Albion Enterprise VCT PLC

Annual Report and Financial Statements

for the year ended 31 March 2025

2O25

Albion Enterprise VCT PLC

Annual Report and Financial Statements

for the year ended 31 March 2025

Shareholder information Financial adviser information

For help relating to dividend payments, shareholdings

and share certificates please contact Computershare

Investor Services PLC:

Tel: 0370 873 5860 (UK National Rate call, lines are

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

Website: www.investorcentre.co.uk

Shareholders can access holdings and valuation

information regarding any of their shares held with

Computershare by registering on Computershare’s

website.

Shareholders can also contact the Chairman directly

on: AAEVchair@albion.capital

For enquiries relating to the performance of the

Company, and information for financial advisers,

please contact the Business Development team at

Albion Capital Group LLP:

Email: info@albion.capital

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

Mon – Fri; calls are recorded)

Website: www.albion.capital

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

COMPANY INFORMATION

Company name Country of incorporation Legal form

Albion Enterprise VCT PLC (the “Company”) United Kingdom Public Limited Company

Directors Company number Auditor

B Larkin (Chairman)

(appointed 19 December 2024)

C Burrows

P Latham

J O’Shaughnessy

(appointed 19 December 2024)

R Whitlock

05990732 Johnston Carmichael LLP

7-11 Melville Street

Edinburgh, EH3 7PE

Manager, company secretary, AIFM

and registered office

Registrar Corporate broker

Albion Capital Group LLP

1 Benjamin Street

London, EC1M 5QL

Computershare Investor Ser-

vices PLC

The Pavilions

Bridgwater Road

Bristol, BS99 6ZZ

Panmure Liberum Limited

Ropemaker Place, Level 12

25 Ropemaker Street

London, EC2Y 9LY

Taxation adviser Legal adviser Depositary

Philip Hare & Associates LLP

Bridge House

181 Queen Victoria Street,

London, EC4V 4EG

Howard Kennedy LLP

1 London Bridge

London, SE1 9BG

Ocorian Depositary (UK) Limited

Level 5, 20 Fenchurch Street

London, EC3M 3BY

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

Strategic

Investment objective and policy and financial calendar 7

Financial highlights 8

Chairman’s Statement 10

Strategic Report 14

Portfolio of investments 29

Portfolio companies 32

Governance

The Board of Directors 38

The Manager 40

Environmental, Social and Governance (“ESG”) report 43

Directors’ report 47

Statement of Directors’ responsibilities 55

Statement of corporate governance 56

Directors’ remuneration report 65

Independent auditor’s report 69

Company information and Financials

Income statement 77

Balance sheet 78

Statement of changes in equity 79

Statement of cash flows 80

Notes to the Financial Statements 81

Glossary of terms 99

Notice of Annual General Meeting 101

Contents

Strategic

INVESTMENT OBJECTIVE AND POLICY

equity exposure (where it is considered economic to do

so). Investment in such open-ended equity funds will

not exceed 10% of the Company’s assets at the time of

investment.

The Company shall be able to (i) continue to hold VCT

assets that were previously acquired in accordance

with the Company’s investment policy that applied

at the time of investment and (ii) acquire such VCT

assets through a merger with another VCT where such

assets were previously acquired by that target VCT (in

accordance with its investment policy that applied at

the time of investment).

Risk diversification and maximum exposures

Risk is spread by investing in a number of different

businesses within VCT qualifying industry sectors using

a mix of securities. The maximum the Company will

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

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

an individual investment is expected to increase over

time as a result of trading progress and a continuous

assessment is made of investments’ suitability for

sale. It is possible that individual holdings may grow

in value to a point where they represent a significantly

higher proportion of total assets prior to a realisation

opportunity being available.

Borrowing powers

The Company’s maximum exposure in relation to

gearing is restricted to 10% of the adjusted share

capital and reserves. The Directors do not have any

intention of utilising long-term gearing.

Changes to the Investment Policy

The Company will not make a material change to its

published investment policy without obtaining the prior

approval of its shareholders.

