ordinary share
portfolio and the B share pool invested £425k in the
IPO. The Ordinary share pool also supported the IPO
with a further investment of £85k.
Progress made by the company in 2024 includes:
A successful capital raise of £6.26 million in July
2024.
The signing of an exclusive licensing agreement for
ready-to-dilute formulation of speciality hospital
product AT351.
The expansion of diabetes and obesity pipeline,
with oral GLP-1 receptor agonist development
initiated and partnership inked with Medtronic on
implantable insulin pumps.
AT220 generating growing royalties under a
worldwide licensing agreement.
Growing technology partnerships portfolio offering
significant future upside potential from licensing.
Seneca Growth Capital VCT Plc
35
Annual Report & Financial Statements for the year ended 31 December 2024
BUSINESS REVIEW
Business Review
Company Performance
The Board is responsible for the Company’s investment strategy and performance.
The graphs below compare the NAV return (rebased to 100) of the Company’s Ordinary shares over the period
from launch in October 2001 to December 2024 and the B shares from launch in August 2018 to December
2024, with the total return from a notional investment (rebased to 100) in the FTSE AIM All-Share Index over
the same period. This index is considered to be the most appropriate equity market against which investors can
measure the relative performance of the Company due to average market cap per listing, risk profile and its
investor base being more directly comparable to the Company’s. However, the Directors wish to point out that
VCTs have very restrictive investment criteria in their observance of the VCT rules.
* Ordinary Share Historic NAV total return rebased to 100p at launch
** Ordinary Share Historic NAV total return plus 30% upfront income tax relief rebased to 100p at launch
*** FTSE AIM All Share total return basis, rebased to 100
Ordinary Share NAV Total Return*
Ordinary Share NAV Total Return Including Income Tax Reliefs**
FTSE AIM All-Share Index Total Return***
Ordinary Share Performance
Seneca Growth Capital VCT Plc
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Annual Report & Financial Statements for the year ended 31 December 2024
BUSINESS REVIEW
* B Share Historic NAV total return rebased to 100p at launch
** B Share Historic NAV total return plus 30% upfront income tax relief rebased to 100p at launch
*** FTSE AIM All Share total return basis, rebased to 100
The NAV Total Return to the investor, is calculated in accordance with AIC Methodology, which includes the NAV
plus dividends paid (rebased to 100p) from launch.
B Share Performance
B Share NAV Total Return*
B Share NAV Total Return Including Income Tax Reliefs**
FTSE AIM All-Share Index Total Return***
Seneca Growth Capital VCT Plc
37
Annual Report & Financial Statements for the year ended 31 December 2024
BUSINESS REVIEW
Results - Return on Ordinary Activities as per Income Statement
Year ended
31 December 2024
£’000
Year ended
31 December 2023
£’000
Net return attributable to Ordinary shareholders
(142)
(1,347)
Net return attributable to B shareholders
(3,600)
(1,324)
Total
(3,742)
(2,671)
Key Performance Indicators (KPIs)
The Board uses a number of measures to assess the Company’s success in meeting its strategic objectives. The
KPIs it monitors include:
KPI
Objective
Total Return (Net Asset Value plus
cumulative dividends paid) per
share for both share classes
It has been our ambition to increase our current 3p per B share per
annum dividend (subject to B share pool investment performance and an
intention to also maintain a relatively stable NAV per B share). Currently,
3p per annum represents 5.8% of the B share NAV as at 31 December
2024. Increasing dividends beyond 3p per annum was not considered
appropriate during 2024 in view of the continued impact of the decrease
in the value of the B share pool’s AIM quoted investment portfolio as
a result of the economic headwinds impacting the AIM. Our ambition
remains and will be reviewed subject to investment performance and in
particular the performance of the B share pool’s AIM quoted investments.
It also remains our ambition to seek to return to Ordinary shareholders
over time the proceeds from any realisations in the form of dividends,
or by means of a return of capital and to ultimately merge the two share
classes.
The total expenses of the
Company as a proportion of
shareholders’ funds
To maintain efficient operation of the VCT whilst minimising running costs
(noting that Seneca has agreed to cap running costs at 3% of both the
Ordinary and B share NAVs).
The Total Return for the Ordinary shares and B shares
is included in the Financial Summary on page 3 and
the change in the Total Return is explained in the
Chair’s Statement on pages 9 to 12. The Total Return
for the B share class decreased during the year by
18.6% to 69.8p and the Ordinary share Total Return
decreased by 1.9% to 90.0p.
The decrease in the B share Total Return in 2024
amounted to 15.9p which was principally due to the
decrease in the share prices of the B share pool’s
AIM quoted investee companies combined with the
impact of unquoted B share pool portfolio company
Old Street Labs Limited being written down to £nil
as a result of entering into administration, as well as
the B share pool’s share of the Company’s running
costs. The decline in the B share pool NAV was offset
by the uplift in value of two of the B share pool’s
unquoted investments and the profits generated
from the partial realisation of AIM quoted investment
OptiBiotix Health Plc during the year.
The Company has also invested £2 million into
three new investee companies and four follow-on
investments during the year from the B share pool
and has also made one partial realisation of a B share
pool AIM quoted company as detailed in the Chair’s
Statement on pages 9 to 12. Disposals are also
indicative of the potential for harvesting profits from
AIM quoted investments to which the B share pool
has a material exposure.
The decrease in the Ordinary share Total Return
amounted to 1.8p and is principally as a result of
the decrease in the share price of the Ordinary
share pool’s AIM quoted investment in Arecor and
the impact of the allocation of running costs to the
Ordinary share pool, as detailed in the Investment
Manager’s report on page 32.
Seneca Growth Capital VCT Plc
38
Annual Report & Financial Statements for the year ended 31 December 2024
BUSINESS REVIEW
Dividends have been paid in the year from the B
share pool as follow:
1.
An interim dividend of 1.5 pence per B share for
the year to 31 December 2024 was paid on 17
May 2024.
2.
A second interim dividend of 1.5 pence per B
share for the year to 31 December 2024 was
paid on 20 December 2024.
The Company was again able to maintain efficient
operation of the VCT whilst minimising running costs
as a proportion of shareholder’s funds. For a three-
year period with effect from 1 July 2018, expenses
of the Company were capped at 3% of the weighted
average net asset value of the B shares, including the
management fee (but excluding any performance
fee). Since July 2021, expenses remain capped at
3% but are now allocated across both the B share
pool and the Ordinary share pool pro rata to their
respective weighted average net asset values. Seneca
reduced its management fee by £67k in the year to
31 December 2024 (2023: reduced by £70k) to keep
expenses in line with this cap.
Viability Statement
In accordance with provision 30 and 31 of The UK
Corporate Governance Code 2018, the Directors
have assessed the prospects of the Company
over the 12-month period required by the “Going
Concern” provision. The Board regularly considers
the Company’s strategy, including investor demand
for the Company’s shares, and a one-year period is
considered to be a reasonable time horizon for this.
The Board has carried out a robust assessment of the
principal risks facing the Company and its current
position, including those which may adversely
impact its business model, future performance,
solvency or liquidity. The principal risks faced by the
Company and the procedures in place to monitor
and mitigate them are set out below.
The Board has also considered the Company’s cash
flow projections and found these to be realistic
and reasonable. The assets of the Company consist
mainly of securities, nineteen of which are AIM
quoted, relatively liquid and readily accessible, as
well as £1.5 million of cash at bank and £2.7 million in
money market funds as at 31 December 2024 (30% of
net assets).
Based on the above assessment the Board confirms
that it has a reasonable expectation that the
Company will be able to continue in operation and
meet its liabilities as they fall due over the twelve-
month period to 17 April 2026.
Principal Risks, Risk Management
and Regulatory Environment
The Board carries out a regular review of the risk
environment in which the Company operates,
including principal and emerging risks. The main
areas of risk identified by the Board are as follows:
VCT qualifying status risk:
the Company is required
at all times to observe the conditions laid down
in Chapter 3 of Part 6 Income Tax Act 2007 for
the maintenance of approved VCT status. These
rules have subsequently been updated on several
occasions. The loss of such approval could lead to
the Company losing its exemption from corporation
tax on capital gains, to investors being liable to pay
income tax on dividends received from the Company
and, in certain circumstances, to investors being
required to repay the initial income tax relief on their
investment.
The Board keeps the Company’s VCT qualifying
status under regular review. The Board has also
engaged Shoosmiths LLP as VCT status advisor.
Funds raised by VCTs are first included in the
investment tests from the start of the accounting
period containing the third anniversary of the date
on which the funds were raised. The value used in
the qualifying tests is not necessarily the original
investment cost due to the complex rules required
by HMRC, therefore the allocation of Qualifying
Investments as defined by the legislation can be
different to the portfolio weighting as measured by
market value relative to the net assets of the VCT.
The main specific regulations that must have been
met, and which the Directors are confident have
been complied with, are:
The Company’s income in the period has been
derived wholly or mainly (70% plus) from shares
or securities. As at 31 December 2024, 86.75% of
the Company’s income was derived from shares
in money market funds.
The Company has not retained more than 15%
of its income from shares and securities.
At least 80% by value of the Company’s
investments has been represented throughout
the period by shares or securities in qualifying
holdings of the investee company. New funds
raised are included in this requirement from the
beginning of the accounting period in which the
third anniversary of the share issue date falls. By
virtue of a disregard of the impact of disposals
which have been held for more than 12 months
(£265k of proceeds have been realised from
such disposals in the year), as at 31 December
2024 the percentage of shares or securities
comprised in qualifying holdings is 98.05% in
respect of the 80% Qualifying Holdings test.
Note, even without the disregarding of the
impact of disposals which have been held
Seneca Growth Capital VCT Plc
39
Annual Report & Financial Statements for the year ended 31 December 2024
BUSINESS REVIEW
for more than 12 months as noted above
the Company was still well above the 80%
qualifying requirement. At least 70% by value
of the Company’s qualifying holdings has been
represented throughout the period by holdings
of eligible shares (investments made before 6
April 2018 from funds raised before 6 April 2011
are excluded).
At least 30% of funds raised after 31 December
2018 must be invested in qualifying investments
by the first anniversary of the end of the
accounting period in which those funds were
raised. As at 31 December 2023, 33.33% of
funds raised in the year to 31 December 2023
and 30.30% of the funds raised in the year to 31
December 2024 had already been invested in
qualifying investments.
No holding in any company has at any time in
the period represented more than 15% by value
of the Company’s investments at the time of
investment or when the holding is added to.
The Company’s share capital has throughout
the period been listed on a regulated European
market.
No investment made by the VCT has caused
the investee company to receive more than £5
million (or £10 million for knowledge intensive
companies) of State Aid investment in the year
ended on the date of the VCT’s investment, nor
more than the lifetime limit of £12 million (or
£20 million for knowledge intensive companies).
Furthermore, the use of funds has not been
contrary to the EU State Aid guidelines.
Investment risk:
the majority of the Company’s
investments are in smaller quoted and unquoted
companies which are VCT qualifying holdings,
which by their nature entail a higher level of risk
and lower liquidity than investments in large quoted
companies. The Directors and the Investment
Manager aim to limit the risk attached to the
portfolio as a whole by careful selection and timely
realisation of investments, by carrying out due
diligence procedures and by maintaining a spread
of holdings in terms of financing stage. The Board
reviews the investment portfolio on a regular basis.
Financial risk:
by its nature, as a VCT, the Company
is exposed to market price risk, credit risk, liquidity
risk, fair value and cash flow risks. All of the
Company’s income and expenditure is denominated
in sterling and hence the Company has no direct
foreign currency risk. The indirect risk results from
investees doing business overseas. The Company is
financed through equity. The Company does not use
derivative financial instruments.
Cash flow risk:
the risk that the Company’s available
cash will not be sufficient to meet its financial
obligations is managed by frequent budgeting and
close monitoring of available cash resources.
Liquidity risk:
the Company’s investments may be
difficult to realise. The spread between the buying
and selling price of shares may be wide and thus the
price used for the valuation may not be achievable.
Regulatory risk:
the Company is required to
comply with the Companies Act, the rules of the UK
Listing Authority and United Kingdom Accounting
Standards. Breach of any of these might lead to
suspension of the Company’s Stock Exchange listing,
financial penalties or a qualified audit report.
Reputational risk:
inadequate or failed controls
might result in breaches of regulation or loss of
shareholder trust.
Economic risk:
events such as an economic
recession and movement in interest rates could
adversely affect some smaller companies’ valuations,
as they may be more vulnerable to changes in
trading conditions or the sectors in which they
operate. This could result in a reduction in the value
of the Company’s assets. The Company seeks to
mitigate wider macro-economic risks by investing in
a diverse portfolio of companies, across a range of
sectors, which helps to mitigate against the impact
on any one sector. Seneca also maintains adequate
liquidity to make sure it can continue to provide
follow-on investment to those portfolio companies
which require it and which is supported by the
individual investment case.
Internal control risk:
the Board reviews annually
the system of internal controls, financial and non-
financial, operated by the Company. These include
controls designed to ensure that the Company’s
assets are safeguarded and that proper accounting
records are maintained.
The Board seeks to mitigate the internal risks by
setting policies, regular review of performance,
enforcement of contractual obligations and
monitoring progress and compliance. In the
mitigation and management of these risks, the
Board applies rigorously the principles detailed in
the Financial Reporting Council’s Guidance on Risk
Management, Internal Controls and Related Financial
and Business Reporting. Details of the Company’s
internal controls are contained in the Corporate
Governance section starting on page 50.
Further details of the Company’s financial risk
management policies are provided in Note 16 to the
Financial Statements.
Seneca Growth Capital VCT Plc
40
Annual Report & Financial Statements for the year ended 31 December 2024
BUSINESS REVIEW
Independence,
Gender and
Diversity
Seneca Growth Capital VCT Plc
41
Annual Report & Financial Statements for the year ended 31 December 2024
INDEPENDENCE, GENDER AND DIVERSITY
Independence, Gender
and Diversity
The Board consists of four Directors comprising three Independent Directors, one of whom was appointed in
2019 and a further two appointed in 2023. The fourth Director is the CEO of Seneca, Richard Manley, who was
appointed in 2018.
Until the AGM in May 2024 the Board consisted of four male directors and one female director, at which point
John Hustler retired from the Board, and then there were three male directors and one female director. The
Board has assessed the independence of each Director and with the exception of Richard Manley who is CEO of
the Investment Manager, has concluded that the remaining Directors are Independent.
The Board is required to disclose its compliance in relation to the targets on board diversity set out under
paragraph 9.8.6R (9) of the Listing Rules which are as follows:
1.
at least 40% of the individuals on the Board of Directors are women;
2.
at least one of the senior positions on the Board of Directors is held by a woman; and
3.
at least one individual on the Board of Directors is from a minority ethnic background.
The table below sets out the composition of the Board at the year-end based on the prescribed criteria.
Gender Identity
Number of Board
Members
Percentage of
the Board
Senior positions
on the Board
Men
3
75%
2
Women
1
25%
1
Ethnic Background
White British or other White
(including minority-white groups)
3
75%
2
Mixed/Multiple Ethnic groups
-
-
-
Asian/Asian British
1
25%
1
Black/African
-
-
-
Other ethnic group including Arab
-
-
-
At the year end the Company did not meet the targets for splits on diversity, although one senior position was held
by a woman and the Company did meet its target on ethnicity as Mary Anne Cordeiro identifies as British Asian.
Although the Company does not meet the requirements for 40% female members of the Board, any future
recruitment will be mindful of this, providing a suitable candidate possesses the key skills and experience required
for the position. The Board maintains a policy of considering diversity when reviewing Board composition and
has made a commitment to consider diversity when making future appointments. The Board will always appoint
the best person for the job. It will not discriminate on the grounds of gender, race, ethnicity, religion, sexual
orientation, age or physical ability.
More details on the Directors can be found on page 44.
Seneca Growth Capital VCT Plc
42
Annual Report & Financial Statements for the year ended 31 December 2024
INDEPENDENCE, GENDER AND DIVERSITY
Governance
Seneca Growth Capital VCT Plc
43
Annual Report & Financial Statements for the year ended 31 December 2024
GOVERNANCE
Details of Directors
Ian Dighé
(Independent Non-Executive Chair)
Ian has significant listed company experience, particularly in the investment banking, corporate broking, asset
management and closed-end funds sectors. He was a co-founder of Bridgewell Group plc and was Chairman
of Miton Group plc from February 2011, overseeing the successful refinancing and subsequent growth of the
group. He retired from the Miton board in December 2017. He is Chairman of The Investment Company plc, an
independent director of Edelweiss Holdings plc, Pennant International Group plc and a director of a number of
private companies and charities. Ian brings senior Board level experience to the VCT, particularly as Chairman of an
AIF, and extensive investment knowledge; both of which are key to the ongoing success of the Company.
Alex Clarkson
(Independent Non-Executive Director, Chair of the Audit Committee)
Alex is Managing Director of Bamburgh Capital. He qualified as a chartered accountant with
PricewaterhouseCoopers in 1998, joined Brewin Dolphin Securities in 2000 before becoming co-founder of Zeus
Capital in 2003. Alex then went on to co-found Bamburgh Capital in 2011, executing over 20 transactions acting
on both the “buy” and “sell” side and raising funding. During this time, Alex was co-founder of Compass BioScience
Group Limited and Collbio, two highly acquisitive companies, and became interim CFO of Collbio which
undertook an IPO on the London Stock Exchange within an 18-month period, changing its name to Collagen
Solutions. Given Alex’s experience of public markets and growth capital investing, his expertise and knowledge are
highly relevant to the ongoing success of the Company.
Alex has a beneficial interest in Alderley Lighthouse Labs.
Mary Anne Cordeiro
(Senior Independent Non-Executive Director)
Mary Anne is the Founder and Managing Director of Science to Business Limited which specialises in advising
medical technology businesses on fundraising and commercialisation strategy. Mary Anne joined the Board of
the Company in May 2023 and brings to the Board extensive knowledge of both the VCT and growth capital
investment sectors, having been an advisor to or executive of innovative companies in the healthcare and
technology sectors for over twenty years. Mary Anne served as a non-executive Director of Albion Technology
& General VCT Plc (“AATG”) from 2013 until 2023, following its merger with Albion Income & Growth VCT Plc
where she had served as a non-executive Director from 2004. Prior to this Mary Anne had a fifteen-year career
in international corporate finance as a M&A Investment Banker at Goldman Sachs International Limited, Vice
President at Bankers Trust Company and Managing Director of Paribas’ Financial Institutions Group. Mary Anne
holds a MA (Hons) in Chemistry from the University of Oxford and is a member of the University of Oxford’s
Department of Chemistry Development Board.
Richard Manley
(Non-Executive Director)
Richard is CEO of and significant shareholder in Seneca. He qualified as a chartered accountant with KPMG in
2004, joined NM Rothschild’s leveraged finance team in Manchester in 2007 before joining Cenkos Fund Managers
in 2008. Richard joined Seneca on launch in 2010. Richard has been involved in the development of all areas of
Seneca’s business and played a key role in its journey from start up to managing more than £130 million. He has
been a continuous member of Seneca’s investment and credit committees and has been involved in all of Seneca’s
EIS growth capital investments to date leading 30 of these. Richard became Managing Partner in 2016 and CEO
in 2017. He joined the Board of the Company in August 2018. As CEO of the Investment Manager, Richard is well
placed to provide the Company with timely and accurate updates in relation to the development of the B share
portfolio, ongoing fundraise progress, upcoming investments and the continuing administration of the Company.
Seneca Growth Capital VCT Plc
44
Annual Report & Financial Statements for the year ended 31 December 2024
GOVERNANCE
Directors’ Report
The Directors present their Report and the audited
Financial Statements for the year ended 31
December 2024.
The Directors consider that the Annual Report
and Financial Statements, taken as a whole are
fair, balanced and understandable and provide the
information necessary for shareholders to assess
the Company’s performance, business model and
strategy.