Albion Enterprise VCT PLC (the “Company”) is a Venture

Capital Trust and the investment objective of the

Company is to provide investors with a regular source

of income, combined with the prospect of longer term

capital growth.

Investment policy

The Company will invest in a broad portfolio of

higher growth businesses across a variety of sectors

of the UK economy including higher risk technology

companies. Allocation of assets will be determined by

the investment opportunities which become available,

but efforts will be made to ensure that the portfolio

is diversified both in terms of sectors and stages of

maturity of portfolio companies.

VCT qualifying and non-VCT qualifying

investments

Application of the investment policy is designed to

ensure that the Company continues to qualify, and

remains approved as, a VCT by HM Revenue and

Customs (“VCT regulations”). The maximum amount

invested in any one company is limited to any HMRC

annual investment limits. It is intended that normally

at least 80% of the Company’s funds will be invested

in VCT qualifying investments. The VCT regulations

also have an impact on the type of investments and

qualifying sectors in which the Company can make

investment.

Funds held to invest in VCT qualifying assets or for

liquidity purposes will be held as cash on deposit or

invested in floating rate notes or similar instruments

with banks or other financial institutions with high

credit ratings. They may also be invested in liquid

open-ended equity funds providing income and capital

FINANCIAL CALENDAR

1 August 2025

Record date for first dividend

29 August 2025

Payment date for first dividend

Noon on 10 September 2025

Annual General Meeting

December 2025

Announcement of Half-yearly results for the six months ending 30 September 2025

STRATEGIC

Albion Enterprise VCT PLC8

FINANCIAL HIGHLIGHTS

10.37p 8.24% 19.92p 116.22p 211.29p

Increase in total

shareholder value

(pence per share)

for the year ended

31 March 2025

(2024: 3.45p)

††

Shareholder return

for the year ended

31 March 2025

(2024: 2.68%)

††

Tax-free dividends

per share paid in

the year ended

31 March 2025

(2024: 6.28p)

Net asset value

per share as at

31 March 2025

(2024: 125.77p)

Total shareholder

value per share

from launch to

31 March 2025

†

(2024: 200.92p)

††

Methodology: The total shareholder return, including original amount invested from 1 April 2015 (rebased to 100), assuming that dividends were

re-invested at the net asset value of the Company at the time that the shares were quoted ex-dividend. Transaction costs and tax reliefs are not taken

into account.

†Total shareholder value per share is defined in the Glossary of terms on pages 99 and 100.

††These are considered Alternative Performance Measures (“APM”). An APM is defined within the Glossary of terms on pages 99 and 100.

The Directors consider the FTSE All-Share Index to be the most appropriate benchmark for the Company as it contains a large range of sectors

within the UK economy. Investors should, however, be reminded that shares in VCTs generally trade at a discount to the actual net asset value of the

Company.

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

(in both cases with dividends reinvested)

Apr 2015 Mar 2016 Mar 2017 Mar 2018 Mar 2019 Mar 2020 Mar 2021 Mar 2022 Mar 2023 Mar 2024 Mar 2025

Return (pence per share)

240

220

200

180

160

140

120

100

Total shareholder return

FTSE All-Share Index total return

STRATEGIC

9Albion Enterprise VCT PLC

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

change in net asset value over the relevant periods. The methodology is defined in the Glossary of terms on pages 99 and 100.

Financial highlights

Albion Enterprise VCT PLC – Performance data

1 year return 3 year return

(average 4.2% p.a.)

5 year return

(average 10.1% p.a.)

10 year return

(average 9.5% p.a.)

12.6%

50.6%

94.8%

8.2%

Movements in net asset value

31 March 2025

pence per share

31 March 2024

pence per share

Opening net asset value 125.77 128.60

Capital return 9.11 2.55

Revenue return 0.76 0.75

Total return 9.87 3.30

Dividends paid (19.92) (6.28)

Impact from share capital movements* 0.50 0.15

Net asset value 116.22 125.77

* Shareholders should note that the calculation of the net asset value per share uses the total shares in issue (less treasury shares) at the

reporting date, whereas the calculation of the total return uses the weighted average shares in issue during the period. Due to the number of

shares issued as a result of the merger with Albion Development VCT PLC, the difference between the total shares in issue (less treasury shares)

and the weighted average shares in issue has resulted in a larger than usual impact from share capital movements in the period. In accordance

with the circular, the number of shares issued by the Company to Albion Development VCT PLC shareholders was calculated based on their

respective NAV’s so as to avoid any dilution to either group of shareholders.