Review of Business Activities
The Directors are required by section 417 of the
Companies Act 2006 to include a Business Review
to shareholders. This is set out on page 36 and
forms part of the Strategic Report. The purpose of
the Business Review is to inform members of the
Company and help them assess how the Directors
have performed their duty under section 172 of the
Companies Act 2006 (duty to promote the success
of the Company). The Company’s Section 172(1)
Statement on page 8, the Chair’s Statement on page 9
to 12, and the Investment Manager’s Report on pages
14 to 35 also form part of the Strategic Report.
The purpose of this review is to provide shareholders
with a snapshot summary setting out the business
objectives of the Company, the Board’s strategy
to achieve those objectives, the risks faced, the
regulatory environment and the key performance
indicators used to measure performance.
Directors’ Shareholdings – Ordinary
Shares
The Directors’ interests in the Ordinary shares of
the Company (in respect of which transactions are
notifiable under Disclosure and Transparency Rule
3.1.2R) are shown in the table below:
31 December
2024
31 December
2023
Number of
Shares
Number of
Shares
Ian Dighé
-
-
Alex Clarkson
-
-
Mary Anne Cordeiro
-
-
Richard Manley
-
-
There have been no changes in the Directors’
Ordinary share interests between 31 December 2024
and the date of this report.
Directors’ Shareholdings – B Shares
The Directors’ interests in the B shares of the
Company (in respect of which transactions are
notifiable under Disclosure and Transparency Rule
3.1.2R) are shown in the table below:
31 December
2024
31 December
2023
Number of
Shares
Number of
Shares
Ian Dighé
-
-
Alex Clarkson
10,060
10,060
Mary Anne Cordeiro
-
-
Richard Manley
148,672
129,661
All of the Directors’ B shares were held beneficially.
There have been no changes in the Directors’ B share
interests between 31 December 2024 and the date of
this report.
Directors’ and Officers’ Liability
Insurance
The Company has, as permitted by legislation and
the Company’s Articles of Association, maintained
directors’ and officers’ liability insurance cover on
behalf of the Directors, Company Secretary and
Investment Manager.
Whistleblowing
The Board has approved a Whistleblowing Policy
for the Company, its Directors and any employees,
consultants and contractors, to allow them to raise
concerns, in confidence, in relation to possible
improprieties in matters of financial reporting and
other matters.
Bribery Act
The Board has a zero tolerance policy in relation to
bribery and corruption. The Board has approved an
Anti-Bribery Policy to ensure full compliance with
the Bribery Act 2010 and to ensure that the highest
standards of professional and ethical conduct are
maintained. Through internal controls reporting it
has sought to ensure adequate safeguards are in
place at its main third party suppliers.
Seneca Growth Capital VCT Plc
45
Annual Report & Financial Statements for the year ended 31 December 2024
GOVERNANCE
Management
Seneca as the Company’s Investment Manager is
responsible for the management of the Company’s
B share pool investments. Responsibility for the
management of the Ordinary share pool investments
continues to rest with the CAC, whose sole member
is John Hustler. The CAC was established by the
Board of Directors who were serving prior to
Seneca’s appointment as Investment Manager on 23
August 2018. John Hustler agreed to continue as the
sole member of the CAC following his retirement
from the Board for the foreseeable future in order to
manage the phased transfer of responsibilities for the
Ordinary share pool to the remaining members of
the Board.
The strategies and policies which govern the
Investment Manager have been set by the Board in
accordance with section 172 of the Companies Act
2006.
Corporate Governance Statement
The Board has considered the principles and
recommendations of the 2019 AIC Code. The
Company’s Corporate Governance policy is set out
on pages 50 to 54.
The 2019 AIC Code is available on the AIC website
(www.theaic.co.uk). It includes an explanation of
how the 2019 AIC Code adapts the Principles and
Provisions set out in the UK Corporate Governance
Code (the “UK Code”) to make them relevant for
investment companies.
The Company has complied with the
recommendations of the 2019 AIC Code and the
relevant provisions of the UK Code, except as set out
below:
The Company does not have a Chief Executive
Officer. The Board does not consider a Chief
Executive Offer necessary as it does not have
any executive directors. Mary Anne Cordeiro was
appointed the Company’s Senior Independent
Director on 15 May 2024.
New Directors do not receive a formal induction
pack on joining the Board, though they do
receive a tailored induction process on an
individual basis.
The Company conducts a formal review as to
whether there is a need for an internal audit
function. The Investment Manager appointed a
depositary as part of it becoming a full-scope
AIFM on 16 June 2022, which is responsible
for monitoring the cash flows of the Company,
overseeing the holding of financial assets in
custody on behalf of the Company, verifying
ownership interests, oversight and supervision
of the Investment Manager and the Company
and maintaining accurate records in relation
to the above as required under the Alternative
Investment Fund Managers Directive (Directive
2011/61/EU), transposed into UK law under the
European Union (Withdrawal) Act 2018 and as
set out in Fund 3.11 of the FCA Handbook of
rules and guidance. As a result, the Directors do
not consider that a formal internal audit function
would be required as an additional internal
control for the VCT at this time.
The Company does not have a Remuneration
Committee as it does not have any executive
directors.
The Company does not have a Nomination
Committee as these matters are dealt with by
the Board.
For the reasons set out in the AIC Guide, and as
explained in the UK Corporate Governance Code,
the Board considers the above provisions are not
relevant to the position of the Company, being an
investment company run by the Board and managed
by the Investment Manager. In particular, all of the
Company’s day-to-day administrative functions are
outsourced to third parties. As a result, the Company
has no executive directors, employees or internal
operations.
Directors
Biographical details of the Directors are shown on
page 44.
In accordance with the Articles of Association
and good governance in line with practices
recommended in the 2019 AIC Code, all four
Directors as at 31 December 2024 will offer
themselves for re-election at the forthcoming AGM.
John Hustler, longstanding Chair, retired from the
Board on 15 May 2024.
The Board is satisfied that, following individual
performance appraisals, the Directors who are
retiring and offer themselves for re-election continue
to be effective and demonstrate commitment to
their roles and have the full support of the Board.
Further details regarding the Company’s succession
planning are set out in the Corporate Governance
policy on pages 50 to 54.
The Board did not identify any conflicts of
interest between the Chair’s interest and those
of the shareholders, especially with regard to the
relationship between the Chair and the Investment
Manager.
No concerns about the operation of the Board or the
Company were raised by any Director during the year
and had any been raised they would be mentioned in
the minutes or in writing to the Chair to be circulated
to the Board in accordance with Provision 5.2 of the
2019 AIC Code.
The Board is cognisant of shareholders’ preference
for Directors not to sit on the boards of too many
listed companies (“over-boarding”). The Board is
satisfied that all Directors have the time to focus on
the requirements of the Company.
International Financial Reporting
Standards
As the Company is not part of a group it is not
mandatory for it to comply with International
Financial Reporting Standards (“IFRS”). The Company
does not anticipate that it will voluntarily adopt
IFRS. The Company has adopted Financial Reporting
Standard 102 – The Financial Reporting Standard
Applicable in the United Kingdom and the Republic
of Ireland.
Seneca Growth Capital VCT Plc
46
Annual Report & Financial Statements for the year ended 31 December 2024
GOVERNANCE
Environmental, Social and
Governance (“ESG”) Practices
The Board recognises the requirement under
section 414c of the Companies Act 2006 to detail
information about environmental matters (including
the impact of the Company’s business on the
environment), employee and human rights, social
and community issues, including information about
any policies it has in relation to these matters and
effectiveness of these policies.
Given the size and nature of the Company’s activities
and the fact that it has no employees, the Board
considers there is limited scope to develop and
implement environmental, social and community
policies, but recognises the importance of including
consideration for such matters in investment
decisions. The Board has taken into account the
requirement of section 172(1) of the Companies
Act 2006 and the importance of ESG matters when
making decisions which could impact shareholders,
stakeholders and the wider community. The
Company’s Section 172(1) statement has been
provided in the Strategic Report on page 8, where
the Directors consider the information to be of
strategic importance to the Company.
The Company seeks to ensure that its business is
conducted in a responsible manner with regard
to the environment. The management and
administration of the Company is undertaken by the
Investment Manager who recognises the importance
of its environmental responsibilities, monitors its
impact on the environment and implements policies
to reduce any negative environmental impact and
which promote environmental sustainability.
As an FCA full-scope UK Alternative Investment
Fund Manager (“AIFM”) (as defined in regulation 2
of the AIF Regulations), the Investment Manager is
subject to increased requirements under the AIFM
Regulations 2013 (SI 2013/1773), and therefore
recognises that managing investments on behalf
of clients involves taking into account a wide set of
responsibilities, in addition to seeking to maximise
financial returns for investors. Industry practice in
this area has been evolving rapidly and the Company
seeks to be an active participant by working to
define and strengthen its principles accordingly. This
involves both integrating ESG considerations into the
Investment Manager’s investment decision-making
process as a matter of course, and also considering
guidance issued by external bodies who are leading
influencers in the formation of industry best practice.
The following is an outline of the kinds of ESG
considerations that the Investment Manager is taking
into account as part of its investment process.
Environmental
Seneca, as part of its commercial due diligence
practices and ongoing monitoring, examines
potential issues which could arise from supply
chains, climate change and environmental policy
compliance. The Investment Manager looks for
management teams who are aware of the issues and
are proactive in responding to them.
The Company utilises video conferencing facilities
for the majority of Board meetings to avoid
unnecessary travel where possible to reduce
our carbon imprint. The Board met virtually for
all but two Board meetings during the year. The
Company also encourages shareholders to receive
communications from the Company electronically
to reduce the impact of production and delivery of
additional paper products.
Social
Seneca seeks to avoid unequivocal social negatives,
such as profiting from forced labour within its
investment portfolio and to support positive impacts
which will more likely find support from customers
and see rising demand. Seneca does not tolerate
modern slavery or human trafficking within its
business operations and takes a risk-based approach
in respect of our portfolio companies. Seneca
actively engages with portfolio companies and
their boards to discuss material risks, ranging from
business and operational risks to environmental and
social risks.
Seneca is also a proud signatory to the Investing
in Women Code and commits to adopting internal
practices to improve female entrepreneurs’ access
to finance, tools and resources needed to grow their
businesses. Partners include the UK Business Angels
Association, the British Private Equity and Venture
Capital Association, UK Finance, and the British
Business Bank.
Governance
Seneca examines and, where appropriate,
engages with companies on board membership,
remuneration, conflicts of interest such as related
party transactions, and business leadership and
culture. In addition, the Company, as a matter of
course, exercises its voting rights when possible.
Greenhouse Gas (“GHG”) Emissions
and Streamlined Energy & Carbon
Reporting (“SECR”)
Under the Companies Act 2006 (Strategic Report
and Directors’ Report) Regulations 2013 (‘the
2013 Regulations’) and the Companies (Directors’
Report) and Limited Liability Partnerships (Energy
and Carbon Report) Regulations 2018 (“the 2018
Regulations”), quoted companies of any size are
required under Part 15 of the Companies Act 2006 to
disclose information relating to their energy use and
GHG emissions.
All of the Company’s activities are outsourced
to third parties. The Company therefore has no
greenhouse gas emissions to report from its
operations, nor does it have direct responsibility
for any other emissions producing sources under
the 2013 Regulations and the 2018 Regulations. For
the same reasons as set out above, the Company
considers itself to be a low energy user under the
SECR regulations and therefore is not required to
disclose energy and carbon information. A low
energy user is defined as an organisation that uses 40
MWh or less during the reporting period.
Seneca Growth Capital VCT Plc
47
Annual Report & Financial Statements for the year ended 31 December 2024
GOVERNANCE
Going Concern
The Company’s business activities and the factors
likely to affect its future performance and financial
position are set out in the Chair’s Statement and
Investment Manager’s Report on pages 9 to 12
and pages 14 to 35 of the Company’s 2024 Annual
Report and Financial Statements. Further details on
the management of the principal risks are set out on
pages 39 to 40 and financial risks may be found in
Note 16 to the Financial Statements.
The Board receives regular reports from Seneca
which acts as both the Investment Manager and
the Administration Manager, and the Directors
believe that, as no material uncertainties leading to
significant doubt about going concern have been
identified, it is appropriate to continue to adopt
the going concern basis in preparing the Financial
Statements.
As at 31 December 2024, the assets of the Company
consist mainly of securities, nineteen of which
are AIM quoted, relatively liquid and readily
accessible, as well as £1.5 million of cash at bank
as at 31 December 2024 and £2.7 million invested
in three money-market funds to manage liquidity
(a combined 30% of net assets). After reviewing the
Company’s forecasts and expectations, the Directors
have a reasonable expectation that the Company
has adequate resources to continue in operational
existence for a period of at least twelve months from
the date of the signing of these Financial Statements,
The Company therefore continues to adopt the
going concern basis in preparing its Financial
Statements.
The Company notes the continuing material market
volatility as a result of macroeconomic pressures,
including risk of increased trade tariffs, increased
costs from inflationary pressures as a result of the
military invasion of Ukraine by Russian forces and the
current situation in the Middle East. The Company’s
Board and Investment Manager are focused on
ensuring that investee companies are taking the
required actions to minimise the potential impact
that these conditions could have on them. The Board
and Seneca will continue to review these potential
risks and keep those risks under regular review but
do not consider the current conditions to have a
material impact on the Company’s own ability to
continue as a going concern.
Share Capital
The Company’s issued Ordinary share capital as at 31
December 2024 was 8,115,376 Ordinary shares of 1p
each (31 December 2023: 8,115,376 Ordinary shares
of 1p each) and 24,268,425 B shares of 1p each (31
December 2023: 21,780,329 B shares of 1p each). No
shares were held in Treasury.
The total number of shares in issue for both the
Ordinary shares and B shares of 1p each as at 31
December 2024 was 32,383,801 (31 December 2023:
29,895,705) with each share having one vote.
As disclosed on page 92 the Board has authority to
make market purchases of the Company’s own B
shares. During the year, the Company purchased
300,303 B shares, with a nominal value of £3,003.03,
for cancellation at a weighted average price of 54.8p
per share at a total consideration of £164,448, which
represents 1.38% of the shares in issue at the prior
year end (2023: 108,291 B shares for cancellation
at 70.3p per share). Of the authority granted at
last year’s AGM to buyback shares after the above
purchases there remained unused authority to
purchase 3,230,776 shares, this authority will expire
at the next AGM.
At the last AGM held on 15 May 2024, the Board
received authority to allot up to 35,000,000 B shares
in connection with any offer(s) for subscription (and
any subsequent top up offer of B shares) and up
to 405,800 Ordinary shares (for any miscellaneous
offers of such shares), which represented
approximately 161% of the Company’s issued B share
capital and approximately 5% of its issued Ordinary
share capital as at 20 March 2024.
During the year, the Company did not issue any
Ordinary shares (2023: nil). During the year, the
Company issued 2,788,399 B shares raising £1.7
million before expenses (2023: 3,139,061 shares and
£2.3 million).
In accordance with Schedule 7 of the Large and
Medium Size Companies and Groups (Accounts
and Reports) Regulations 2008, as amended, the
Directors disclose the following information:
The Company’s capital structure and voting
rights are summarised above, and there are no
restrictions on voting rights nor any agreement
between holders of securities that result in
restrictions on the transfer of securities or on
voting rights;
There exist no securities carrying special rights
with regard to the control of the Company;
The rules concerning the appointment and
replacement of directors, amendment of the
Articles of Association and powers to issue or
buy back of the Company’s shares are contained
in the Articles of Association of the Company
and the Companies Act 2006;
The Company does not have an employee share
scheme;
There are no agreements to which the Company
is party that may affect its control following a
takeover bid; and
There are no agreements between the Company
and its Directors providing for compensation
for loss of office that may occur following a
takeover bid or for any other reason, apart
from their normal notice period and any fees
potentially due under the performance fee
arrangements set out on page 60 and Note 5.
Seneca Growth Capital VCT Plc
48
Annual Report & Financial Statements for the year ended 31 December 2024
GOVERNANCE
Substantial Shareholdings
At 31 December 2024 and at the date of this
report, there was one holding of 3% and over of
the Company’s ordinary share capital of which we
had been notified. This holding related to Mr and
Mrs Ian William Currie and at the date of this report
amounted to 3.1% (1,010,460 B shares) of the total
issued share capital of 32,383,801. Ian William Currie
is a Director of Seneca, the Investment Manager.
There has been no change in this between the year-
end and the date of this Report.
Annual General Meeting
The Notice convening the 2025 AGM of the
Company is set out at the end of this document (and
a form of proxy in relation to the meeting is enclosed
separately). Part of the business of the AGM will be
to consider resolutions in relation to the following
matters:
Resolution 1
will seek the approval of the
Company’s Annual Report and Financial Statements
and the auditors’ report thereon for the year ended
31 December 2024. The Directors are obliged to
lay the Company’s Annual Report and Financial
Statements and the auditors’ report thereon for the
year ended 31 December 2024 before shareholders
at a general meeting.
Resolution 2
seeks shareholder approval of the
Directors’ Remuneration Report 2024 which gives
details of the Directors’ remuneration for the
financial year ended 31 December 2024 and which is
set out on pages 58 to 61 of the Company’s Annual
Report and Financial Statements for financial year
ended 31 December 2024. In line with legislation, this
vote will be advisory and the Directors’ entitlement
to remuneration is not conditional on the resolution
being passed.
Resolution 3
seeks shareholder approval of the
Directors’ Remuneration Policy which is set out in
full on pages 60 to 61 of the Directors’ Remuneration
Report contained within the Directors’ Annual Report
and Financial Statements for financial year ended
31 December 2024. Once the policy is approved the
Company will not be able to make a remuneration
payment to a current or prospective director or
a payment for loss of office to a current or past
director, unless the payment is consistent with the
policy or has been approved by a resolution of the
shareholders of the Company.
Resolutions 4 to 7
will seek the re-election of the
existing four members of the Board as non-executive
Directors of the Company.
Resolution 8
will seek the re-appointment of Royce
Peeling Green Limited as Independent Auditor to
the Company and authorisation to determine the
auditor’s remuneration.
Resolution 9
will authorise the Directors to allot
further B shares and Ordinary shares. This will enable
the Directors until the next AGM to allot up to
35,000,000 B shares in connection with any offer(s)
for subscription (and any subsequent top up offer of
B shares) and up to 405,800 Ordinary shares (for any
miscellaneous offers of such shares), representing
approximately 161% of the Company’s issued B share
capital and approximately 5% of its issued Ordinary
share capital as at 17 April 2025.
Resolution 10
will authorise the Board, pursuant
to the Act, to make one or more market purchases
of up to 14.99% of the issued B share capital of the
Company from time to time. The price paid must not
be less than 1p per B share, nor more than 5% above
the average middle market price of a B share for the
preceding five business days. Any B shares bought
back under this authority may be cancelled by the
Board.
Resolution 11
will, under sections 570 of the
Act, disapply pre-emption rights in respect of any
allotment of the B shares and/or Ordinary shares
authorised under Resolution 9.
The Directors intend to use the authorities in
Resolutions 9 and 11 for the purposes of the current
Offer and a further offer for subscription of B shares.
The Directors have no current intention to utilise the
authority in relation to the Ordinary shares.
Copies of the Articles of Association of the Company
will be available for inspection at the registered office
of the Company during usual business hours on any
weekday (Public Holidays excluded) from the date of
this notice, until the end of the AGM and at the place
of the AGM for at least 15 minutes prior to and during
the meeting. The Articles of Association will also be
available on the Company’s website at
www.senecavct.co.uk/reports-documents/.
Recommendation
The Board believes that the passing of the
resolutions above are in the best interests of the
Company and its shareholders as a whole and
unanimously recommends that you vote in favour
of these resolutions as the Directors intend to do in
respect of their beneficial shareholdings.
By Order of the Board
ISCA Administration Services Limited
Company Secretary
23 April 2025
Seneca Growth Capital VCT Plc
49
Annual Report & Financial Statements for the year ended 31 December 2024
GOVERNANCE
Corporate Governance
The Board has considered the principles and recommendations of the 2019 AIC Code.
The 2019 AIC Code addresses the Principles and Provisions set out in the UK Code, as well as setting out
additional Provisions on issues that are of specific relevance to the Company.
The Board considers that reporting against the Principles and Provisions of the 2019 AIC Code, which has been
endorsed by the Financial Reporting Council (and associated disclosure requirements under paragraph 9.8.6 of
the Listing Rules) provides more relevant information to shareholders.