Total shareholder value per share

Ordinary shares

(pence per share)

Total dividends paid since launch to 31 March 2025 95.07

Net asset value as at 31 March 2025 116.22

Total shareholder value per share to 31 March 2025 211.29

In addition to the dividends noted above, the Board has declared a first dividend for the year ending 31 March 2026, of

2.91 pence per Ordinary share to be paid on 29 August 2025 to shareholders on the register on 1 August 2025.

Further information relating to the Company can be found at www.albion.capital/vct-funds/AAEV.

9Albion Enterprise VCT PLC

There has been an increase in total shareholder

value of 10.37 pence per share for the year ended

31 March 2025 which represents an 8.24% uplift

on the opening net asset value. To assist the former

AADV shareholders to track their investment, the

AADV total shareholder return for the period from

1 January 2024 to the merger date of 19 December

2024 was 7.68 pence per share (8.7% of the opening

AADV Net Asset Value (“NAV”)). The Board continues

to be encouraged by the progress that is being made

by many of the portfolio companies, some of which

are highlighted below.

Results and dividends

As at 31 March 2025 the NAV was 116.22 pence per

share compared to 125.77 pence per share as at 31

March 2024. This decrease was predominantly due to

the special dividend paid following the sale of Egress

Software Technologies, which generated a return for

shareholders. The total gain before taxation was £14.2

million compared to £3.3 million for the previous year.

The Company paid a total of 19.92 pence per share of

dividends during the year ended 31 March 2025. This

comprised of dividends totaling 6.42 pence per share in

line with our variable dividend policy targeting around

5% of NAV per annum (31 March 2024: 6.28 pence

per share), and an additional special dividend of 13.50

pence per share following the sale of Egress Software

Technologies.

The Company will pay a first dividend for the financial

year ending 31 March 2026 of 2.91 pence per share on

29 August 2025 to shareholders on the register on

1 August 2025, being 2.5% of the 31 March 2025 NAV.

After adjusting for the dividend paid in February 2025,

there has been an increase in shareholder return since

the date of the merger of 2.50 pence per share (2.1%

increase on the Company’s NAV of 117.00 pence per

share on merger).

Sale of Egress Software Technologies

One of the key valuation movements in the year was

a £4.9 million uplift of Egress Software Technologies

Albion Enterprise VCT PLC10

I am pleased to present the Chairman’s statement following the successful merger

with Albion Development VCT PLC (“AADV”) in December 2024 and am delighted

to welcome all the AADV shareholders as new shareholders of Albion Enterprise

VCT PLC. The merger will bring a number of benefits, including cost savings to

shareholders and, in circumstances where shareholders also hold other Albion VCTs,

a simplified fee structure and reduced administration through their investments

being consolidated in fewer VCTs. The results presented in this annual report reflect

the activities of Albion Enterprise VCT PLC for the year ended 31 March 2025 and

only include AADV’s results for the period since the date of merger on 19 December

2024, unless otherwise stated.

CHAIRMAN’S

STATEMENT

Ben Larkin

STRATEGIC

following its sale to KnowBe4, which completed in

July 2024 returning proceeds (including deferred

consideration) of £25.7 million.

Egress has proved to be an excellent investment. The

Company first invested in Egress in 2014, with follow on

investments in 2017 and 2018, and the sale delivered a

return of over 7x cost.

Investment performance and progress

Our portfolio has performed well during the year despite

the challenging economic environment for early stage

technology and healthcare companies. This performance

has delivered net gains on investment of £16.7 million for

the year (31 March 2024: £4.9 million).

The results were largely driven by unrealised gains

across the portfolio together with realised gains

from successful exits during the year. Quantexa, the

largest company in our portfolio (19.4% of NAV), was

a significant contributor to the net gain, increasing

in unrealised value by £7.7 million. During the year,

Quantexa completed a series F funding round of

$175m led by Teachers’ Venture Growth, part of the

Ontario Teachers’ Pension Plan. The new funding round

provided an opportunity for the Company to make

a partial disposal of its holding on an open market

basis. This disposal allowed the Company to benefit

from securing a realised gain, whilst, at the same

time, retaining a significant stake in a successful, high

growth enterprise. The partial disposal also allowed the

Company to manage the concentration risk that is a

corollary of the success of the Quantexa investment.

The other notable contributors to the net gain were

valuation uplifts in Gravitee by £3.1 million, Convertr

Media by £2.9 million and Oviva by £1.5 million.

These gains were partially offset by unrealised losses,

including a £2.0 million loss in NuvoAir Holdings,

£1.2 million loss in Panaseer and £0.9 million loss

in Proveca. The Manager continues to engage with

the management teams of these entities, monitor

performance, and provide appropriate support.

The Company made a number of investment realisations

in the year with proceeds totalling £32.3 million (31

March 2024: £6.0 million). This included the sale of

Egress (as outlined above), and a partial disposal of its

holding in Quantexa. One investment, Black Swan Data,

was written off during the year, although its valuation

had already been reduced substantially in previous years.

Further details on these disposals, and other realisations,

can be found in the realisations table on page 31.

The three largest investments in the Company’s portfolio,

Quantexa, Proveca and Oviva are valued in aggregate at

£82.8 million and represent 29.7% of the Company’s NAV.

The Company has been an active investor during the

year, investing a total of £14.0 million. Of this, £8.2

million was invested into 12 new portfolio companies, all

of which are expected to require further investment as

the companies prove themselves and grow. The following

are the five largest new investments:

£1.8 million into Ionate, a developer of new hybrid transformers for grid and

industrial power networks;

£1.2 million into Latent Technology, a developer of generative AI for animations

in the gaming and entertainment sectors;

£0.9 million into Papaya Technologies, a multi-sided marketplace for the electric

vehicle ecosystem;

£0.9 million into Instinct Digital, an investment communication platform for the

asset management industry; and

£0.8 million into Trumpet Software, which has developed software to provide a

digital sales room and a collaboration platform for B2B interactions.

Chairman’s statement

11Albion Enterprise VCT PLC

I am delighted to welcome

all the AADV shareholders

as new shareholders of

this Company.

A further £5.8 million was invested into existing

portfolio companies, the largest being: £1.9 million

into Mondra Global; £0.8 million into TransFICC; and

£0.6 million into Imandra. A full list of the Company’s

investments and disposals, including their movements

in value for the year, can be found in the Portfolio of

investments section on pages 29 to 30.

Merger with Albion Development VCT PLC

The merger of the Company with AADV was detailed

in the 12 November 2024 Circular. It was approved by

shareholders on 11 December 2024 and completed

on 19 December 2024. I am delighted to welcome all

the AADV shareholders as new shareholders of this

Company. The assets and liabilities of AADV were

transferred to the Company in consideration for shares

being issued to AADV shareholders on a relative net

asset basis. AADV shareholders received 0.75864110

AAEV Consideration Shares for each ordinary share in

AADV. New share certificates were issued to the AADV

shareholders on AADV entering voluntary solvent

liquidation following shareholder approval at the AADV

second General Meeting on 19 December 2024. The

respective net asset values of each company on merger

comprised of:

Board composition

On completion of the merger, myself, the former Chair

of AADV and James O’Shaughnessy were appointed

and welcomed to the Board. Patrick Reeve retired from

the Company’s Board at the completion of the merger.

On behalf of the Board and the Manager,

I would like to thank and note my appreciation to

Patrick for his invaluable contribution throughout his

time as a Director and additionally to Christopher

Burrows for his leadership during his tenure as

Chairman. I am also pleased to announce that,

effective from 22 July 2025, Christopher has been

appointed as the Senior Independent Director.