The AIC has introduced the 2024 AIC Corporate Governance Code, which applies to accounting periods
beginning on or after January 1, 2025. The Company will work to incorporate any of those changes
The Company is committed to maintaining high standards in corporate governance and has complied with
the Principles and Provisions of the 2019 AIC Code, except as set out below. The Company strongly believes
that achieving its corporate governance objectives contributes to the long-term sustainable success of the
Company.
The 2019 AIC Code is available on the AIC website (www.theaic.co.uk). It includes an explanation of how
the 2019 AIC Code adapts the Principles and Provisions set out in the UK Code to make them relevant for
investment companies. On 22 January 2024, the UK Corporate Governance Code was updated, and the 2024
AIC Corporate Governance Code applies to the annual reports of VCTs for accounting periods that begin on or
after January 1, 2025. Therefore, the 2019 AIC Code remains in place until that time.
Board of Directors
The Company has a Board of four non-executive Directors, following the retirement of John Hustler on 15 May
2024. Details of each current Director can be found on page 44. They meet on a regular basis to review the
investment performance and monitor compliance with the investment policy laid down by the Board as set out
in the Strategic Report on page 7.
The Board has a formal schedule of matters specifically reserved for its decision which include:
1.
the consideration and approval of future developments or changes to the investment policy, including risk
and asset allocation;
2.
the consideration and review of the Company’s compliance with HMRC conditions for maintenance of
approved VCT status as advised by Shoosmiths LLP;
3.
consideration of corporate strategy;
4.
approval of the appropriate dividend to be paid to shareholders;
5.
the appointment, evaluation, removal and remuneration of the Investment Manager, which also acts as the
Administration Manager;
6.
the performance of the Company, including monitoring the discount of the share price to net asset value;
and
7.
monitoring shareholder profiles and considering shareholder communications.
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. He
facilitates the effective contribution of the Directors and ensures that they receive accurate, timely and clear
information and that the Company communicates effectively with shareholders in accordance with the Board’s
duty to promote the success of the Company.
The Company Secretary is responsible for advising the Board through the Chair on all governance matters.
All of the Directors have access to the advice and services of the Company Secretary, who has administrative
responsibility for the meetings of the Board and its Committees. Directors may also take independent
professional advice at the Company’s expense where necessary in the performance of their duties.
The Company’s Articles of Association and the schedule of matters reserved to the Board for decision provide
that the appointment and removal of the Company Secretary is a matter for the full Board.
Seneca Growth Capital VCT Plc
50
Annual Report & Financial Statements for the year ended 31 December 2024
GOVERNANCE
Attendance at Board and Audit Committee meetings during the year were as follows:
Board Meetings
Audit Committee Meetings
Entitled to attend
Attended
Entitled to attend
Attended
Ian Dighé
5
5
2
2
Alex Clarkson
5
5
2
2
Mary Anne Cordeiro
4
5
2
2
Richard Manley
5
5
n/a
n/a
John Hustler*
1
1
1
1
*retired 15 May 2024
In addition to formal Board meetings, the Board communicates on a regular basis in carrying out its
responsibilities in managing the Company.
Diversity
The Directors are aware of the need to have a Board
which, as a whole, comprises an appropriate balance
of skills, experience and diversity. New regulations
require the Company to report on a comply or explain
basis against three key indicators: 40% of the Board
should be comprised of women; one senior board
position is held by a woman; and one Director should
be from an ethnic minority background. Whilst the
Company did have one female Board member at
the year-end, representing 25% of the Board, who is
also the Company’s Senior Independent Director, the
Company did not meet the targets of 40% for splits
on diversity. The VCT Board does meet its target on
ethnic diversity as Mary Anne Cordeiro identifies as
British Asian.
Although the Company will not meet the
requirements for 40% female members of the
Board, any future recruitment will be mindful of this,
providing a suitable candidate possesses the key
skills and experience required for the position. The
Board maintains a policy of considering diversity
when reviewing Board composition and has made
a commitment to consider diversity when making
future appointments. The Board will always appoint
the best person for the job. It will not discriminate on
the grounds of gender, race, ethnicity, religion, sexual
orientation, age or physical ability.
Consumer Duty
Whilst many requirements do not directly impact
the VCT, Seneca provides the Company with regular
updates as to the processes and procedures being
implemented by the Investment Manager to comply
with Consumer Duty requirements as they relate to
investors, investor relations and the Offer for new
shares.
Independence of Directors
The Board regularly reviews the independence of
its members and is satisfied that the Company’s
Directors are independent in character and judgment
and that there are no relationships or circumstances
which could affect their objectivity (with the
exception of Richard Manley who is the CEO of the
Investment Manager).
The 2019 AIC Code recommends that where a
Director has served for more than nine years, the
Board should state its reasons for believing that
the individual remains independent. The Board is
of the view that a term of service in excess of nine
years is not in itself prejudicial to a Director’s ability
to carry out his or her duties effectively and from
an independent perspective; the nature of the
Company’s business is such that individual Directors’
experience and continuity of Board membership
can significantly enhance the effectiveness of the
Board as a whole. However, the Board has applied
the provision that all Directors are to seek annual
re-election and has determined a policy of tenure
for the Chair and believes that both are essential
in balancing the business of the Company whilst
providing opportunity for regular refreshment and
increasing the diversity of the Board.
Directors are appointed with the expectation that
they will serve for a period of at least three years
and all Directors will retire at the first general
meeting after election and will be subject to
annual re-election thereafter in line with practices
recommended in the 2019 AIC Code. It is the
Company’s policy of tenure to review individual
appointments every year, with increased scrutiny
after nine years of service to consider whether the
Director is still independent and still fulfils the role.
Seneca Growth Capital VCT Plc
51
Annual Report & Financial Statements for the year ended 31 December 2024
GOVERNANCE
However, in accordance with the principles of the
2019 AIC Code, we do not consider it necessary
to mandatorily replace a Director, including the
Chair, after a predetermined period of tenure. A
more flexible approach to Chair tenure will help
the Company manage succession planning in the
context of the business needs of the Company,
whilst at the same time still addressing the need for
regular refreshment and diversity. The Company’s
report on Independence, Gender and Diversity is on
page 42.
Remuneration in addition to the Directors’ fees in the
form of a performance incentive fee is potentially
payable to those Directors serving prior to 23 August
2018 subject to certain conditions as set out in
the Directors’ Remuneration Report and Policy on
pages 58 to 61. Having regard for the historic nature
and circumstances under which the performance
incentive fees were agreed, the Board does not
believe that the performance incentive fees in any
way impact or hinder the Directors’ independence
or present a conflict of interest which could
compromise or override independent judgment of
the Directors.
Performance Evaluation
In accordance with the 2019 AIC Code, each year
a formal performance evaluation is undertaken
of the Board as a whole, its Committees and the
Directors in the form of one-to-one meetings or
telephone calls between the Chair and each Director.
The Directors were made aware of the annual
performance evaluation on their appointment.
The Board considers the size of the Company, the
number of independent non-executive Directors
on the Board and the robustness of the reviews
to be such that an external Board evaluation is
unnecessary. Annual evaluations of the Board
consider its composition, diversity, succession
planning and how effectively members work
together to achieve objectives as well as individual
contributions. The Chair provides a summary of the
findings to the Board, which are discussed at the next
meeting and an action plan agreed. The performance
of the Chair is evaluated by the Senior Independent
Director, Mary Anne Cordeiro.
The Board sets out the assessment of its members
and explains why its members are and continue to be
of importance to the long-term sustainable success
of the business on page 46.
The Board reviews the performance of the
Investment Manager on an ongoing basis, both
formally and outside of Board meetings with
regard to its appointment, evaluation, removal
and remuneration, in both contexts of its role as
Investment Manager and Administration Manager.
The Board considers the Company’s size to be
such that it would be unnecessarily burdensome
to establish a separate management engagement
committee to perform this role.
Board Committees
The Board does not have a separate remuneration
committee, as the Company has no employees or
executive directors. Detailed information relating
to the remuneration of Directors is given in the
Directors’ Remuneration Report and Policy on pages
58 to 61.
The Board as a whole considers the selection and
appointment of Directors and reviews Directors’
remuneration on an annual basis. The Board
considers the Company’s size to be such that it
is unnecessary to form a separate committee for
the purposes of nomination. When making an
appointment, the Board draws on its members’
extensive business experience and range of contacts
in addition to the use of external recruitment
consultants. The Board continues to speak regularly
about Board composition and succession planning
in order to identify and address any issues that may
arise.
The Board has appointed an Audit Committee to
make recommendations to the Board in line with
its terms of reference. The committee is chaired by
Alex Clarkson and consists of all Independent non-
executive Directors, which does not include Richard
Manley due to his affiliation with the Investment
Manager as CEO. The Audit Committee believes
Alex Clarkson possesses appropriate and relevant
financial experience as per the requirements of
the 2019 AIC Code. The Board considers that the
members of the Committee have collectively the
skills and experience required to discharge their
duties effectively.
The Audit Committee’s terms of reference, and how
it discharges its duties are listed on pages 56 to 57.
Internal Control
The Directors have overall responsibility for keeping
under review the effectiveness of the Company’s
systems of internal controls. The purpose of these
controls is to ensure that proper accounting records
are maintained, the Company’s assets are safeguarded
and the financial information used within the business
and for publication is accurate and reliable; such a
system can only provide reasonable and not absolute
assurance against material misstatement or loss. The
system of internal controls is designed to manage
rather than eliminate the risk of failure to achieve the
business objectives. The Board continually reviews
financial results and investment performance. The
Board also monitors and evaluates external service
providers and maintains regular discussions with the
Investment Manager about the services provided. The
Investment Manager reviews the service contracts on
an annual basis and discusses any recommendations
with the Board as relevant.
Seneca Growth Capital VCT Plc
52
Annual Report & Financial Statements for the year ended 31 December 2024
GOVERNANCE
Neville Registrars is the custodian of the documents of
title relating to the Company’s unquoted investments.
Seneca is also the Administration Manager in addition
to its role as the Investment Manager.
The Directors confirm that they have established a
continuing process throughout the year and up to
the date of this report for identifying, evaluating and
managing the significant potential risks faced by the
Company and have reviewed the effectiveness of the
internal control systems. As part of this process an
annual review of the internal control systems is carried
out in accordance with the FRC’s Guidance on Risk
Management, Internal Control and Related Financial
and Business Reporting.
The risk management and internal control systems
include the review of monthly bank statements and
the production and review of quarterly management
accounts. All outflows made from the Company’s cash
accounts require the authority of signatories from the
Board. The Company is subject to a full annual audit.
Further to this, the Senior Statutory Auditor has open
access to the Directors of the Company.
Additionally, the Investment Manager is required
to have a depositary as part of its full-scope AIFM
status. Seneca appointed Thompson Taraz Depositary
Limited which is responsible for monitoring the
cash flows of the Company, overseeing the holding
of financial assets in custody on behalf of the
Company, verifying ownership interests, oversight
and supervision of the Investment Manager and
the Company and maintaining accurate records in
relation to the above as required under the Alternative
Investment Fund Managers Directive (Directive
2011/61/EU), transposed into UK law under the
European Union (Withdrawal) Act 2018 and as set
out in Fund 3.11 of the FCA Handbook of rules and
guidance.
Financial Risk Management
Objectives and Policies
The Company is exposed to the risks arising from its
operational and investment activities. Further details
can be found in Note 16 to the Financial Statements.
Relations with Shareholders
Shareholders have the opportunity to meet the
Board at the AGM. In addition, shareholders have
the opportunity to engage directly with the Board as
part of the regular shareholder update presentations
as detailed in the Strategic Report starting on page
5 and the Board is available to answer any questions
a shareholder may have and is happy to respond to
written queries made by shareholders during the
course of the year. The Board can be contacted
at the Company’s registered office: 9 The Parks,
Haydock, WA12 0JQ or via email at
enquiries@senecavct.co.uk.
Compliance Statement
As previously indicated, the Board considers
that reporting against the principles and
recommendations of the 2019 AIC Code will provide
better information to shareholders.
The Company has complied with the
recommendations of the 2019 AIC Code and the
relevant provisions of the UK Corporate Governance
Code, except as set out below:
The Company does not have a Chief Executive
Officer as the Board does not consider it
necessary as it does not have any executive
directors.
New Directors do not receive a formal induction
on joining the Board, though they do receive
one tailored to them on an individual basis.
The Company conducts a formal review as to
whether there is a need for an internal audit
function. The Investment Manager was required
to appoint a depositary as part of its full-scope
AIFM status which is responsible for monitoring
the cash flows of the Company, overseeing the
holding of financial assets in custody on behalf
of the Company, verifying ownership interests,
oversight and supervision of the Investment
Manager and the Company and maintaining
accurate records in relation to the above as
required under the Alternative Investment Fund
Managers Directive (Directive 2011/61/EU),
transposed into UK law under the European
Union (Withdrawal) Act 2018 and as set out in
Fund 3.11 of the FCA Handbook of rules and
guidance. As a result, the Directors do not
consider that a formal internal audit function
would be a required additional internal control
for this VCT at this time.
The Company does not have a Remuneration
Committee as it does not have any executive
directors.
The Company does not have a Nomination
Committee as these matters are dealt with by
the Board.
For the reasons set out in the 2019 AIC Code, and
as explained in the UK Corporate Governance Code,
the Board considers the above provisions are not
relevant to the position of the Company, being an
investment company run by the Board and managed
by the Investment Manager. In particular, all of the
Company’s day-to-day administrative functions are
outsourced to third parties. As a result, the Company
has no executive directors, employees or internal
operations.
By Order of the Board
ISCA Administration Services Limited
Company Secretary
23 April 2025
Seneca Growth Capital VCT Plc
53
Annual Report & Financial Statements for the year ended 31 December 2024
GOVERNANCE
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Seneca Growth Capital VCT Plc
54
Annual Report & Financial Statements for the year ended 31 December 2024
GOVERNANCE
Statutory
Reports
Seneca Growth Capital VCT Plc
55
Annual Report & Financial Statements for the year ended 31 December 2024
STATUTORY REPORTS
Audit Committee Report
This report is submitted in accordance with the 2019
AIC Code in respect of the year ended 31 December
2024 and describes the work of the Audit Committee
in discharging its responsibilities.
The Committee’s key objective is the provision
of effective governance and oversight of the
appropriateness of the Company’s financial
reporting, the performance of the auditor and the
management of the internal control and business
risks systems. The Directors forming the Audit
Committee can be found on page 51.
The Audit Committee’s terms of reference include
the following responsibilities:
reviewing and making recommendations to the
Board in relation to the Company’s published
Annual Report and Financial Statements and
other formal announcements relating to the
Company’s financial performance;
advising the Board on whether the Annual
Report and Financial Statements, taken as a
whole, is fair, balanced and understandable;
advising the Board on whether the Annual
Report and Financial Statements provides
necessary information for shareholders to assess
performance, business model and strategy;
reviewing and making recommendations to
the Board in relation to the Company’s internal
control (including internal financial control) and
risk management systems;
periodically considering the need for an internal
audit function;
making recommendations to the Board in
relation to the appointment, re-appointment
and removal of the external auditor and
approving the remuneration and terms of
engagement of the external auditor;
reviewing and monitoring the external
auditor’s independence and objectivity and
the effectiveness of the audit process, taking
into consideration relevant UK professional
regulatory requirements; and
monitoring the extent to which the external
auditor is engaged to supply non-audit services.
As part of the process of working with the Board to
maximise effectiveness, meetings of the Committee
usually take place immediately prior to a Board
meeting when appropriate and a report is provided
on relevant matters to enable the Board to carry out
its duties.
The Committee reviews its terms of reference and
its effectiveness periodically and recommends to
the Board any changes required as a result of the
review. The full terms of reference are available
on request from the Company Secretary. The
Committee meets at least twice each year and on
an ad hoc basis as necessary. It has direct access
to the Company’s external auditor. The Committee
is happy to recommend RPG for reappointment at
the AGM in relation to the audit for the year ending
31 December 2025. RPG do not provide any non-
audit services and as such, the Committee does not
believe there is any risk that any non-audit services
can influence their independence or objectivity due
to any associated fee. When considering whether
to recommend the reappointment of the external
auditor the Committee takes into account the
quality of service, tenure of the current auditor in
addition to comparing the fees charged by similar
sized audit firms. Once the Committee has made
a recommendation to the Board in relation to the
appointment of the external auditor, this is then
ratified at the AGM through an Ordinary Resolution.
A resolution to approve the reappointment of RPG
will be proposed at the AGM on 22 May 2025 which
has been included in the Notice of AGM on pages
100 to 103.
The effectiveness of the external audit is assessed
as part of the Board evaluation conducted annually
and by the quality and content of the Audit Plan and
Report provided to the Committee by the Auditor
and the resulting discussions on topics raised. The
Committee also challenges the Auditor when present
at a Committee meeting if appropriate.
The Company does not have an internal audit
function as it is not deemed appropriate given
the size of the Company and the nature of the
Company’s business. However, the Committee
considers annually whether there is a need for such
a function and if so would recommend this to the
Board. The Investment Manager was required to
appoint a depositary as part of its full-scope AIFM
status which is responsible for monitoring the cash
flows of the Company, overseeing the holding
of financial assets in custody on behalf of the
Company, verifying ownership interests, oversight
and supervision of the Investment Manager and
the Company and maintaining accurate records
in relation to the above as required under the
Alternative Investment Fund Managers Directive
(Directive 2011/61/EU), transposed into UK law under
the European Union (Withdrawal) Act 2018 and as set
out in Fund 3.11 of the FCA Handbook of rules and
guidance. As a result, the Directors do not consider
that a formal internal audit function would be a
required additional internal control for this VCT at
this time.
Seneca Growth Capital VCT Plc
56
Annual Report & Financial Statements for the year ended 31 December 2024
STATUTORY REPORTS
The Committee will monitor the significant risks at
each meeting and the Administration Manager will
work closely with the Auditors to mitigate the risks
and the resulting impact.
During the year ended 31 December 2024, the Audit
Committee discharged its responsibilities by:
reviewing and approving the external auditor’s
terms of engagement and remuneration;
reviewing the external auditor’s plan for the
audit of the Company’s Annual Report and
Financial Statements, including identification
of key risks and confirmation of auditor
independence;
reviewing Seneca’s statement of internal
controls in relation to the Company’s business
and assessing the effectiveness of those controls
in minimising the impact of key risks;
reviewing the appropriateness of the Company’s
accounting policies;
reviewing the Company’s draft Annual Report
and Financial Statements and Interim results
statements prior to Board approval;
reviewing the Company’s going concern status
as referred to on pages 48 and 82; and
reviewing the external auditor’s Report to
the Audit Committee on the annual Financial
Statements.
The Committee has considered the Annual Report
and Financial Statements for the year ended 31
December 2024 and has reported to the Board
that it considers them to be fair, balanced and
understandable and providing the information
necessary for shareholders to assess the Company’s
performance, business model and strategy.
Significant Risks
The Audit Committee is responsible for considering
and reporting on any significant risks that arise
in relation to the audit of the Annual Report and
Financial Statements.
The key areas of risk that have been identified and
considered by the Audit Committee in relation to the
business activities and financial statements of the
Company are as follows:
Valuation and ownership of investment
portfolio: The impact of this risk could be a
large movement in the Company’s net asset
value. Guidelines, discussions, reviewing and
challenging the basis and reasonableness of
assumptions made in conjunction with available
supporting information goes into the valuation
process. The valuations are supported by
investee company Financial Statements and/or
third-party evidence where possible. Otherwise,
valuations are supported by the share price of
the most recent fundraising and/or management
information. These give comfort to the Audit
Committee.
Compliance with HMRC conditions for
maintenance of approved VCT status:
Shoosmiths LLP provide the Company with
advice on the on-going compliance with the
HMRC rules and regulations concerning VCTs
and the Investment Manager and the Board
review the advice.
Recognition of revenue from investments:
Money market fund investment income
represented 77% of the Company’s income in
2024, with 13% represented by bank interest and
the remaining 10% represented by B share pool
investment loan note interest as at 31 December
2024. Revenue is recognised when the VCT’s
right to the return is established in accordance
with the Statement of Recommended Practice.