Risks and uncertainties

The Company invests in a broad portfolio of higher growth

businesses, concentrated mainly on the technology

and healthcare sectors. By their nature, the smaller

unquoted businesses in which the Company invests are

generally more volatile in terms of their performance and

valuations. Our investment portfolio seeks to mitigate this

volatility through diversification in terms of both sector

and stage of maturity of the Company.

Chairman’s statement

Albion Enterprise VCT PLC

£’000

Albion Development VCT PLC

£’000

Combined at merger date on

19 December 2024

£’000

Fixed asset investments 96,732 98,336 195,068

Cash in bank and at hand 34,349 33,024 67,373

Other net assets/(liabilities) 366 (205) 161

Net assets 131,447 131,155 262,602

Further information and documents relating to the mergers can be found at www.albion.capital/mergers.

Whilst I am delighted to report an increase in total

shareholder return for the year, shareholders should be

mindful that the Company is exposed to both volatility

and portfolio concentration, and they should therefore

view the performance of their investment over the longer-

term.

Other risks include higher interest rates, high levels

of inflation, uncertainty around tariffs with America

and the ongoing geopolitical tensions. The Manager

is continually assessing the exposure to these risks for

each portfolio company and appropriate actions, where

possible, are implemented. This complex backdrop is

factored into how the Company is managed, including

its utilisation of cash.

A detailed analysis of the other risks and uncertainties

facing the business is shown in the Strategic report on

pages 22 to 26.

Share buy-backs

It remains the Board’s primary objective to maintain

sufficient resources for investment in existing and new

portfolio companies and for the continued payment of

dividends to shareholders and to provide liquidity in the

secondary market through share buy-backs. The Board’s

policy is to buy back shares in the market, subject to

the overall constraint that such purchases are in the

Company’s interest. 

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

the region of a 5% discount to NAV so far as market

conditions and liquidity permit. The Board continues

to review the use of buy-backs and is satisfied that it is

an important means of providing market liquidity for

shareholders. Details of shares bought back during the

year can be found in note 17.

Albion VCTs Prospectus Top Up Offers

Your Board, in conjunction with the boards of the other

VCTs managed by Albion Capital Group LLP, launched

a Prospectus Top Up Offer of new Ordinary shares

for subscription in the 2024/25 tax year. The Offer

opened for applications on 6 January 2025 and was

fully subscribed and closed to further applications on

27 February 2025. The amount raised by the Company

was £20.0 million.

The proceeds are being used to provide support to our

existing portfolio companies and to enable us to take

advantage of new investment opportunities. The funds

raised by the Company pursuant to the Offer will be

added to the cash resources available for investment,

putting the Company into a position to take advantage

of new investment opportunities, whilst also continuing

to support our current portfolio.

Annual General Meeting

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

virtually at noon on 10 September 2025 via the Lumi

platform. Information on how to participate in the live

webcast can be found on the Manager’s website www.

albion.capital/vct-funds/AAEV. The notice of the AGM is

at the end of this document.

The Board welcomes questions from shareholders at

the AGM and shareholders will be able to ask questions

using the Lumi platform. Alternatively, shareholders can

email their questions to AAEVchair@albion.capital prior

to the AGM.

Shareholders’ views are important, and the Board

encourages shareholders to vote on the resolutions.

Further details on the format and business to be

conducted at the AGM can be found in the Directors’

report on pages 52 to 54 and in the Notice of the

Meeting on pages 101 to 104.

Outlook and prospect

The Board is pleased that the Company has delivered

a positive return for the year despite both the macro-

economic and geopolitical uncertainties the Company

faced. The Company’s merger with Albion Development

VCT PLC has doubled the size of the Company with net

assets of over £278 million at the year end and, following

the payback period, will deliver a reduction in the ongoing

costs of the Company which will benefit shareholders.

The portfolio remains diversified in terms of stage of

maturity and target sectors, such as healthcare, software,

DeepTech and FinTech, which we believe are sectors that

all have long term growth characteristics and minimal

dependence on short term consumer expenditure. The

Board is confident that the Company is well placed to

provide long term value to shareholders.