Seneca confirms to the Audit Committee that
the revenues are recognised appropriately.
These issues were discussed with Seneca, the Board
of Seneca Growth Capital and the Auditors at the
pre-year end audit planning meeting and at the
conclusion of the audit of the Annual Report and
Financial Statements.
The Audit Committee is also responsible for
considering and reporting on any significant issues
that arise in relation to the audit of the Financial
Statements. The Audit Committee can confirm that
there were no significant issues to report to the
shareholders in respect of the audit of the Financial
Statements for the year ended 31 December 2024.
Alex Clarkson
Audit Committee Chair
23 April 2025
Seneca Growth Capital VCT Plc
57
Annual Report & Financial Statements for the year ended 31 December 2024
STATUTORY REPORTS
Annual Remuneration Report
This report is submitted in accordance with the
requirements of s420-422 of the Companies
Act 2006, in respect of the year ended 31
December 2024. Resolutions to approve the
Directors’ Remuneration Policy and the Directors’
Remuneration Report will be proposed at the
Annual General Meeting on 22 May 2025. The
Directors’ Remuneration Policy must be proposed
for shareholder approval at least every three years,
or earlier if there is a proposed change to the
Remuneration Policy. The Remuneration Policy
was last approved by shareholders at the Annual
General Meeting on 27 April 2022 and will therefore
be proposed for shareholder approval at the Annual
General Meeting on 22 May 2025.
The Company’s independent auditor, RPG, is
required to give its opinion on certain information
included in this report as indicated below. Their
report on these and other matters is set out on pages
64 to 68.
Statement from the Chair of the
Board In Relation to Directors’
Remuneration Matters
The Board is mindful of its obligation to set
remuneration at levels which will attract and
maintain an appropriate calibre of individuals
whilst simultaneously protecting the interests of
shareholders.
During the year to 31 December 2024, the Board
reviewed its existing remuneration levels, having
considered the remuneration payable to non-
executive directors of comparable VCTs, the demand
for non-executive directors within the financial
sector and the increasing regulatory requirements
with which the sector is required to comply. The
Board agreed to increase Directors’ fees partway
through the year from £17,500 to £20,000 effective 1
June 2024 in line with VCT sector remuneration. As
with any Board comprising solely of non-executive
directors it is unlikely that a Director can fully abstain
from any discussion or decision concerning their
own fees. Directors’ remuneration consists of a base
fee for all Directors and each Director participated
in the process of setting the level of this fee. The
Board considers that this process is consistent with
the spirit of the AIC Code on the setting of Directors’
fees.
Directors’ Remuneration Report
and Policy
The Company’s Articles of Association limit the
aggregate amount that can be paid to the Directors
in fees to £150,000 per annum.
At the AGM held on 15 May 2024, the following votes
were cast in the Poll voting on the Remuneration
Report:
Number of
votes
% of votes
cast
For
2,493,848
95.20
Against
125,765
4.80
Total votes cast
2,619,613
10000
Number of votes
withheld
46,651
The Remuneration Policy was also last approved by
the shareholders at the AGM held on 27 April 2022.
Number of
votes
% of votes
cast
For
2,265,415
99.52
Against
4,979
0.22
At Chair’s discretion
6,000
0.26
Total votes cast
2,276,394
10000
Number of votes
withheld
59,418
Directors’ interests
The Directors’ interests, including those of
connected persons in the issued share capital of the
Company are outlined below. There is no minimum
holding requirement that the Directors need to
adhere to.
Seneca Growth Capital VCT Plc
58
Annual Report & Financial Statements for the year ended 31 December 2024
STATUTORY REPORTS
Ordinary Shares
31 December 2024
31 December 2023
Shares
% of share capital
Shares
% of share capital
Ian Dighé (Chair)
-
-
-
-
Alex Clarkson (Chair of the
Audit Committee)
-
-
-
-
Mary Anne Cordeiro (Senior
Independent Non-Executive
Director)
-
-
-
-
Richard Manley
-
-
-
-
John Hustler*
190,000
2.34
190,000
2.34
*retired 15 May 2024
B Shares
31 December 2024
31 December 2023
Shares
% of share capital
Shares
% of share capital
Ian Dighé (Chair)
-
-
-
-
Alex Clarkson (Chair of the Audit
Committee)
10,060
0.04
10,060
0.05
Mary Anne Cordeiro (Senior
Independent Non-Executive
Director)
-
-
-
-
Richard Manley
148,672
0.61
129,661
0.60
John Hustler*
31,841
0.13
31,841
0.15
*retired 15 May 2024
There have been no changes in the Directors’ interests since 31 December 2024. No options over the share
capital of the Company have been granted to the Directors.
Details of the Directors’ remuneration are disclosed below and in Note 4 on page 86.
Pensions (Information Subject to Audit)
None of the Directors receives, or is entitled to receive, pension benefits from the Company.
Share options and long-term incentive schemes (Information Subject to Audit)
The Company does not grant any options over the share capital of the Company nor operate long-term
incentive schemes.
Relative spend on pay
The table below sets out:
a)
the remuneration paid to the Directors; and
b)
the distributions made to shareholders by way of dividends paid in the financial year ended 31 December 2024
and the preceding financial year.
No shares are held in Treasury.
Seneca Growth Capital VCT Plc
59
Annual Report & Financial Statements for the year ended 31 December 2024
STATUTORY REPORTS
Year ended
31 December 2024
Year ended
31 December 2023
Change %
Total remuneration
82,553
74,824
10.3
Dividends paid (Note 14)
717,367
791,730
(9.4)
Directors’ Emoluments (Information Subject to Audit)
The total emoluments in respect of qualifying services of each person who served as a Director during the year
are as set out in the table below.
Directors’ Fees
Year ended 31 December 2024
Year ended 31 December 2023
£
£
Ian Dighé (Chair)
19,083
3,814
Alex Clarkson (Chair of the Audit
Committee)
18,958
16,558
Mary Anne Cordeiro (Senior
Independent Non-Executive
Director)
18,958
10,839
Richard Manley
18,958
16,490
John Hustler*
6,596
16,558
Richard Roth
-
10,565
Total
82,553
74,824
*retired 15 May 2024
The Directors did not receive any other form of emoluments in addition to the Directors’ fees during the year.
John Hustler as the sole member of the CAC, may be entitled to performance fees in the future as referred to
below. Directors may be entitled to fees from investee companies when acting on the Company’s behalf as
Director, Observer or Consultant to those investees; however, no Directors currently perform such a role in
relation to the Ordinary share pool and any fee that could be payable in relation to the B share pool would be
payable to Seneca and would be disclosed in Note 19. The Board will ensure that any such fee would not present
a conflict of interest which could impact its independent judgment.
Total Shareholder Return Performance Graph
The graphs on pages 36 to 37 compare the NAV return (rebased to 100) of the Company’s Ordinary shares over
the period from October 2001 to December 2024 and the B shares from August 2018 to December 2024, with
the total return from a notional investment (rebased to 100) in the FTSE AIM All-Share Index over the same
period. This index is considered to be the most appropriate equity market against which investors can measure
the relative performance of the Company due to average market cap per listing, risk profile and its investor base
being more directly comparable to the Company’s.
Statement of the Company’s policy on Directors’ Remuneration
The Board manages the Company and consists of four non-executive Directors as at 31 December 2024,
who meet formally as a Board at least four times a year and on other occasions as necessary, to deal with the
important aspects of the Company’s affairs. Seneca is the Company’s Investment Manager and is responsible for
the management of the investments made from the B share pool, although management of the investments in
the Company’s Ordinary share pool has been delegated to the remaining members of the Board of the Company
serving immediately prior to the appointment of Seneca (the CAC), which now consists solely of John Hustler.
Seneca Growth Capital VCT Plc
60
Annual Report & Financial Statements for the year ended 31 December 2024
STATUTORY REPORTS
The performance incentive fees relevant to those Directors serving up to 7 October 2015 were revised under an
agreement dated 7 October 2015 (the “Accrued Performance Incentive Fee”). The new arrangements froze the
sum due to those Directors serving up to 7 October 2015 at £702,000 (the accrued liability as disclosed in the
2014 audited Financial Statements) which will only start to become payable once a further 6.70p of dividends
have been paid in respect of each Ordinary share (such that original subscribing shareholders will have received
80p per share in dividends). As no liability is payable to any relevant Director more than five years after his
resignation from the CAC, James Otter and Charles Breese are no longer entitled to any such fee: as explained
in Note 5, so their potential share of any liability has been extinguished and the remaining total potential liability
under the Accrued Performance Incentive Fee has been reduced to £234,000. This liability will then be paid
at the rate of 8.3% of subsequent dividends until a liability of £234,000 has been discharged; this is in keeping
with the original approved arrangement. Following the payment of this liability, any further performance fee in
the future will be payable at the reduced rate of 10% of total distributions above the audited total return at 31
December 2014, with the outstanding balance subject to a hurdle rate of 6% per annum, and will be allocated
to John Hustler as the sole remaining eligible member of the CAC based on a formula driven by relative length
of service starting from 7 October 2015 (“Further Performance Incentive Fee”). Further details of the revised
arrangements are set out in Note 5 to the Financial Statements.
The Board as a whole considers Directors’ remuneration and has not appointed a separate committee in this
respect.
The Board increased Directors’ fees in the year from £17,500 per annum to £20,000 per annum with effect from
1 June 2024 plus travel expenses.
Company Strategy
To provide shareholders with an attractive income and capital return by investing its funds in a portfolio of both
unquoted and AIM/AQSE quoted UK companies which meet the relevant criteria under the VCT rules.
Terms of Appointment
Directors are appointed with the expectation that they will serve for a period of at least three years. All Directors
retire at the first general meeting after election and thereafter will be subject to re-election on an annual basis in
line with practices recommended in the 2019 AIC Code. Re-election will be recommended by the Board but is
dependent upon a shareholder vote.
Each Director has received a letter of appointment. A Director may resign by notice in writing to the Board at
any time. Current and former members of the CAC are entitled to a pro rata proportion of any performance fees
payable to the CAC, accruing at the date of resignation up to five years from the date of resignation.
By order of the Board
ISCA Administration Services Limited
Company Secretary
23 April 2025
Seneca Growth Capital VCT Plc
61
Annual Report & Financial Statements for the year ended 31 December 2024
STATUTORY REPORTS
The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with
applicable laws and regulations.
Company law requires the Directors to prepare Financial Statements for each financial year. Under that law
the Directors have elected to prepare the Financial Statements in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting Standards and applicable laws). 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 and profit or loss of the Company for that period.
In preparing these Financial Statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
make judgments and 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; and
prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the
Company and enable them to ensure that the Financial Statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Company’s website. Legislation in the United Kingdom governing the preparation and
dissemination of Financial Statements may differ from legislation in other jurisdictions.
Each of the Directors confirms that, to the best of their knowledge:
there is no relevant audit information of which the Company’s auditor is unaware;
the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant
audit information and to establish that the auditor is aware of that information;
the Financial Statements, prepared in accordance with the applicable set of accounting standards, give a
true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
the Investment Manager’s Report, Business Review and Directors’ Report 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.
On behalf of the Board
Ian Dighé
Chair
23 April 2025
Directors’ Responsibilities
Statement
Seneca Growth Capital VCT Plc
62
Annual Report & Financial Statements for the year ended 31 December 2024
STATUTORY REPORTS
Auditor’s
Report
Seneca Growth Capital VCT Plc
63
Annual Report & Financial Statements for the year ended 31 December 2024
AUDITOR’S REPORT
Opinion
We have audited the financial statements of Seneca Growth Capital VCT Plc (the ‘Company’) for the year ended
31 December 2024 which comprise the Income Statements, Balance Sheets, Statements of Changes in Equity,
Statements of Cash Flows and notes to the financial statements, including significant accounting policies. The
financial reporting framework that has been applied in their preparation is applicable law and United Kingdom
Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable
in the UK and Republic or Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion:
the financial statements give a true and fair view of the state of the Company’s affairs as at 31 December
2024 and of its loss for the year then ended;
the financial statements have been properly prepared in accordance with United Kingdom Generally
Accepted Accounting Practice; and
the financial statements have been prepared in accordance with the requirements of the Companies Act
2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the
audit of the financial statements section of our report. We are independent of the Company in accordance with
the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s
Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We were appointed by the Board on 29 November 2023 to audit the financial statements for the year ended 31
December 2023 and subsequent financial periods. Our total uninterrupted period of engagement is two years.
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 Standards 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 the FRC’s Ethical Standard were not provided to the Company.
Our audit opinion is consistent with the additional report to the Audit Committee.
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 during the year and as at the year
end, and reviewing the calculations therein to check that the Company was meeting the requirements to
retain VCT status;
Discussing future plans with management, including the expectation of future compliance with VCT
legislation, reviewing forecasts including expected cash flows and considering the appropriateness and
sensitivity of assumptions used in the preparation of those forecasts; and
Reviewing the results of subsequent events and assessing the impact on the financial statements and
considering whether management have used all relevant information in their assessment and enquiring
whether any known events or conditions beyond the period of assessment may affect going concern.
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.
Independent Auditor’s Report to
the Members of Seneca Growth
Capital VCT Plc
Seneca Growth Capital VCT Plc
64
Annual Report & Financial Statements for the year ended 31 December 2024
AUDITOR’S REPORT
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a
going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the
relevant sections of this report.
Our approach to the audit
The audit was scoped by obtaining an understanding of the Company and its environment, including the
Company’s systems 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.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect
of misstatements on our audit and on the financial statements. For the purposes of determining whether
the financial statements are free from material misstatement, we define materiality as the magnitude of
misstatement that makes it probable that the economic decisions of a reasonably knowledgeable person
would be changed or influenced. We also determine a level of performance materiality which we use to assess
the extent of testing needed to reduce to an appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.
We determined the materiality for the financial statements as a whole to be £287,000 (2023: £172,000) based on
2% of gross assets (2023: 1% of gross assets). The percentage applied in 2023 had been reduced to reflect a first
year audit engagement. As a consequence of the results of that audit we have set materiality this year at a higher
level which is consistent with other VCT audits in the market.
Performance materiality was set at £215,000 (2023: £129,000), being 75% of financial statement materiality
having considered a number of factors including the level of transactions in the year and the expected total
value of known and likely misstatements.
For income statement and balance sheet items not related to investment balances and movements, we
determined that misstatements of lesser amounts than materiality for the financial statements as a whole would
make it probable that the judgment of users, relying on the information would have been changed or influenced
by the misstatement or omission. Accordingly, we set a specific materiality figure of £14,000 (2023: £134,000)
for these other balances. Performance materiality was set at £11,000 (2023: £100,000). The specific materiality
was based on 10% of loss before tax (excluding investment gains & losses) (2023: 5% of loss before tax) which we
consider to be a more appropriate measure than previously applied.
We agreed with the board that we shall report to them misstatements in excess of £10,000 (£1,000 in respect
of matters audited with specific materiality) that we identify through the course of the audit, together with any
qualitative matters that warrant reporting.
Key audit matters
Key audit matters are those matters that, in our professional judgment, 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) 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.
As set out below we have determined management override of controls and valuation of unquoted investments
to be the key audit matters to be communicated in our report.
Key audit matter : Management override of controls
Under ISA (UK) 240 The Auditor’s Responsibilities Relating to Fraud in an Audit of Financial Statements, there is
a presumed significant risk of management override of the system of internal controls.
The primary responsibility for the prevention and detection of fraud rests with management. Their role in the
detection of fraud is an extension of their role in preventing fraudulent activity.
Management are responsible for establishing a sound system of internal control designed to support the
achievement of policies, aims and objectives and to manage risks facing an entity; this includes the risk of fraud.
Management are in a unique position to perpetrate fraud because of their ability to manipulate accounting
records and prepare fraudulent financial statements by overriding controls that otherwise appear to be
operating effectively.
For these reasons we consider management override of controls to be a key audit matter.
Seneca Growth Capital VCT Plc
65
Annual Report & Financial Statements for the year ended 31 December 2024
AUDITOR’S REPORT
How our scope addressed this matter
Our work in this area included:
Review of journals processed during the period and in the preparation of the financial statements to
determine whether these were appropriate.
Review of bank transactions throughout the period and since the year end for material, round sum or
unusual amounts and evidenced these back to appropriate documentation.
Review of key estimates, judgments and assumptions within the financial statements for evidence of
management bias and agreement of any such to appropriate supporting documentation.
Assessment of whether the financial results and accounting records included any significant or unusual
transactions where the economic substance was not clear.
Our conclusion
Based on the procedures performed, we are satisfied that the accounting records and financial statements are
free from material misstatement in this respect.
Key audit matter:
Valuation of unquoted investments
Due to the material value of unquoted investments which involves a significant amount of judgment and
estimation, the valuation of such financial instruments is considered to be a significant risk.
How our scope addressed this matter
For unquoted investments we have:
Obtained an understanding of how the valuations were performed, considered whether the method
chosen was in accordance with IPEV guidance and FRS 102, and challenged the assumptions applied to
the valuation inputs.
Considered alternative valuation methods and discussed these with the Directors and the investment
manager to gain comfort as to why alternative methods were not used and considered the rationale for
changes in basis from one year to the next, if any.
Performed sensitivity analysis on any relevant inputs to determine whether the valuation calculations are
reasonable and free of bias.
Considered any changes in the markets and environment in which the investee companies operate and
reviewed latest available information available to management.
Utilised an expert outside of the audit team to assist in evaluating the valuations undertaken by the
investment manager for a sample of investments held at the financial year end.
Our conclusion
Based on the procedures performed, we consider the unquoted investment valuations to be appropriate given
the level of estimation uncertainty.
Other information
The other information comprises the information included in the Annual report, other than the financial
statements and our auditor’s report thereon. The Directors are responsible for the other information contained
within the Annual report. Our opinion on the Company financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit,
or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this gives rise to a material misstatement in the
financial statements themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Corporate Governance Statement
The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability
and that part of the Corporate Governance Statement relating to the Company’s compliance with the provisions
of the UK Corporate Governance Statement 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:
Seneca Growth Capital VCT Plc
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Annual Report & Financial Statements for the year ended 31 December 2024
AUDITOR’S REPORT
Going concern and longer term viability
The Directors’ statement on page 48 with regards to the appropriateness of adopting the going concern
basis of accounting in preparing the financial statements and any material uncertainties identified; and
The Directors’ explanation on page 48 as to how they have assessed the prospects of the Company, over
what period they have done so and why they consider that period to be appropriate.
Other code provisions
The Directors’ statement on page 56 is fair, balanced and understandable;
The Board’s confirmation on page 39 that is has carried out a robust assessment of emerging and
principal risks;
The section of the Annual Report on pages 40 that describes the review of effectiveness of the
Company’s risk management and internal control systems; and
The section of the Annual Report on pages 56 to 57 that describes the work of the Audit Committee,
including the significant issues that the Audit Committee considered relating to the financial statements.
Opinions on other matters prescribed by Companies Act 2006
Based on the responsibilities described below and our work performed in the course of our audit, we are
required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters described below:
Strategic Report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit:
the information given in the Strategic Report and the Directors’ Report for the financial period for which
the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course
of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report.
Directors’ remuneration
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the Company, or returns adequate for our audit have
not been received from branches not visited by us; or
the Company financial statements and the part of the Directors’ Remuneration Report to be audited are
not in agreement with the accounting records and returns; or
certain disclosures of Directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the statement of Directors’ responsibilities, the Directors are responsible for the
preparation of the Company 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 Company financial statements, the Directors are responsible for assessing the ability of the
Company to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
Seneca Growth Capital VCT Plc
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Annual Report & Financial Statements for the year ended 31 December 2024
AUDITOR’S REPORT
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:
Our audit procedures were designed to respond to those identified risks, including non-compliance with laws
and regulations (irregularities) and fraud that are material to the financial statements. Our audit work included
but was not limited to the following procedures.