Ben Larkin 

Chairman

22 July 2025

1313Albion Enterprise VCT PLC

Chairman’s statement

Investment objective and policy

The Company’s investment objective is to provide

investors with a regular and predictable source of

dividend income, combined with the prospect of long-

term capital growth, through a balanced portfolio

of predominantly unquoted growth and technology

businesses in a qualifying VCT.

The Company will invest in a broad portfolio of higher

growth businesses with a stronger focus on technology

companies across a variety of sectors of the UK

economy. Allocation of assets will be determined by

the investment opportunities which become available,

but efforts will be made to ensure that the portfolio

is diversified both in terms of sectors and stages of

maturity of portfolio companies.

The full investment policy can be found on page 7.

Current portfolio sector allocation

The following pie charts show the split of the portfolio

valuation as at 31 March 2025 by sector; stage of

investment and number of employees. This is a useful

way of assessing how the Company and its portfolio are

diversified across sector, portfolio companies’ maturity

measured by revenues and their size measured by

the number of employees. Details of the principal

investments made by the Company are shown in the

Portfolio of investments on pages 29 to 30.

STRATEGIC REPORT

Investment portfolio by sector Portfolio analysis by stage of investment

Portfolio analysis by number of employees

Cash and other net assets 27% (25%)

DeepTech 1% (0%)

FinTech 28% (22%)

Software & technology 19% (28%)

Healthcare (including digital healthcare) 18% (18%)

Renewable energy 4% (4%)

Other (including Education) 3% (3%)

Comparatives for 31 March 2024 are shown in brackets.

*Renewable energy companies have no employees

Early stage (revenue less than £1 million) 12% (7%)

Growth (revenue between £1 million and £5 million) 11% (11%)

Scale up (revenue over £5 million) 77% (82%)

Under 20 7% (4%)

21 - 50 17% (12%)

51 - 100 19% (15%)

101+ 51% (64%)

Renewable energy* 6% (5%)

Albion Enterprise VCT PLC 14

STRATEGIC

Direction of portfolio

The current portfolio remains well-balanced both in

terms of stage of investment and sectors, with FinTech

accounting for 28%, software and other technology

accounting for 19% and healthcare (including digital

healthcare) accounting for 18%. A new subcategory

the Company is beginning to invest in is DeepTech,

which currently accounts for 1% of the portfolio.

DeepTech companies deliver products and solutions

that have a strong technical moat, often developed

through world-class research. It is the intention for this

area to form a small part of the portfolio, utilising the

Managers expertise in this area, alongside the FinTech,

Software and Healthcare sectors.

The cash component at the year end sits at 27%

which the Company will use to support those portfolio

companies that require it, as well as to capitalise

on any new investment opportunities that arise. We

therefore expect that the proportion of investments in

the FinTech, DeepTech, software and other technology

and healthcare (including digital healthcare) sectors

will continue to increase, and that the proportion of

asset-based investments will continue to decrease over

the coming years.

Results and dividends

The Company paid ordinary dividends of 6.42 pence

per share during the year ended 31 March 2025 (2024:

6.28 pence per share), along with a special dividend

of 13.50 pence per share. The Board has a variable

dividend policy which targets an annual dividend yield

of around 5% on the prevailing net asset value. In line

with this policy, the Board has declared a first dividend

for the year ending 31 March 2026, of 2.91 pence

per Ordinary share to be paid on 29 August 2025 to

shareholders on the register on 1 August 2025.

As shown in the Income statement on page 77,

investment income has increased to £2,742,000

(2024: £1,697,000), This is partly due to the merger

with Albion Development VCT PLC and the investment

income on the assets acquired as part of the merger,

and also due to increased loan interest and dividends

received from the portfolio companies in the year.

This largely accounts for the increase in revenue gain

to shareholders of £1,094,000 (2024: £758,000),

however it is in line with the prior year on a pence per

share basis of 0.76 pence per share (2024: 0.75 pence

per share).

The capital return on investments for the year was

£13,147,000 (2024: £4,883,000). The net gain was

largely due to net unrealised gains from the valuation

of investments, as well as the realised gain from

the sale of Egress Software Technologies during the

year. Further information on this together with key

valuation movements during the year are outlined in

the Investment portfolio section of the Chairman’s

statement. The total capital gain for the year was 9.11

pence per share (2024: 2.55 pence per share).