We obtained an understanding of the legal and regulatory frameworks that apply to the Company and identified
the key laws and regulations that had a direct effect on the determination of material amounts and disclosures
in the financial statements, including the Companies Act 2006, the FCA Listing and DTR Rules, the UK Corporate
Governance Code and UK tax legislation.
Our procedures in respect of the above included:
Considering the risk of acts by the Company which were contrary to applicable laws and regulations,
including fraud;
Making enquiries of Directors and management regarding their policies and procedures for compliance
with laws and regulations;
Making enquiries of Directors and management and reviewing Board and Committee minutes regarding
known or suspected non compliance with laws and regulations; and
Communicating identified laws and regulations throughout our engagement team and remaining alert to
any indications of non-compliance throughout our audit.
Our audit procedures in relation to fraud included but were not limited to:
Making enquiries of Directors and management and reviewing Board and Committee minutes regarding
known or suspected instances of fraud;
Gaining an understanding of the policies and procedures relating to the detection of fraud and internal
controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risks of fraud;
Evaluating performance incentives and opportunities for fraudulent manipulation of the financial
statements; and
Addressing the risks of fraud through management override of controls by performing journal entry testing.
Based on our risk assessment we identified management override of controls and valuation of unquoted
investments to be the areas most susceptible to fraud. Our audit procedures in respect of the above include
matters covered in Key audit matters above.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or non-compliance with regulation.
This
risk increases the more that compliance with a law or regulation is removed from the events and transactions
reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves
intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
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.
Martin Chatten
(Senior Statutory Auditor)
For and on behalf of Royce Peeling Green Limited
Chartered Accountants
Statutory Auditor
The Copper Room
Deva City Office Park
Trinity Way
Manchester M3 7BG
23 April 2025
Seneca Growth Capital VCT Plc
68
Annual Report & Financial Statements for the year ended 31 December 2024
AUDITOR’S REPORT
Financial
Statements
Seneca Growth Capital VCT Plc
69
Annual Report & Financial Statements for the year ended 31 December 2024
FINANCIAL STATEMENTS
Combined Income Statement
There was no other Comprehensive Income recognised during the year.
1.
The ‘Total’ column of the income statement and statement of comprehensive income is the profit and
loss account of the Company; the supplementary revenue return and capital return columns have been
prepared under guidance published by the Association of Investment Companies.
2.
All revenue and capital items in the above statement derive from continuing operations.
3.
The Company has only one class of business and derives its income from investments made in shares and
securities and from bank and money market funds.
4.
The Company has two share classes, the Ordinary share and B share class.
The Company has no recognised gains or losses other than the results for the year as set out above.
The accompanying notes are an integral part of the Financial Statements.
Combined
Year to 31 December 2024
Combined
Year to 31 December 2023
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gain on disposal of fixed asset
investments
-
100
100
-
942
942
(Loss) on valuation of fixed asset
investments
-
(3,709)
(3,709)
-
(3,343)
(3,343)
Income
11
224
-
224
3
-
3
Decrease in Performance fee
5
-
88
88
-
207
207
Investment management fee net of
cost cap
2
(54)
(161)
(215)
(57)
(171)
(228)
Other expenses
3
(230)
-
(230)
(252)
-
(252)
Return on ordinary activities
before tax
(60)
(3,682)
(3,742)
(306)
(2,365)
(2,671)
Tax on return on ordinary activities
6
-
-
-
-
-
-
Return on ordinary activities after
tax
(60)
(3,682)
(3,742)
(306)
(2,365)
(2,671)
Return on ordinary activities after tax
attributable to:
Owners of the fund
(60)
(3,682)
(3,742)
(306)
(2,365)
(2,671)
Seneca Growth Capital VCT Plc
70
Annual Report & Financial Statements for the year ended 31 December 2024
FINANCIAL STATEMENTS
Ordinary Share Income Statement
(Non-statutory Analysis)
Ordinary shares
Year to 31 December 2024
Ordinary shares
Year to 31 December 2023
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gain on disposal of fixed asset
investments
-
31
31
-
-
-
(Loss) on valuation of fixed asset
investments
9
-
(242)
(242)
-
(1,521)
(1,521)
Income
11
3
-
3
-
-
-
Decrease in Performance fee
5
-
88
88
-
207
207
Other expenses
2
(22)
-
(22)
(33)
-
(33)
Return on ordinary activities
before tax
(19)
(123)
(142)
(33)
(1,314)
(1,347)
Tax on return on ordinary activities
6
-
-
-
-
-
-
Return on ordinary activities after
tax
(19)
(123)
(142)
(33)
(1,314)
(1,347)
Return on ordinary activities after tax
attributable to:
Ordinary shareholders
(19)
(123)
(142)
(33)
(1,314)
(1,347)
Earnings per share – basic and
diluted
7
(02)p
(15)p
(17)p
(0.4)p
(16.2)p
(16.6)p
Seneca Growth Capital VCT Plc
71
Annual Report & Financial Statements for the year ended 31 December 2024
FINANCIAL STATEMENTS
B Share Income Statement
(Non-statutory Analysis)
B shares
Year to 31 December 2024
B shares
Year to 31 December 2023
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gain on disposal of fixed asset
investments
-
69
69
-
942
942
(Loss) on valuation of fixed asset
investments
9
-
(3,467)
(3,467)
-
(1,822)
(1,822)
Income
11
221
-
221
3
-
3
Investment management fee net of
cost cap
2
(54)
(161)
(215)
(57)
(171)
(228)
Other expenses
2
(208)
-
(208)
(219)
-
(219)
Return on ordinary activities
before tax
(41)
(3,559)
(3,600)
(273)
(1,051)
(1,324)
Tax on return on ordinary activities
6
-
-
-
-
-
-
Return on ordinary activities after
tax
(41)
(3,559)
(3,600)
(273)
(1,051)
(1,324)
Return on ordinary activities after tax
attributable to:
B shareholders
(41)
(3,559)
(3,600)
(273)
(1,051)
(1,324)
Earnings per share – basic and
diluted
7
(02)p
(154)p
(156)p
(1.4)p
(5.2)p
(6.6)p
Seneca Growth Capital VCT Plc
72
Annual Report & Financial Statements for the year ended 31 December 2024
FINANCIAL STATEMENTS
Combined Balance Sheet
The accompanying notes are an integral part of the Financial Statements.
The statements were approved by the Directors and authorised for issue on 23 April 2025 and are signed on
their behalf by:
Ian Dighé
Chair
Company No: 04221489
Combined as at
31 December 2024
Combined as at
31 December 2023
Note
£’000
£’000
£’000
£’000
Fixed asset investments*
9
9,954
11,863
Current assets:
Debtors
10
21
13
Cash at bank
1,537
1,455
Money market funds
16
2,645
3,896
Creditors: amounts falling due within one year
12
(161)
(189)
Net current assets
4,042
5,175
Creditors: amounts falling due after more than one year
12
(58)
(146)
Net assets
13,938
16,892
Called up equity share capital
13
324
299
Share premium
14
2,718
1,077
Capital redemption reserve
14
4
1
Special distributable reserve
14
19,623
20,504
Capital reserve – realised gains and losses
14
1,653
1,610
Capital reserve – holding gains and losses
14
(7,269)
(3,544)
Revenue reserve
14
(3,115)
(3,055)
Total equity shareholders' funds
13,938
16,892
*At fair value through profit and loss
Seneca Growth Capital VCT Plc
73
Annual Report & Financial Statements for the year ended 31 December 2024
FINANCIAL STATEMENTS
Ordinary Share Balance Sheet
(Non-statutory Analysis)
Ordinary shares as at
31 December 2024
Ordinary shares as at
31 December 2023
Note
£’000
£’000
£’000
£’000
Fixed asset investments*
9
1,174
1,453
Current assets:
Cash at bank
263
214
Creditors: amounts falling due within one year
12
(22)
(22)
Net current assets
241
192
Creditors: amounts falling due after more than one year
12
(58)
(146)
Net assets
1,357
1,499
Called up equity share capital
13
81
81
Special distributable reserve
3,436
3,436
Capital reserve – realised gains and losses
387
252
Capital reserve – holding gains and losses
(506)
(248)
Revenue reserve
(2,041)
(2,022)
Total equity shareholders' funds
1,357
1,499
Net asset value per share
8
167p
18.5p
*At fair value through profit and loss
Seneca Growth Capital VCT Plc
74
Annual Report & Financial Statements for the year ended 31 December 2024
FINANCIAL STATEMENTS
B Share Balance Sheet
(Non-statutory Analysis)
B shares as at
31 December 2024
B shares as at
31 December 2023
Note
£’000
£’000
£’000
£’000
Fixed asset investments*
9
8,780
10,410
Current assets:
Debtors
10
21
13
Cash at bank
1,274
1,241
Money market funds
16
2,645
3,896
Creditors: amounts falling due within one year
12
(139)
(167)
Net current assets
3,801
4,983
Net assets
12,581
15,393
Called up equity share capital
13
243
218
Share premium
2,718
1,077
Capital redemption reserve
4
1
Special distributable reserve
16,187
17,068
Capital reserve – realised gains and losses
1,266
1,358
Capital reserve – holding gains and losses
(6,763)
(3,296)
Revenue reserve
(1,074)
(1,033)
Total equity shareholders' funds
12,581
15,393
Net asset value per share
8
518p
70.7p
*At fair value through profit and loss
Seneca Growth Capital VCT Plc
75
Annual Report & Financial Statements for the year ended 31 December 2024
FINANCIAL STATEMENTS
Combined Statement of
Changes in Equity
The accompanying notes are an integral part of the Financial Statements.
Share
capital
Share
premium
Capital
Redemption
Reserve
Special
distributable
reserve
Capital
reserve
realised
gains/
(losses)
Capital
reserve
holding
gains/
(losses)
Revenue
reserve
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Balance as at
1 January 2023
269
14,537
-
5,642
2,113
(1,682)
(2,749)
18,130
B share issue
31
2,269
-
-
-
-
-
2,300
Own shares purchased for
cancellation
(1)
1
(76)
(76)
Capital reduction
-
(15,729)
-
15,729
-
Revenue return on ordinary
activities after tax
-
-
-
-
-
-
(306)
(306)
Expenses charged to capital
-
-
-
-
(171)
-
-
(171)
Performance fee allocated as
capital expenditure
-
-
-
-
207
-
-
207
Dividends paid
-
-
-
(791)
-
-
-
(791)
Current period gains on
disposal
-
-
-
-
942
-
-
942
Current period losses on fair
value of investments
-
-
-
-
-
(3,343)
-
(3,343)
Prior years' unrealised losses
now realised
-
-
-
-
(1,481)
1,481
-
-
Balance as at
31 December 2023
299
1,077
1
20,504
1,610
(3,544)
(3,055)
16,892
B share issue
28
1,641
-
-
-
-
-
1,669
Own shares purchased for
cancellation
(3)
-
3
(164)
-
-
-
(164)
Revenue return on ordinary
activities after tax
-
-
-
-
-
-
(60)
(60)
Expenses charged to capital
-
-
-
-
(161)
-
-
(161)
Performance fee allocated as
capital expenditure
-
-
-
-
88
-
-
88
Dividends paid
-
-
-
(717)
-
-
-
(717)
Current period gains on
disposal
-
-
-
-
100
-
-
100
Current period losses on fair
value of investments
-
-
-
-
-
(3,709)
-
(3,709)
Prior years' unrealised losses
now realised
-
-
-
-
16
(16)
-
-
Balance as at
31 December 2024
324
2,718
4
19,623
1,653
(7,269)
(3,115)
13,938
Seneca Growth Capital VCT Plc
76
Annual Report & Financial Statements for the year ended 31 December 2024
FINANCIAL STATEMENTS
Share
capital
Share
premium
Capital
Redemption
Reserve
Special
distributable
reserve
Capital
reserve
realised
gains/
(losses)
Capital
reserve
holding
gains/
(losses)
Revenue
reserve
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Balance as at
1 January 2023
81
-
-
3,598
985
333
(1,989)
3,008
Revenue return on ordinary
activities after tax
-
-
-
-
-
-
(33)
(33)
Performance fee allocated as
capital expenditure
-
-
-
-
207
-
-
207
Dividends paid
-
-
-
(162)
-
-
-
(162)
Current period gains on
disposal
-
-
-
-
-
-
-
-
Current period losses on fair
value of investments
-
-
-
-
-
(1,521)
-
(1,521)
Prior years' unrealised losses
now realised
-
-
-
-
(940)
940
-
-
Balance as at
31 December 2023
81
-
-
3,436
252
(248)
(2,022)
1,499
Revenue return on ordinary
activities after tax
-
-
-
-
-
-
(19)
(19)
Performance fee allocated as
capital expenditure
-
-
-
-
88
-
-
88
Dividends paid
-
-
-
-
-
-
-
-
Current period gains on
disposal
-
-
-
-
31
-
-
31
Current period losses on fair
value of investments
-
-
-
-
-
(242)
-
(242)
Prior years' unrealised losses
now realised
-
-
-
-
16
(16)
-
-
Balance as at
31 December 2024
81
-
-
3,436
387
(506)
(2,041)
1,357
Ordinary Shares Statement
of Changes in Equity
(Non-statutory Analysis)
Seneca Growth Capital VCT Plc
77
Annual Report & Financial Statements for the year ended 31 December 2024
FINANCIAL STATEMENTS
B Shares Statement of
Changes in Equity
(Non-statutory Analysis)
Share
capital
Share
premium
Capital
Redemption
Reserve
Special
distributable
reserve
Capital
reserve
realised
gains/
(losses)
Capital
reserve
holding
gains/
(losses)
Revenue
reserve
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Balance as at
1 January 2023
188
14,537
-
2,044
1,128
(2,015)
(760)
15,122
B share issue
31
2,269
-
-
-
-
-
2,300
Own shares purchased for
cancellation
(1)
-
1
(76)
-
-
-
(76)
Capital reduction
-
(15,729)
-
15,729
-
-
-
-
Revenue return on ordinary
activities after tax
-
-
-
-
-
-
(273)
(273)
Expenses charged to capital
-
-
-
-
(171)
-
-
(171)
Dividends paid
-
-
-
(629)
-
-
-
(629)
Current period gains on
disposal
-
-
-
-
942
-
-
942
Current period losses on fair
value of investments
-
-
-
-
-
(1,822)
-
(1,822)
Prior years’ unrealised profits
now realised
-
-
-
-
(541)
541
-
-
Balance as at
31 December 2023
218
1,077
1
17,068
1,358
(3,296)
(1,033)
15,393
B share issue
28
1,641
-
-
-
-
-
1,669
Own shares purchased for
cancellation
(3)
-
3
(164)
-
-
-
(164)
Revenue return on ordinary
activities after tax
-
-
-
-
-
-
(41)
(41)
Expenses charged to capital
-
-
-
-
(161)
-
-
(161)
Dividends paid
-
-
-
(717)
-
-
-
(717)
Current period gains on
disposal
-
-
-
-
69
-
-
69
Current period losses on fair
value of investments
-
-
-
-
-
(3,467)
-
(3,467)
Prior years’ unrealised losses
now realised
-
-
-
-
-
-
-
-
Balance as at
31 December 2024
243
2,718
4
16,187
1,266
(6,763)
(1,074)
12,581
Seneca Growth Capital VCT Plc
78
Annual Report & Financial Statements for the year ended 31 December 2024
FINANCIAL STATEMENTS
Combined Statement of
Cash Flows
Combined Year to
31 December 2024
Combined Year to
31 December 2023
Note
£’000
£’000
Cash flows from operating activities
Return on ordinary activities before tax
(3,742)
(2,671)
Adjustments for:
Increase in debtors
10
(8)
(3)
Decrease in creditors
12
(116)
(186)
Gain on disposal of fixed asset investments
(100)
(942)
Loss on valuation of fixed asset investments
3,709
3,343
Cash from operations
(257)
(459)
Income taxes paid
6
-
-
Net cash used in operating activities
(257)
(459)
Cash flows from investing activities
Purchase of fixed asset investments
9
(1,966)
(2,437)
Sale of fixed asset investments
9
266
1,749
Total cash outflow from investing activities
(1,700)
(688)
Cash flows from financing activities
Dividend paid
14
(717)
(791)
Own shares purchased for cancellation
14
(164)
(76)
Issue of B shares
13
1,669
2,300
Total cash inflow from financing activities
788
1,433
(Decrease) / increase in cash and cash equivalents
(1,169)
286
Opening cash and cash equivalents
5,351
5,065
Closing cash and cash equivalents
4,182
5,351
Cash and cash equivalents comprise
Cash at bank
1,537
1,455
Money market funds
16
2,645
3,896
Closing cash and cash equivalents
4,182
5,351
The accompanying notes are an integral part of the Financial Statements.
Seneca Growth Capital VCT Plc
79
Annual Report & Financial Statements for the year ended 31 December 2024
FINANCIAL STATEMENTS
Ordinary Shares Statement of Cash
Flows (Non-statutory Analysis)
Ordinary shares Year
to 31 December 2024
Ordinary shares Year
to 31 December 2023
Note
£’000
£’000
Cash flows from operating activities
Return on ordinary activities before tax
(142)
(1,347)
Adjustments for:
Decrease in creditors
(88)
(207)
Gain on disposal of fixed asset investments
(31)
-
Loss on valuation of fixed asset investments
9
242
1,521
Cash from operations
(19)
(33)
Income taxes paid
6
-
-
Net cash used in operating activities
(19)
(33)
Cash flows from investing activities
Sale of fixed asset investments
9
68
-
Total cash inflow / (outflow) from investing activities
68
(33)
Cash flows from financing activities
Dividend paid
-
(162)
Total cash outflow from financing activities
-
(162)
Increase / (decrease) in cash and cash equivalents
49
(195)
Opening cash and cash equivalents
214
409
Closing cash and cash equivalents
263
214
Cash and cash equivalents comprise
Cash at bank
263
214
Closing cash and cash equivalents
263
214
Seneca Growth Capital VCT Plc
80
Annual Report & Financial Statements for the year ended 31 December 2024
FINANCIAL STATEMENTS
B Shares Statement of Cash
Flows (Non-statutory Analysis)
B shares Year to
31 December 2024
B shares Year to
31 December 2023
Note
£’000
£’000
Cash flows from operating activities
Return on ordinary activities before tax
(3,600)
(1,324)
Adjustments for:
Increase in debtors
(8)
(3)
(Decrease) / increase in creditors
(28)
21
Gain on disposal of fixed asset investments
(69)
(942)
Loss on valuation of fixed asset investments
9
3,467
1,822
Cash from operations
(238)
(426)
Income taxes paid
6
-
-
Net cash used in operating activities
(238)
(426)
Cash flows from investing activities
Purchase of fixed asset investments
9
(1,966)
(2,437)
Sale of fixed asset investments
9
198
1,749
Total cash outflow from investing activities
(1,768)
(688)
Cash flows from financing activities
Dividend paid
(717)
(629)
Own shares purchased for cancellation
(164)
(76)
Issue of B shares
13
1,669
2,300
Total cash inflow from financing activities
788
1,595
(Increase) / decrease in cash and cash equivalents
(1,218)
481
Opening cash and cash equivalents
5,137
4,656
Closing cash and cash equivalents
3,919
5,137
Cash and cash equivalents comprise
Cash at bank
1,274
1,241
Money market funds
16
2,645
3,896
Closing cash and cash equivalents
3,919
5,137
Seneca Growth Capital VCT Plc
81
Annual Report & Financial Statements for the year ended 31 December 2024
FINANCIAL STATEMENTS
Notes to the Financial Statements
The Company is a public company and is limited by shares
1 Accounting Policies
Basis of preparation
The Financial Statements have been prepared under the historical cost convention, except for the measurement
at fair value of certain financial instruments, and in accordance with UK Generally Accepted Accounting
Practice (“GAAP”), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of
Ireland (January 2022)” and with the Companies Act 2006 and the Statement of Recommended Practice (SORP)
‘Financial Statements of Investment Trust Companies and Venture Capital Trusts (revised 2021)’.
The principal accounting policies have remained materially unchanged from those set out in the Company’s
2023 Annual Report and Financial Statements. A summary of the principal accounting policies is set out below.
The Financial Statements are presented in Sterling (£). The functional currency is also Sterling (£).
The Company held all fixed asset investments at fair value through profit or loss. Accordingly, all interest
income, fee income, expenses and gains and losses on investments are attributable to assets held at fair value
through profit or loss.
The most important policies affecting the Company’s financial position are those related to investment valuation
and require the application of subjective and complex judgments, often as a result of the need to make
estimates about the effects of matters that are inherently uncertain and may change in subsequent periods.
These are discussed in more detail below..
Going Concern
As at 31 December 2024, the assets of the Company consist mainly of securities, nineteen of which are AIM
quoted, relatively liquid and readily accessible, as well as £1.5 million of cash at bank as at 31 December 2024
and £2.7 million invested in three money-market funds to manage liquidity. As at 31 December 2024, 30% of net
assets was cash and cash equivalents (2023: 32%). After reviewing the Company’s forecasts and expectations,
the Directors have a reasonable expectation that the Company has adequate resources to continue in
operational existence for a period of at least 12 months from the date of the signing of these Financial
Statements, The Company therefore continues to adopt the going concern basis in preparing its Financial
Statements.
The Company notes the continuing material market volatility as a result of macroeconomic pressures, including
increased costs from inflationary pressures as a result of the military invasion of Ukraine by Russian forces, the
current situation in the Middle East and increasing global trade tariffs. The Company’s Board and Investment
Manager are focused on ensuring that investee companies are taking the required actions to minimise the
potential impact that these conditions could have on them. The Board and Seneca will continue to review these
potential risks and keep those risks under regular review but do not consider the current conditions to have a
material impact on the Company’s own ability to continue as a going concern.
Key judgments and estimates
The preparation of the Financial Statements requires the Board to make judgments and estimates regarding the
application of policies affecting the reported amounts of assets, liabilities, income and expenses. Estimates and
assumptions mainly relate to the fair valuation of the fixed asset investments particularly unquoted investments.
Estimates are based on historical experience and other assumptions that are considered reasonable under the
circumstances. The estimates and the assumptions are under continuous review with particular attention paid to
the carrying value of the investments.
Investments are regularly reviewed to ensure that the fair values are appropriately stated. Unquoted investments
are valued in accordance with current International Private Equity and Venture Capital Valuation (IPEV)
guidelines, which can be found at www.privateequityvaluation.com, although this does rely on subjective
estimates such as appropriate sector earnings or revenue multiples, forecast results of investee companies,
Seneca Growth Capital VCT Plc
82
Annual Report & Financial Statements for the year ended 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS
asset values of investee companies and liquidity or marketability of the investments held. The material factors
affecting the returns and net assets attributable to shareholders of the different share classes are the valuations
of the Ordinary and B share pools and ongoing general expenses.
Although the Directors believe that the assumptions concerning the business environment and estimate of
future cash flows are appropriate, changes in estimates and assumptions could result in changes in the stated
values. This could lead to additional changes in fair value in the future.
Cash and cash equivalents
Cash, for the purposes of the cash flow statement, comprises cash at bank and money market funds. Cash
equivalents are current asset investments which are disposable without curtailing or disrupting the business
and are either readily convertible into known amounts of cash at or close to their carrying values or traded in an
active market. This comprises investments in money market funds.
Fixed asset investments
The Company’s principal financial assets are its investments and the policies in relation to those assets are set
out below.
Purchases and sales of investments are recognised in the Financial Statements at the date of the transaction
(trade date).
These investments will be managed and their performance evaluated on a fair value basis and information about
them is provided internally on that basis to the Board. Accordingly, as permitted by FRS 102, the investments are
measured as being fair value through profit or loss on the basis that they qualify as a group of assets managed,
and whose performance is evaluated, on a fair value basis in accordance with a documented investment
strategy. The Company’s investments are measured at subsequent reporting dates at fair value.
In the case of investments quoted on a recognised stock exchange, fair value is established by reference to
the closing bid price on the relevant reporting date or the last traded price, depending upon convention of the
exchange on which the investment is quoted. In the case of AIM quoted investments this is the closing bid price.
In the case of unquoted investments, fair value is established by using measures of value such as the price of
recent transactions, earnings or revenue multiples, discounted cash flows and net assets. These are consistent
with the IPEV guidelines.
Gains and losses arising from changes in fair value of investments are recognised as part of the capital return
within the Income Statement and allocated to the capital reserve - holding gains/(losses) on the Balance Sheet
and within the Statement of Changes in Equity.
In the preparation of the valuations of assets the Directors are required to make judgments and estimates that
are reasonable and incorporate their knowledge of the performance of the investee companies.
Fair value hierarchy
Paragraph 34.22 of FRS 102 regarding financial instruments that are measured in the balance sheet at fair value
requires disclosure of fair value measurements dependent on whether the stock is quoted and the level of the
accuracy in the ability to determine its fair value. The fair value measurement hierarchy is as follows:
For quoted investments:
Level 1:
quoted prices in active markets for an identical asset. The fair value of financial instruments traded
in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active
if quoted prices are readily and regularly available, and those prices represent actual and regularly occurring
market transactions on an arm’s length basis. The quoted market price used for financial assets held is the bid
price at the Balance Sheet date.
Level 2:
where quoted prices are not available (or where a stock is normally quoted on a recognised stock
exchange that no quoted price is available), the price of a recent transaction for an identical asset, providing
there has been no significant change in economic circumstances or a significant lapse in time since the
transaction took place. The Company held no such investments in the current or prior year.
For investments not quoted in an active market:
Level 3:
the fair value of financial instruments that are not traded in an active market is determined by using
valuation techniques. These valuation techniques maximise the use of observable data (e.g.: the price of recent
Seneca Growth Capital VCT Plc
83
Annual Report & Financial Statements for the year ended 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS
transactions, earnings/revenue multiple, discounted cash flows and/or net assets) where it is available and rely
as little as possible on entity specific estimates.
Current asset investments
No current asset investments were held at 31 December 2024 or 31 December 2023. Should current assets be
held, gains and losses arising from changes in fair value of investments are recognised as part of the capital
return within the Income Statement and allocated to the capital reserve - gains/(losses) on disposal.
Income
Investment income includes interest earned on bank balances, money market funds, from unquoted loan note
securities and dividends. Fixed returns on debt are recognised on a time apportionment basis so as to reflect the
effective yield, provided it is probable that payment will be received in due course.
Expenses
All expenses are accounted for on an accruals basis. Expenses are charged wholly to revenue with the exception
of the performance and management fee. The performance fee is charged 100% to the capital reserve and the
investment management fee charged to the B shares has been split 25% revenue and 75% capital, in line with
industry practice and to reflect the Board’s estimated split of investment returns which will be achieved by the
Company’s B shares over the long term. Expenses and liabilities not specific to a share class were chargeable to
the B share pool for a period of three years from 1 July 2018 (subject to the cost cap discussed in Note 2). Since
1 July 2021, expenses are allocated pro-rata between the B shares and Ordinary shares based on their respective
net asset values. These costs, including the annual management fee in the case of the B share pool, are capped
at 3% of the net asset value of each share class.
Revenue and capital
The revenue column of the Income Statement includes all income and revenue expenses of the Company.
The capital column includes gains and losses on disposal and holding gains and losses on investments, as well
as those expenses that have been charged as capital costs. Gains and losses arising from changes in fair value
of investments are recognised as part of the capital return within the Income Statement and allocated to the
appropriate capital reserve on the basis of whether they are realised or unrealised at the Balance Sheet date.
Taxation
Current tax is recognised for the amount of income tax payable in respect of the taxable profit for the current
or past reporting periods using the applicable tax rate. The tax effect of different items of income/gain and
expenditure/loss is allocated between capital and revenue return on the “marginal” basis as recommended in the
SORP.
Deferred tax is recognised on an undiscounted basis in respect of all timing differences that have originated but
not reversed at the balance sheet date, except as otherwise indicated.
Deferred tax assets are only recognised to the extent that it is probable that they will be recovered against the
reversal of deferred tax liabilities or other future taxable profits.
Financial instruments
The Company’s principal financial assets are its investments and its cash and the policies in relation to those
assets are set out above. Financial liabilities and equity instruments are classified according to the substance
of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual
interest in the assets of the Company after deducting all of its financial liabilities. Where the contractual terms of
share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity
instrument.
Capital management is monitored and controlled using the internal control procedures set out on pages 52 to
53 of this report. The capital being managed includes equity and fixed-interest investments, cash balances and
liquid resources including debtors and creditors.
The Company does not have any externally imposed capital requirements.
Reserves
Called up equity share capital
– represents the nominal value of shares that have been issued.
Share premium account
– includes any premiums received on issue of share capital. Any transaction costs
associated with the issuing of shares are deducted from share premium.
Capital redemption reserve
– represents the nominal value of shares bought back from shareholders and
cancelled.
Seneca Growth Capital VCT Plc
84
Annual Report & Financial Statements for the year ended 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS
Special distributable reserve
– includes cancelled share premium and capital redemption reserves available for
distribution, share buy backs and may be used to cover dividend payments.
Capital reserve
– holding gains and losses created when the Company revalues the investments still held during
the year with any gains or losses arising being credited/ charged to the Capital reserve.
Capital reserve
– gains and losses on disposal created when an investment is sold. Any balance held in the
Capital reserve – holding gains and losses is transferred to the Capital reserve – realised gains and losses on
disposal and recognised as a movement in reserves.
Revenue reserve
– represents the aggregate value of accumulated realised profits (excluding capital profits), less
losses and dividends.
Dividends payable
Dividends payable are recognised as distributions in the Financial Statements when the Company’s liability to
make payment has been established. This liability is established for interim dividends when they are declared by
the Board, and for final dividends when they are approved by shareholders.
2
Investment Management Fees for B Shares
Year to
31 December 2024
£’000
Year to
31 December 2023
£’000
Gross investment management fee
281
298
Cost cap refund from Seneca
(66)
(70)
Investment management fee net of cost cap
215
228
Seneca is entitled to an annual management fee of 2% of the weighted net asset value of the B share pool (2023:
2%) and, with effect from 1 August 2019, is also entitled to an annual fee of £9,000 (plus VAT, if applicable) in
relation to management accounting services. These fees are payable quarterly in arrears. Seneca will also be
entitled to certain monitoring fees from investee companies and the Board reviews the amounts (please see
Note 19).
Seneca is also entitled to receive a performance related incentive fee (the “Performance Incentive Fee”) in
relation to the B share pool of an amount equal to 20% of the shareholder proceeds arising, provided that the
payment of such a fee shall also be conditional upon (i) a return being generated on the B share pool for B
shareholders in respect of that performance period of more than 5% per annum (pro-rated if that period is less
than a year) and (ii) that such a return calculated for the period from 23 August 2018 to the end of the relevant
performance period exceeds 5% per annum.
Shareholder proceeds are all amounts paid by way of dividend or other distributions, share buy backs, proceeds
on a sale or liquidation of the Company in relation to the B shares and calculated on a per share basis, and any
other proceeds or value received or deemed to be received by the holders of the relevant shares (excluding any
income tax relief on subscription).
For the avoidance of doubt, no Performance Incentive Fee will be payable to the extent that the shareholder
proceeds paid by the Company to the holders of the B shares have been justified by reference to distributable
reserves otherwise attributable to the Ordinary share pool (as permitted in accordance with the Articles).
For a three-year period with effect from 1 July 2018, expenses of the Company were capped at 3% of
the weighted average net asset value of the B shares, including the management fee (but excluding any
performance fee). Since 1 July 2021, expenses have been capped at 3% across both the Ordinary share pool
and the B share pool pro-rata to their respective net asset values. In the current year, the Ordinary share pool’s
proportion of the running costs was £22k and the B share pool’s proportion of the running costs was £208k.
The Investment Manager will indemnify the Company for any excess over the cost cap, with an amount equal
to such excess either being paid by Seneca to the Company or refunded by way of a reduction to its fees.
Accordingly, Seneca reduced its management fee by £66k in the year to 31 December 2024 (2023: reduced by
£70k).
Expenses are charged wholly to revenue with the exception of the (net) investment management fee which has
been charged 75% to the capital reserve in line with industry practice and the performance fee.
Seneca Growth Capital VCT Plc
85
Annual Report & Financial Statements for the year ended 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS
3 Other Expenses
Year to
31 December 2024
£’000
Year to
31 December 2023
£’000
Directors’ remuneration and social security costs
89
79
Fees payable to the Company’s auditor for the audit of the
Financial Statements
38
36
Legal and professional expenses
61
90
Accounting and administration services
20
21
Other expenses (revenue)
22
26
Other expenses (capital)
-
-
230
252
Expenses are capped at 3% across both the Ordinary share pool and the B share pool pro-rata to their respective
net asset values. Any expenditure related specifically to assets in one pool is chargeable to that pool.
4 Directors’ Remuneration
Year to
31 December 2024
£
Year to
31 December 2023
£
Directors’ emoluments:
Ian Dighé (Chair)
19,083
3,814
Alex Clarkson
18,958
16,558
Mary Anne Cordeiro
18,958
10,839
Richard Manley
18,958
16,490
John Hustler
6,596
16,558
Richard Roth
-
10,565
82,553
74,824
Apart from the Directors’ fees detailed above, none of the Directors received any other remuneration from the
Company during the year.
Directors’ emoluments are exclusive of employers’ National Insurance contributions, which totalled £6,377
(2023: £4,443). Together, the Directors’ remuneration and social security costs totalled £88,930 (2023: £79,267).
Certain Directors may become entitled to receive a share of the Performance Incentive Fee related to the
Ordinary share pool as detailed in the Directors’ Remuneration Report on page 60 and in Note 5.
The Company has no employees other than non-executive Directors. The average number of non-executive
Directors in the year was four (2023: four).
Seneca Growth Capital VCT Plc
86
Annual Report & Financial Statements for the year ended 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS
5
Performance Fees for Ordinary Shares
The performance incentive fees are calculated separately on the Ordinary shares and the B shares. Performance
incentive fees in relation to the Ordinary shares are potentially payable to past and current members of the CAC.
The current member of the CAC is John Hustler.
The CAC entered into an agreement to take over management of the Company’s investments on 30 July 2007
(the “2007 Agreement”) and at that time a revised performance incentive scheme was implemented, such that
its members would be entitled to 20% of all cash returns above the initial net cost to subscribing shareholders of
80p (the “Accrued Performance Incentive Fee”).
On 7 October 2015, the performance incentive fee structure was further amended as follows. In respect of
the period to 31 December 2014, the Accrued Performance Incentive Fee on the Ordinary share class of up to
£702,000 shall be payable to James Otter (a former director of the Company who was also a member of the
CAC), Charles Breese (a former director of the Company who was also a member of the CAC) and John Hustler,
in equal proportions (with the liability to pay a director his share of such fee being extinguished if the fee is due
for payment five years after his ceasing to be a member of the CAC. Such extinguished fees are credited back to
the Company).
The liability to pay James Otter his share of any potential Accrued Performance Incentive Fee was extinguished
on 7 October 2020 - the fifth anniversary of his ceasing to be a member of the CAC and the liability to pay
Charles Breese his share of any potential Accrued Performance Incentive Fee was extinguished on 10 June 2024
– the fifth anniversary of his ceasing to be a member of the CAC. No payment has, or will be paid, to James
Otter or Charles Breese under these schemes as the required shareholder distributions had not been made
in time and therefore the maximum total sum payable under the Accrued Performance Incentive Fee is now
reduced from £702,000 to £234,000.
As a result of the reduction in the Accrued Performance Incentive Fee by two thirds, the amount of the Accrued
Performance Incentive Fee shall be 8.3% of any dividends and capital distributions returned to shareholders,
which in total exceed the sum of 80p per Ordinary share (the “Hurdle”). This includes dividends paid to date
on the Ordinary shares, being 73.3p per share. As a result of this, for every £1 potentially distributable in excess
of the Hurdle, 80p shall be distributed to shareholders and 6.67p shall be paid as the Accrued Performance
Incentive Fee, with 13.33p (being two thirds of the original 20p) retainable by the Company up until an amount
of 114.65p per Ordinary share has been distributed to Ordinary shareholders, after which no further payment
is payable in respect of the Accrued Performance Incentive Fee or otherwise under the terms of the 2007
Agreement (as amended). The Accrued Performance Incentive Fee shall be paid at the same time as payments
are made to the Ordinary shareholders. All distributions by way of dividends and capital distributions in relation
to the Ordinary share class shall count towards the Accrued Performance Incentive Fee and where non-cash
dividends are declared the Company’s auditors shall assess their value by reference to a distribution per share.
Following payment in full of the Accrued Performance Incentive Fee, a further performance incentive fee may
become payable to the CAC in relation to the period after 7 October 2015 (the, “Further Performance Incentive
Fee”).
Following the amendment on 7 October 2015, any returns above the 31 December 2014 levels are subject to a
further hurdle (the “Further Hurdle”), and the Further Performance Incentive Fee reduces the share to the CAC to
10% of sums returned to Ordinary shareholders by way of dividends and capital distributions of whatever nature,
which in total exceed the Further Hurdle (excluding any initial tax relief on the subscription for the Ordinary
shares). The “Base Figure” for the Further Hurdle shall be 90.4p per Ordinary share and shall be increased by a
sum equal to notional interest thereon, at the rate of 1.467% per quarter from 1 January 2015, compounded
with quarterly rests. For the purposes of determining the increase in the Base Figure, the amount on which
notional interest is to accrue in each quarter shall be reduced by the amount of all sums returned to Ordinary
shareholders by way of dividends and capital distributions in the previous quarter. Shareholders will need to
have received distributions of 114.65p per Ordinary share, together with the amount to take account of notional
interest as calculated above, before any Further Performance Incentive Fee is payable.
As at 31 December 2024, the Total Gross Return in respect of the Ordinary shares is 90.68p. 0.71p per Ordinary
share totals £58k, which has been accrued as part of this performance fee liability (31 December 2023: 93.51p,
1.80p and £146k respectively). The reduction of £88k in the Accrued Performance Incentive Fee has been
recognised as capital income in the Ordinary share income statement (2023: capital income of £207k).
Assuming no dividends are paid on the Ordinary shares in 2025, the Total Gross Return would need to exceed
184.9p at 31 December 2025 before any Further Performance Incentive Fee could be due, and at that time it
would be 10% of any dividends or capital distributions made above this threshold. If the Further Performance
Incentive Fee is not triggered (as it has not been in this financial year) the Further Hurdle, net of dividends paid,
increments by a compound annual growth rate of 6%, applied quarterly as described above.
Seneca Growth Capital VCT Plc
87
Annual Report & Financial Statements for the year ended 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS
If John Hustler, as the sole remaining member of the CAC, considers it necessary to engage external advisors
in support of managing the Ordinary share portfolio, the costs of this will be borne by the Ordinary share pool.
The Further Performance Incentive Fee is now only payable to John Hustler as the last remaining member of
the CAC who has been a member of that committee since 7 October 2015, on a pro rata basis, linked to the
relative amount of time since the date of the 7 October 2015 agreement and his tenure as a member of the CAC.
An individual will not be entitled to payment of any of Further Performance Incentive Fee if he ceased to be a
member of the CAC in certain conditions, or ceased to be a member of the CAC more than five years before the
payment of any amount of Further Performance Incentive Fee becomes due and any such fees will be credited
back to the Company. For the purposes of the Further Performance Incentive Fee, the method of determining
distributions will follow that used in calculating the Accrued Performance Incentive Fee.
6 Tax on Ordinary Activities
The corporation tax charge for the year was £nil (2023: £nil).
The tax charge is calculated on return on ordinary activities before taxation at the applicable rate of 25% (2023:
23.52%).
Current Tax Reconciliation:
Year to
31 December 2024
£’000
Year to
31 December 2023
£’000
Return on Ordinary activities before tax
(3,742)
(2,671)
Current tax at 25% (2023: 23.52%)
(936)
(628)
Gains/losses not subject to tax
902
565
Income not subject to tax
(56)
-
Performance fee accrual not tax deductible
(22)
(49)
Excess management expenses carried forward
112
112
Total current tax charge and tax on results of ordinary
activities
-
-
The Company has excess management expenses of £4,440,000 (2023: £4,210,000) to carry forward to offset
against future taxable profits.
Approved VCTs are exempt from tax on capital gains within the Company. Since the Directors intend that the
Company will continue to conduct its affairs so as to maintain its approval as a VCT, no current deferred tax has
been provided in respect of any capital gains or losses arising on the revaluation or disposal of investments.
7
Earnings per Share
The earnings per Ordinary share is based on 8,115,376 (31 December 2023: 8,115,376) shares, being the weighted
average number of Ordinary shares in issue during the year, and a return for the year totalling negative £142,000
(31 December 2023: negative £1,347,000).
The earnings per B share is based on 23,114,750 (31 December 2023: 20,116,139) shares, being the weighted
average number of B shares in issue during the year, and a return for the year totalling negative £3,600,000 (31
December 2023: negative £1,324,000).
There are no potentially dilutive capital instruments in issue and, therefore, no diluted returns per share figures
are relevant. The basic and diluted earnings per share are therefore identical.
8 Net Asset Value per Share
The calculation of NAV per Ordinary share as at 31 December 2024 is based on 8,115,376 Ordinary shares in
issue at that date (31 December 2023: 8,115,376).
The calculation of NAV per B share as at 31 December 2024 is based on 24,268,425 B shares in issue at that date
(31 December 2023: 21,780,329).
Seneca Growth Capital VCT Plc
88
Annual Report & Financial Statements for the year ended 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS
9 Fixed Asset Investments
Ordinary Shares
Level 1:
AIM-quoted
investments
£’000
Level 3:
Unquoted
investments
£’000
Total
investments
£’000
Valuation and net book amount:
Book cost at 1 January 2024
832
2,573
3,405
Cumulative revaluation
621
(2,573)
(1,952)
Valuation at 1 January 2024
1,453
-
1,453
Movement in the year:
Disposals – cost
(21)
-
(21)
Disposals – revaluation
(16)
-
(16)
Revaluation in year
(242)
-
(242)
Valuation at 31 December 2024
1,174
-
1,174
Book cost at 31 December 2024
811
2,573
3,384
Revaluation to 31 December 2024
363
(2,573)
(2,210)
Valuation at 31 December 2024
1,174
-
1,174
B Shares
Level 1:
AIM-quoted
investments
£’000
Level 3:
Unquoted
investments
£’000
Total
investments
£’000
Valuation and net book amount:
Book cost as at 1 January 2024
8,726
5,379
14,105
Cumulative revaluation
(3,966)
271
(3,695)
Valuation at 1 January 2024
4,760
5,650
10,410
Movement in the year:
Purchases at cost
954
1,012
1,966
Disposals – cost
(129)
-
(129)
Disposals – revaluation
-
-
-
Revaluation in year
(2,888)
(579)
(3,467)
Valuation at 31 December 2024
2,697
6,083
8,780
Book cost at 31 December 2024
9,551
6,392
15,943
Revaluation to 31 December 2024
(6,854)
(309)
(7,163)
Valuation at 31 December 2024
2,697
6,083
8,780
Seneca Growth Capital VCT Plc
89
Annual Report & Financial Statements for the year ended 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS
Further details of the fixed asset investments held by the Company are shown within the Investment Manager’s
Report on pages 14 to 35.
Full details of the valuation methods used by the Company are set out in Note 1 of these financial statements.
Where investments are held in quoted stocks, fair value is set at the market bid price.
All investments are initially measured at their transaction price. Subsequently, at each reporting date, the
investments are valued at fair value through profit or loss, and all capital gains or losses on investments are so
measured. Unquoted fixed asset investments are valued at fair value in accordance with the IPEV guidelines.
The changes in fair value of such investments recognised in these Financial Statements are treated as unrealised
holding gains or losses.
Level 3 valuations include assumptions based on non-observable market data, such as discounts applied either
to reflect changes in fair value of financial assets held at the price of recent fundraise, or to adjust revenue
or earnings multiples. Of the Company’s Level 3 investments, 38% are valued based on a revenue multiple
approach and 62% are valued based on price of recent fundraise, with significant independent third-party
investment underpinning the price, reviewed and adjusted for fair value and factors relevant to the background
of the specific investment, such as preference rights, waterfall structure and/or material trading considerations
(2023: 100% were valued based on a price of recent fundraise ). Therefore, each valuation has a degree of
significant judgment applied to the valuation inputs. Throughout this exercise, and where the value of the
Company’s equity investments have been benchmarked using trading multiples to support adjustments to
fair value, multiples used are reviewed and compared to industry peers, based on size, stage of development,
revenue generation and growth rate, as well as their wider strategy and market position. These multiples
are calculated in the traditional manner, by dividing the enterprise value of the comparable group by its
revenue, EBITDA or earnings depending on what is the norm in a particular sector driven by how acquisitions
in that sector are typically valued. The trading multiple is then adjusted for considerations such as illiquidity,
marketability and other differences, advantages and disadvantages between the portfolio company and the
comparable public companies based on company specific facts and circumstances. As at the balance sheet date,
the Company held £573k in loan notes in two level 3 investments: a £50k VCT qualifying convertible loan note in
Solascure and a £523k VCT qualifying loan note in Forma-Care.
When considering the valuations and valuation methodologies, we determined that the fair value for the B share
pool’s investments in Silkred, Bright Network and HubBox were most appropriately valued on a revenue multiple
basis and Fabacus, Alderley Lighthouse Labs, Geomiq, Forma-Care and Solascure were most appropriately
valued based on the price of a recent investment, with Fabacus, Alderley Lighthouse Labs and Geomiq
benchmarked by a revenue multiple based approach with adjustments made to fair value where appropriate.
Due to the proximity of the recent investment into Forma-Care and Solascure, those unquoted holdings were
valued as at the price of a recent fundraise and fair value reviewed for factors specific to each investment which
required a greater degree of judgment. An earnings multiple based approach was not considered appropriate for
any B share pool investments at this point given their stage of development.
The valuations for the remaining B share pool unquoted investments are also based on the price of funds last
raised and are reviewed for change in fair value.
Similar valuation methodologies as highlighted above are also considered in assessing the fair value of the
Ordinary share pool’s unquoted investments.
A detailed assessment of the respective value of each portfolio company is performed in each instance in
order to gain the necessary comfort as to whether a fair value reduction or uplift is required. This process
involves a review of the progress made by each investee company, recent developments in the M&A market and
comparisons to listed competitors across all relevant key performance indicators.
FRS 102 requires the Directors to consider the impact of changing one or more of the assumptions used as
part of the valuation process to reasonable possible alternative assumptions. Each of the relevant unquoted
portfolio companies has been reviewed in order to identify the sensitivity of the valuation methodology to using
alternative assumptions. Where discounts have been applied (for example to revenue levels) alternatives have
been considered which still fall within the IPEV Guidelines.
Seneca Growth Capital VCT Plc
90
Annual Report & Financial Statements for the year ended 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS
10 Debtors
31 December 2024
£’000
31 December 2023
£’000
Prepayments
10
10
Accrued Income
11
3
Total
21
13
11 Income
31 December 2024
£’000
31 December 2023
£’000
Deposit interest
30
-
Loan note interest
23
-
Money market funds interest
171
3
Total Income
224
3
12 Creditors
31 December 2024
£’000
31 December 2023
£’000
Amounts falling due within one year
Trade creditors
-
12
PAYE/NIC
6
8
Other creditors
23
23
Accruals
132
146
Total amounts falling due within one year
161
189
Amounts falling due after one year
Accruals
58
146
Total amounts falling due after one year
58
146
The amount falling due after more than one year relates to the potential liability for a performance fee on the
Ordinary share portfolio. More details are in Note 5.
Seneca Growth Capital VCT Plc
91
Annual Report & Financial Statements for the year ended 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS
13 Share Capital
31 December 2024
£’000
31 December 2023
£’000
Allotted and fully paid up:
8,115,376 Ordinary shares of 1p (2023: 8,115,376 shares of 1p)
81
81
24,268,425 B shares of 1p (2023: 21,780,329 shares of 1p)
243
218
324
299
The capital of the Company is managed in accordance with its investment policy with a view to the achievement
of its investment objective as set out on page 7.
During the year, the Company did not issue or buy back any Ordinary shares.
The Company issued a total of 2,788,399 B shares at prices between 53.3p and 67.8p per B share during the
year. These were issued pursuant to the offer for subscription for B shares launched on 24 August 2023 and a
further offer for subscription for B shares launched on 12 September 2024 to raise, in aggregate, up to £5 million
with an over-allotment facility of up to a further £5 million (before issue costs). The Company also bought back
300,303 B shares (equal to 1.38% of the opening number of B shares in issue) at an average price of 54.8p per
share.
The total net proceeds received for the shares issued in the year was £1.7 million for the B share pool.
Share Rights
As regards Income: shareholders shall be entitled to receive such dividends as the Directors resolve to pay out
in accordance with the Articles. Under the Articles of the Company, all the assets of the Company and all the
liabilities of the Company will be allocated either to the Ordinary share pool or the B share pool. The Ordinary
shares will be entitled to the economic benefit of the assets allocated to the Ordinary share pool and the B
shares will be entitled to the economic benefit of assets allocated to the B share pool. Therefore, although the
rules in the Companies Act 2006 and elsewhere in relation to the payment of distributions will be applicable to
the Company on a company-wide basis, the income arising on the portfolios will belong to one or the other of
the share classes depending on which portfolio generated the income.
As regards Capital: similarly, the capital assets of the Company will be allocated to either the Ordinary share pool
or the B share pool. On a return of capital on a winding-up or on a return of capital (other than on a purchase
by the Company of its shares) the surplus capital shall be divided amongst the holders of the relevant share
class pro rata according to the number of shares of the relevant class held and the aggregate entitlements of
that share class. The Ordinary shares will not be entitled to any capital assets held in the B share pool and the
B shares will not be entitled to any capital assets held in the Ordinary share pool. In relation to the purchase by
the Company of its shares, the purchase of Ordinary shares may only be financed by assets in the Ordinary share
pool and the purchase of the B shares may only be financed by assets in the B share pool.
As regards voting and general meetings: subject to disenfranchisement in the event of noncompliance with a
statutory notice requiring disclosure as to beneficial ownership, each shareholder present in person or by proxy
shall on a poll have one vote for each share of which he/she is the holder. The Ordinary shareholders may not be
entitled to vote on certain matters which concern the B share class only and vice versa.
As regards Redemption: none of the Ordinary shares or B shares are redeemable. The Articles provide that
reserves (whether created upon the cancellation of the share premium account arising from the issue of
Ordinary shares or B shares or otherwise) may also be used for the benefit of the other share class. While this will
not transfer any net asset value between the different share classes, it will permit those reserves to be treated as
distributable profits on a Company-wide basis such that on an accounting basis dividends and share buybacks in
respect of both share classes may be facilitated by the availability of those reserves.
Seneca Growth Capital VCT Plc
92
Annual Report & Financial Statements for the year ended 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS
14 Movement in Shareholders’ Funds
Year to
31 December 2024
£’000
Year to
31 December 2023
£’000
Shareholders’ funds at start of year
16,892
18,130
Return on ordinary activities after tax
(3,742)
(2,671)
Increase due to issue of B shares
1,669
2,300
Own shares purchased for cancellation
(164)
(76)
Dividend paid
(717)
(791)
Shareholders’ funds at end of year
13,938
16,892
The analysis of changes in equity by the various reserves, including special distributable reserves, is shown in the
Statement of Changes in Equity on page 76.
The purpose of the special distributable reserve was to create a reserve which will be capable of being used by the
Company to pay dividends and for the purpose of making repurchases of its own shares in the market with a view
to narrowing the discount at which the Company’s shares trade to net asset value, providing shareholder authority
has been granted.
Although the special distributable reserves total £19.6 million as at 31 December 2024 as shown in the Statement
of Changes in Equity on page 76, the distributable reserves are calculated by factoring in the capital reserve
realised gains and losses, the capital reserve holding gains and losses and the revenue reserve, which results in
a net amount of £10.9 million. However, only £0.3 million is able to be distributed as the reserves contain £10.6
million from the cancellation of the share premium account on issued B shares which cannot be distributed
until after the three-year anniversary of the end of the accounting period in which funds were raised (2023: £2.6
million).
When the Company revalues its investments during the year, any gains or losses arising are credited/charged to the
Income Statement. Changes in fair value of investments held are then transferred to the capital reserve - holding
gains/(losses). When an investment is sold any balance held on the capital reserve - holding gains/(losses) reserve
is transferred to the capital reserve – gains/(losses) on disposal as a movement in reserves.
An interim dividend of 1.5 pence per B share for the year to 31 December 2024 was paid on 17 May 2024. A second
interim dividend of 1.5 pence per B share for the year to 31 December 2024 was paid on 20 December 2024.
15 Financial Instruments
The Company’s financial instruments comprise equity investments, cash and cash equivalent balances. The
Company holds financial assets in accordance with its investment policy of investing mainly in a portfolio of
VCT qualifying unquoted and quoted securities whilst holding a proportion of its assets in cash or near-cash
investments in order to provide a reserve of liquidity.
Seneca Growth Capital VCT Plc
93
Annual Report & Financial Statements for the year ended 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS
Classification of financial instruments
The Company held the following categories of financial instruments, all of which are included in the balance
sheet at fair value, at 31 December 2024 and 31 December 2023:
31 December 2024
£’000
31 December 2023
£’000
Financial assets at fair value through profit or loss
Fixed asset investments
9,954
11,863
Money market funds
2,645
3,896
Total
12,599
15,759
Financial assets measured at amortised cost
Debtors
11
3
Cash at bank
1,537
1,455
Total
1,548
1,458
Financial liabilities measured at amortised cost
Creditors
29
43
Accruals
132
146
Performance fee
58
146
Total
219
335
Fixed asset investments (see Note 9) are valued at fair value. Unquoted investments are carried at fair value as
determined by the Directors in accordance with the IPEV guidelines. The fair value of all other financial assets
and liabilities is represented by their carrying value in the balance sheet. The Directors believe that the fair value
of the assets held at the year-end is equal to their book value.
The Company’s creditors are initially recognised at fair value, which is usually the transaction price, and then
thereafter at amortised cost.
The Company’s Ordinary share pool provided an indemnity to the Royal Bank of Scotland (“RBS”) in 2013 of
£250,000 in relation to the registration of its shareholding in Omega Diagnostics Group Plc (“Omega”). The
investment in Omega was made in 2007 and was fully exited in September 2020. The Board has not recognised
any liability in relation to this historic indemnity as at 31 December 2024 and is liaising with RBS regarding the
formal release of the indemnity.
16 Financial Risk Management
In carrying on its investment activities, the Company is exposed to various types of risk associated with the
financial instruments and markets in which it invests. The most significant types of financial risk facing the
Company are market risk, interest rate risk, credit risk and liquidity risk. The Company’s approach to managing
these risks is set out below together with a description of the nature and amount of the financial instruments
held at the balance sheet date.
Market risk
The Company’s strategy for managing investment risk is determined with regard to the Company’s investment
objective, as outlined on page 7. The management of market risk is part of the investment management process.
The Company’s portfolio is managed with regard to the possible effects of adverse price movements and with
the objective of maximising overall returns to shareholders in the medium term. Investments in unquoted
companies, by their nature, usually involve a higher degree of risk than investments in companies quoted on
a recognised stock exchange, though the risk can be mitigated to a certain extent by diversifying the portfolio
across business sectors and asset classes. The overall disposition of the Company’s assets is regularly monitored
by the Board.
Details of the Company’s investment portfolio at the balance sheet date are set out on pages 14 to 35.
Seneca Growth Capital VCT Plc
94
Annual Report & Financial Statements for the year ended 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS
43.6% (2023: 33.4%) by value of the Company’s net assets comprise investments in unquoted companies held at
fair value. The valuation methods used by the Company include the application of a price/earnings ratio derived
from listed companies with similar characteristics, and consequently the value of the unquoted element of the
portfolio can be indirectly affected by price movements on the London Stock Exchange. A 10% overall increase
in the valuation of the unquoted investments at 31 December 2024 would have increased net assets and the
total return for the year by £608,000 (2023: £565,000) disregarding the impact of the performance fee; an
equivalent change in the opposite direction would have reduced net assets and the total return for the year by
the same amount.
27.8% (2023: 36.8%) by value of the Company’s net assets comprises equity securities quoted on AIM/AQSE. A
10% increase in the bid price of these securities as at 31 December 2024 would have increased net assets and
the total return for the year by £387,000 (2023: £621,000) disregarding the impact of the performance fee; a
corresponding fall would have reduced net assets and the total return for the year by the same amount.
Interest rate risk
Some of the Company’s financial assets are interest-bearing, of which some are at fixed rates and some variable.
As a result, the Company is exposed to fair value interest rate risk due to fluctuations in the prevailing levels of
market interest rates.
Floating rate risk
The Company’s floating rate investments comprise interest-bearing money market funds as at 31 December
2024. The benchmark rate which determines the rate of interest receivable on the Company’s money market
investment is the Bank of England base rate, which was 4.75% at 31 December 2024. The amounts held in
floating rate investments at the balance sheet date were as follows:
31 December 2024
£’000
31 December 2023
£’000
Money market funds
2,645
3,896
Total
2,645
3,896
A 1% increase or decrease in the base rate would have impacted income receivable from these investments and
the net assets for the year by £32,000 (2023: £nil).
Credit risk
There were no significant concentrations of credit risk to counterparties at 31 December 2024 or 31 December
2023.
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or
commitment that it has entered into with the Company. The Board carries out a regular review of counterparty
risk. The carrying values of financial assets represent the maximum credit risk exposure at the balance sheet date.
Liquidity risk
The Company’s financial assets include investments in unquoted equity securities which are not traded on
a recognised stock exchange and which generally are illiquid. They also include investments in AIM-quoted
companies, which, by their nature, involve a higher degree of risk than investments on the main market. As
a result, the Company may not be able to realise some of its investments in these instruments quickly at an
amount close to their fair value in order to meet its liquidity requirements, or to respond to specific events such
as deterioration in the creditworthiness of any particular issuer.
The Company maintains sufficient investments in cash and readily realisable securities to pay accounts payable
and accrued expenses. The Company’s listed money market funds are considered to be readily realisable as they
are of high credit quality.
The Company’s liquidity risk is managed and monitored on a continuing basis by the Board in accordance with
policies and procedures laid down by the Board.
17 Events After the Balance Sheet Date
The Company declared an interim B share dividend of 1.5p per B share on 19 March 2025 to be paid on 23 May
2025 to shareholders on the share register on 9 May 2025, with an ex-dividend date of 8 May 2025.
The Company sold 436,343 additional shares in OptiBiotix following the year end, reducing the remaining
holding to 600,000 shares, realising £80k at a small loss of £7k, resulting in a blended overall average weighted
return of 1.3x on original investment cost for this round of investment.
Seneca Growth Capital VCT Plc
95
Annual Report & Financial Statements for the year ended 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS
The Company sold 505,000 shares in SkinBioTherapeutics following the year end, reducing the remaining
holding to 1,352,107 shares, realising £123k at a small profit of £42k, resulting in an average weighted return of
1.5x on original investment cost.
The Company also sold 300,000 shares in Scancell following the year end, reducing the remaining holding to
9,350,000 shares, realising £32k at a small profit of £14k, resulting in an average weighted return of 1.8x on
original investment cost.
Celadon issued a number of announcements throughout the year relating to its cash runway and requirement
for further funding. The company secured funding in the form of two debt facilities but unfortunately the
ability to draw down funds when required wasn’t as readily available as the company had previously been led
to believe. As such, Celadon continues to seek alternative funding arrangements to sufficiently cover its cash
requirements. As a result, on 24 March 2025 Celadon announced its intention to propose resolutions to remove
four non-executive directors of the company as directors and delist the company from AIM in order to help the
business significantly reduce its operation costs and enable the business to more easily access capital, and on
more attractive terms, as a private company. Celadon’s share price decreased since the financial year end from
14p as at 31 December 2024 to 3p as at 31 March 2025. Due to the uncertainty around the funding landscape
and the lack of visibility around a post-delisting strategy, Seneca made the decision to sell the Company’s shares
in order to recover some cash whilst the company was still quoted on AIM, providing certainty of outcome amid
the uncertainty of the de-listing process and future as a privately owned company. On 31 March 2025, Seneca
sold its 320,956 share holding in Celadon, realising £10k, having initially invested £530k in March 2022.
On 3 April 2024, the Company announced a new NAV per B share of 49.8p as at 31 March 2025. This decrease
in NAV per B share was predominantly as a result of a reduction in the share prices of the B share pool’s AIM
quoted investments.
As at 31 March 2025, the closing bid price for Scancell was 7.8p per share (31 December 2024: 10.5p) and the
closing bid price for Arecor was 42.0p per share (31 December 2024: 72.0p). As a result, on 3 April 2025 the
Company announced an updated unaudited NAV per Ordinary share of 12.9p as at 31 March 2025.
On 4 April 2025, the Company issued 854,020 B shares, bringing the total issued share capital of the Company
to 33,237,821 shares.
The Directors are not aware of any other post balance sheet events which need to be brought to the attention of
shareholders.
18 Contingencies, Guarantees and Financial Commitments
There were no contingencies, guarantees or financial commitments as at 31 December 2024 (2023: £nil).
19 Related Party Transactions
As set out in Note 5, former Director John Hustler is entitled to participate in a performance bonus in respect
of the Ordinary share pool. As at 31 December 2024, performance fees of £58,000 have been accrued as part
of this performance fee liability (31 December 2023: £146,000). A performance fee becomes payable once
dividends and capital distributions to Ordinary shareholders exceed the sum of 80p per Ordinary share for those
members of the CAC who were members of that committee prior to 7 October 2015 and a Further Performance
Incentive Fee is payable once Ordinary shareholders have received distributions of 114.65p per Ordinary share
for those members of the CAC who were or have been members of that committee since 7 October 2015.
Directors are entitled to this performance bonus whilst a member of the committee and up to a period of five
years following their resignation.
As set out in Note 2, Seneca has earnt £281,000 in management fees (2% of the weighted average net assets of
the B share portfolio) (2023: £298,000). However, only £215,000 (2023: £228,000) is recoverable by Seneca as a
result of the cost cap, as detailed in Note 2 of which £46,000 remained unpaid as at 31 December 2024 and has
therefore been included in accruals (2023: £71,000).
Seneca as Investment Manager accrued £97,000 (2023: £66,000) transaction fees and directors’ fees from
investee companies in relation to the arrangement and monitoring of the Company’s investments. As a related
party, we believe that this transaction is disclosable, and the Board ensures it is managed from a conflicts of
interest point of view. Seneca may also become entitled to a performance fee. See Note 2 to the financial
statements for more information on these fees.
As detailed in the offer for subscription document dated 12 September 2024, Seneca (as promoters of the
Offer) is entitled to charge the Company up to 5.5% of investors’ subscriptions. A total of £34,104 has been paid
to Seneca for the year ended 31 December 2024 (2023: £38,171). Richard Manley’s Director’s fee of £18,958
was taken for the 2024 financial year as payment to the Investment Manager as detailed in the Directors’
Remuneration Report and Policy on pages 58 to 61 (2023: £16,490). Directors’ fees were increased partway
through the year to £20,000 per annum effective from 1 June 2024.
Seneca Growth Capital VCT Plc
96
Annual Report & Financial Statements for the year ended 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS
Shareholder Information and
Contact Details
Dividends
Dividends will be 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 should contact the Company’s
Registrar, Neville, whose details can be found on page 99. Other queries relating to dividends and shareholdings
should also be directed to Neville.
Share Price
The share price of both the Company’s Ordinary shares and B shares are published daily on the London Stock
Exchange’s website (www.londonstockexchange.com), and other financial websites, and can also be accessed
through the Company’s website (www.senecavct.co.uk). The Ordinary share price may be found using the TIDM/
EPIC code HYG, and the B share price may be found using the TIDM/EPIC code SVCT.
Ordinary shares
B shares
Latest mid-market share price (17 April 2025)
10.00p per share
47.40p per share
Buying and Selling Shares
The Company’s Ordinary and B shares, which are listed on the London Stock Exchange, can be bought and sold
in the same way as any other company quoted on a recognised stock exchange via a stockbroker. There may
be tax implications in respect of all or part of your holdings, so shareholders should contact their independent
financial adviser if they have any queries.
The Company does not currently operate a share buyback policy for its Ordinary shares, but is authorised to buy
back its B shares (within approved limits). If you are considering selling your shares or trading in the secondary
market, please contact the Company’s Corporate Broker, Panmure Gordon (UK) Limited as follows:
Chris Lloyd
020 7886 2716
chris.lloyd@panmure.com
Paul Nolan
020 7886 2717
paul.nolan@panmure.com
Risk Warning - Financial Scams
Please be aware of fraudulent financial scams. Please be wary of unsolicited phone calls from persons claiming
to work for a corporate finance firm, offering to buy your VCT shares at an inflated price in connection with a
possible take-over of the VCT and/or asking shareholders to sign a non-disclosure agreement.
The claims made are false and are invariably an attempt to obtain confidential personal information from
shareholders with a view to fraudulently extract money from them.
Shareholders are warned to be very suspicious if they receive any similar type of communication and we would
recommend that you do not respond with any personal information.
If you are in any doubt, we recommend that you seek professional financial advice before taking any action.
You can also call Seneca Partners Limited on 01942 295 981 if you wish to check that any correspondence or
communication you receive from the Company is genuine.
Seneca Growth Capital VCT Plc
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Annual Report & Financial Statements for the year ended 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS
Notification of Change of Address
Communications with shareholders are mailed to the registered address held on the share register unless
shareholders have agreed to be contacted via e-mail. In the event of a change of address or other amendment
this should be notified to Neville Registrars, under the signature of the registered holder.
Other Information for Shareholders
Previously published Annual Reports and Half-Yearly Reports are available for viewing on the Company’s website
at www.senecavct.co.uk, and in line with current trends all future communications will also be made available
there. The Company has introduced e-communication for its shareholders and in line with these objectives,
the Company will not be printing the Half-Yearly Reports in the future but will instead provide an electronic
version made available on the Company’s website www.senecavct.co.uk. We continue to encourage all of our
investors to switch to receiving updates from the Company via e-mail and documents in soft copy. This enables
you to receive documents more quickly and has the added benefits of being more environmentally friendly and
reducing printing and postage costs.
Should you wish to switch to e-mail communication and documents in the future by e-mail, please contact
our registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD, e-mail info@
nevilleregistrars.co.uk, or phone 0121 585 1131. Please also contact them for any other queries related to your
shareholding in the Company.
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Annual Report & Financial Statements for the year ended 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS
Directors and Advisers
Board of Directors
Ian Dighé (Chair)
Alex Clarkson
Mary Anne Cordeiro
Richard Manley
Company Number
Registered in England & Wales No 04221489
Company Secretary
ISCA Administration Services Limited
The Office Suite
Den House
Den Promenade
Teignmouth TQ14 8SY
Registered Office
9 The Parks
Haydock WA12 0JQ
Investment Manager and Administration Manager
Seneca Partners Limited
9 The Parks
Haydock WA12 0JQ
Tel: 01942 271746
Corporate Broker
Panmure Gordon (UK) Limited
One New Change
London EC4M 9AF
Tel: 020 7886 2500
Sponsor
SPARK Advisory Partners Limited
5 St. John’s Lane
London EC1M 4BH
Solicitors
Hill Dickinson LLP
50 Fountain Street
Manchester M2 2AS
Independent Auditor
Royce Peeling Green Limited
The Copper Room
Deva City Office Park
Trinity Way
Manchester M3 7BG
VCT Tax Adviser
Shoosmiths LLP
No. 1 Bow Churchyard
London EC4M 9DQA
Bankers
The Royal Bank of Scotland plc
62/63 Threadneedle Street
London EC2R 8LA
Registrars
Neville Registrars Limited
Neville House
Steelpark Road
Halesowen B62 8HD
Tel: 0121 585 1131
www.nevilleregistrars.co.uk
AIFM Depositary
Thompson Taraz Depositary Limited
47 Park Lane
London W1K 1PR
Seneca Growth Capital VCT Plc
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Annual Report & Financial Statements for the year ended 31 December 2024
DIRECTORS AND ADVISERS
Notice of Annual General Meeting
The Company’s Annual General Meeting (“AGM”) will be held at 11:00 a.m. on Thursday, 22 May 2025 at the
Company’s registered address 9 The Parks, Haydock, WA12 0JQ.
For any shareholders wishing to attend the AGM this year in person, we request that you please inform us in
advance by e-mailing enquiries@senecavct.co.uk so that we may register your attendance with the facilities
manager in order to issue you with the appropriate attendance pass. For those unable to attend, we will be
hosting our bi-annual shareholder update presentation with a question and answer (Q&A) session included,
starting at 11:00 a.m. on 14 May 2025. Shareholders should note that only the formal business set out in the
notice of AGM will be considered at the AGM and we encourage shareholders to attend the presentation and
ask questions prior to the AGM. Further details about the shareholder update presentation can be found on the
Company’s website at www.senecavct.co.uk/shareholder-update/april-2025/.
We strongly encourage shareholders to vote on the matters of business through the completion of a proxy
form, which can be submitted to the Company’s Registrar. Proxy forms should be completed and returned in
accordance with the instructions thereon and the latest time for the receipt of proxy forms is 11:00 a.m. on
20 May 2025. Proxy votes can also be submitted by CREST where shares are so held.
Resolutions 1 to 9 (inclusive) will be proposed as Ordinary Resolutions and resolutions 10 and 11 (inclusive) will
be proposed as Special Resolutions.
Ordinary Business
To consider and if thought fit, pass the following as Ordinary Resolutions:
1.
THAT the Company’s Annual Report and Financial Statements and the auditors’ report thereon for the year
ended 31 December 2024 be received.
2.
THAT the Directors’ Remuneration Report in respect of the year ended 31 December 2024 (as set out in the
Annual Report and Financial Statements for the same) be approved.
3.
THAT the Directors’ Remuneration Policy, as set out on pages 60 to 61 of the Directors’ Remuneration
Report be approved, which shall take effect immediately after the end of the annual general meeting.
4.
THAT Alex Clarkson be re-elected as a Director of the Company.
5.
THAT Mary Anne Cordeiro be re-elected as a Director of the Company.
6.
THAT Ian Dighé be re-elected as a Director of the Company.
7.
THAT Richard Manley be re-elected as a Director of the Company.
Biographical details for each Director and their individual contributions to the Company towards its long-term
sustainable success can be found on page 44 of the Annual Report.
8.
THAT Royce Peeling Green Limited be re-appointed as auditor of the Company until the conclusion of the
next Annual General Meeting of the Company at which accounts are laid before the shareholders and THAT
the Directors be authorised to determine their remuneration.
Special Business
To consider and if thought fit, pass the following as an Ordinary Resolution:
9.
AUTHORITY TO ALLOT RELEVANT SECURITIES
THAT, in addition to existing authorities, the Directors be and are hereby generally and unconditionally
authorised in accordance with section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers
of the Company to allot:
1.
B ordinary shares of 1p each in the capital of Company (“B shares”) up to an aggregate nominal amount
of £350,000 in connection with offer(s) for subscription;
2.
B shares for cash and otherwise than pursuant to sub-paragraph 1. above, up to an aggregate nominal
amount of £100,000; and
3.
ordinary shares of 1p each in the capital of Company (“Ordinary Shares”) for cash, up to an aggregate
nominal amount of £4,058
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Annual Report & Financial Statements for the year ended 31 December 2024
NOTICE OF ANNUAL GENERAL MEETING
provided that this authority shall expire at the later of the conclusion of the Company’s next Annual
General Meeting following the passing of this resolution and the expiry of 15 months from the
passing of this resolution (unless previously revoked, varied or extended by the Company in a general
meeting) but so that such authority shall allow the Company to make offers or agreements before the
expiry thereof which would or might require relevant securities to be allotted after the expiry of such
authority and the Directors shall be entitled to allot shares pursuant to any such offers or agreements
as if the authority conferred by this resolution had not expired.
To consider and if thought fit, pass the following as a Special Resolution:
10.
AUTHORITY TO PURCHASE RELEVANT SECURITIES
THAT the Company be and is hereby generally and unconditionally authorised within the meaning of
section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the
Act) of B shares provided that:
1.
the maximum number of B shares hereby authorised to be purchased is an amount equal to 14.99% of
the issued B share capital of the Company from time to time;
2.
the minimum price which may be paid for a B share is 1 pence per share, the nominal amount thereof;
3.
the maximum price which may be paid for a B share is an amount equal to the higher of:
1.
105% of the average of the middle market prices shown in the quotations for a B share in The
London Stock Exchange Daily Official List for the five business days immediately preceding the
day on which that share is purchased; and
2.
the amount stipulated by Article 5(6) of Market Abuse Regulation (596/2014/EU) (as such
Regulation forms part of UK law as amended);
4.
the authority hereby conferred shall (unless previously renewed or revoked) expire on the earlier of the
conclusion of the Company’s next Annual General Meeting following the passing of this resolution and
the date which is 15 months after the date on which this resolution is passed; and
5.
the Company may make a contract or contracts to purchase its own B shares under this authority
before the expiry of the authority which will or may be executed wholly or partly after the expiry of the
authority, and may make a purchase of its own B shares in pursuance of any such contract or contracts
as if the authority conferred hereby had not expired.
To consider and, if thought fit, pass the following as a Special Resolution:
11.
EMPOWERMENT TO MAKE ALLOTMENTS OF EQUITY SECURITIES
THAT, in addition to existing authorities, the Directors pursuant to section 570(1) of the Act be and are
hereby empowered to allot or make offers or agreements to allot equity securities (as defined in section
560(1) of the Act) for cash pursuant to the authority referred to in Resolution 9 as if section 561(1) of the Act
did not apply to any such allotments and so that:
1.
reference to allotment in this resolution shall be construed in accordance with section 560(2) of the
Act; and
2.
the power conferred by this resolution shall enable the Company to make any offer or agreement
before the expiry of the said power which would or might require equity securities to be allotted after
the expiry of the said power and the Directors may allot equity securities in pursuance of such offer or
agreement notwithstanding the expiry of such power,
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.
By order of the Board
ISCA Administration Services Limited
Company Secretary
23 April 2025
Registered Office:
9 The Parks
Haydock
WA12 0JQ
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Annual Report & Financial Statements for the year ended 31 December 2024
NOTICE OF ANNUAL GENERAL MEETING
Notes
i.
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote
at the meeting (and the number of votes that may be cast thereat), will be determined by reference to the
Register of Members of the Company at the close of business on the day which is two days before the day
of the meeting or of the adjourned meeting. Changes to the Register of Members of the Company after
the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the
meeting.
ii.
A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend,
speak and vote on his or her behalf. A proxy need not also be a member but must attend the meeting to
represent the appointer. Details of how to appoint the chair of the meeting or another person as a proxy
using the Form of Proxy are set out in the notes on the Form of Proxy. If the member wishes his or her proxy
to speak on their behalf at the meeting then the member will need to appoint their own choice of proxy (not
the chair) and give their instructions directly to the proxy.
iii.
A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached
to different shares. A member may not appoint more than one proxy to exercise rights attached to any one
share. To appoint more than one proxy, a member may copy the proxy form, clearly stating on each copy
the shares to which the proxy relates, or alternatively contact the Company’s registrars, Neville Registrars
Limited, on 0121 585 1131 to request additional copies of the proxy form. For legal reasons Neville Registrars
Limited will be unable to give advice on the merits of the proposals or provide financial, legal, tax or
investment advice. The member will need to indicate in the box next to the proxy holder’s name the number
of shares in relation to which they are authorised to act as proxy, and will also need to indicate on the form
(by ticking the box provided) if the proxy instruction is one of multiple instructions being given. All forms
must be signed and returned together in the same envelope.
iv.
Any person to whom this notice is sent who is a person nominated under section 146 of the Act to enjoy
information rights (a “Nominated Person”) may, under an agreement between him/her and the member by
whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy
for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise
it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the
exercise of voting rights.
v.
The statement of the rights of members in relation to the appointment of proxies in paragraphs (ii) to (iii)
above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised
by members of the Company.
vi.
If the recipient of this document has been nominated to receive general shareholder communications
directly from the Company, it is important to remember that the member’s main contact in terms of their
investment remains as it was (being the registered shareholder, or perhaps custodian or broker, who
administers the investment on their behalf). Therefore, any changes or queries relating to a member’s
personal details and holding (including any administration thereof) must continue to be directed to that
member’s existing contact at their investment manager or custodian. The Company cannot guarantee that
it will deal with any matters that are directed to it in error. The only exception to this is where the Company,
in exercising one of its powers under the Act, writes to a member directly for a response.
vii.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy
appointment service may do so for the AGM and any adjournment(s) of it by using the procedures described
in the CREST Manual (available from www.euroclear.com/site/public/EUI). CREST Personal Members
or other CREST sponsored members, and those CREST members who have appointed a voting service
provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the
appropriate action on their behalf. In order for a proxy appointment 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 (EUI) 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 (CREST ID 7RA11) by 11:00 a.m. on 20 May 2025. For this purpose, the time
of receipt will be taken to be the time (as determined by the timestamp applied to the message by the
CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST
in the manner prescribed by CREST. CREST members and, where applicable, their CREST sponsors or
voting service providers should note that EUI does not make available special procedures in CREST for any
particular messages. 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 service 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.
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NOTICE OF ANNUAL GENERAL MEETING
viii. A reply-paid Form of Proxy or a reply-paid envelope is enclosed with this document if received by post.
To be valid, the enclosed Form of Proxy for the meeting, together with the power of attorney or other
authority, if any, under which it is signed or a notarially certified or office copy thereof, must be deposited at
the offices of the Company’s registrar, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen
B62 8HD to be received not later than 11:00 a.m. on 20 May 2025 or 48 hours before the time appointed for
any adjourned meeting or, in the case of a poll taken subsequent to the date of the meeting or adjourned
meeting, so as to be received no later than 24 hours before the time appointed for taking the poll.
ix.
Appointment of a proxy will not preclude a member from subsequently attending and voting at the meeting
should he or she subsequently decide to do so. A member can only appoint a proxy using the procedure set
out in these notes and the notes to the Form of Proxy.
x.
As at 17 April 2025 (being the last business day prior to the publication of this notice), the Company’s issued
share capital comprised 8,115,376 Ordinary shares and 25,122,445 B shares, all of which carry one vote each.
Therefore, the total voting rights in the Company as at 17 April 2025 was 33,237,821.
xi.
Copies of the Directors’ letters of appointment, the Register of Directors’ Interests in shares of the Company
and copies of the Articles of Association of the Company will be available for inspection at the registered
office of the Company during usual business hours on any weekday (Public Holidays excluded) from the
date of this notice, until the end of the AGM and at the place of the AGM for at least 15 minutes prior to and
during the meeting.
xii.
If a corporate shareholder has appointed a corporate representative, the corporate representative will have
the same powers as the corporation could exercise if it were an individual member of the Company. If more
than one corporate representative has been appointed, on a vote on a show of hands on a resolution, each
representative will have the same voting rights as the corporation would be entitled to. If more than one
authorised person seeks to exercise a power in respect of the same shares, if they purport to exercise the
power in the same way, the power is treated as exercised; if they do not purport to exercise the power in the
same way, the power is treated as not exercised.
xiii. At the meeting, shareholders have the right to ask questions relating to the business of the meeting and
the Company is obliged under section 319A of the Act to answer such questions, unless: to do so would
interfere unduly with the preparation of the meeting or would involve the disclosure of confidential
information; if the information has been given on the Company’s website: www.senecavct.co.uk in the form
of an answer to a question; or if it is undesirable in the interests of the Company or the good order of the
meeting that the question be answered.
xiv. Further information, including the information required by section 311A of the Act, regarding the meeting is
available on the Company’s website, www.senecavct.co.uk.
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NOTICE OF ANNUAL GENERAL MEETING
Seneca Growth Capital VCT Plc
9 The Parks, Haydock, WA12 0JQ
wwwsenecavctcouk
Company No: 04221489