The Balance sheet on page 78 shows that the net asset

value per share decreased over the year ended 31 March

2025 to 116.22 pence per share (2024: 125.77 pence per

share), largely as a result of the special dividend paid on

25 October 2024 following the sale of Egress.

Results and dividends

£’000

Net capital return for the year ended 31 March 2025 13,147

Net revenue return for the year ended 31 March 2025 1,094

Total return for the year ended 31 March 2025 14,241

Dividend of 3.14 pence per share paid on 30 August 2024 (3,488)

Special dividend of 13.50 pence per share paid on 25 October 2024 (14,990)

Dividend of 3.28 pence per share paid on 28 February 2025 (7,361)

Unclaimed dividends returned to the Company 17

Transferred from reserves (11,581)

Net assets as at 31 March 2025 278,526

Net asset value as at 31 March 2025 116.22 pence per share

Strategic report

15Albion Enterprise VCT PLC

The cash inflow for the year was £37,831,000 (2024:

£3,454,000). This resulted mainly from the cash

received from the merger with Albion Development VCT

PLC and issue of the new ordinary shares under the

2024/25 Top Up Offer, disposal proceeds and loan stock

income, offset by new investments, dividends paid,

share buy-backs, merger costs and ongoing expenses.

Review of business and outlook

The results for the year ended 31 March 2025 are

the first statutory accounts since the merger of the

Company with Albion Development VCT PLC on 19

December 2024. A review of the Company’s business

during the year and its future prospects is contained

in the Chairman’s statement on pages 10 to 13 and in

this Strategic report.

From the merger with Albion Development VCT PLC,

the Company acquired the net assets of that company

which were valued at £131.2 million. As a result of the

merger, the Board expects to make significant annual

cost savings and reduce the ongoing charges ratio of

the Company. Further details of the merger can be

found in note 10.

There is a continuing focus on growing investments

in the FinTech, healthcare and other software and

technology sectors, as well as our first investment in the

year into the DeepTech sector and, therefore, we expect

the portfolio to increase its weighting in these sectors.

Investment income largely comprises loan stock

interest on our renewable energy investments, which

the Company intends to hold for the longer term. As a

result of the merger, the loan stock income is expected

to increase in line with the increase in our renewable

energy investments but remain relatively flat on a

pence per share basis. Dividend income is also expected

to stay flat. It is expected that most of the Company’s

investment returns will be delivered via capital gains on

the unquoted portfolio of investments.

Future prospects

The Company’s financial results for the year ended 31

March 2025 demonstrate that the portfolio remains well

balanced across its chosen sectors and risk classes and is

largely weathering the ongoing global issues caused as a

result of higher levels of interest rates and inflation, geo-

political factors and other economic headwinds.

Net asset value per share and cumulative dividends

Strategic report

Net asset value Cumulative dividend

Pence per share

220

200

180

160

140

120

100

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

Albion Enterprise VCT PLC 16

Although there remains much uncertainty, the Board

considers that the Company has the potential to deliver

long term growth, whilst maintaining predictable

dividend payments to shareholders.

Key Performance Indicators (“KPIs”) and

Alternative Performance Measures (“APMs”)

The Directors believe that the following KPIs (some of

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

the Board’s assessment of the Company, will provide

shareholders with sufficient information to assess how

effectively the Company is applying its investment

policy to meet its objectives. See the Glossary of terms

on pages 99 and 100 for more details. The Directors are

satisfied that the results shown in the following KPIs

and APMs give a good indication that the Company is

achieving its investment objective and policy. These are:

1. Net asset value per share (APM) and

cumulative dividends

The chart on page 16 illustrates the movement in net

asset value per share plus cumulative dividends paid

since launch to 31 March 2025.

2. Shareholder value (APM) and shareholder

return (APM)

Total shareholder return for the year ended 31 March

2025 was 10.37 pence per share (8.2% on opening

NAV). This return increased total shareholder value

since inception (being the 31 March 2025 NAV plus

cumulative dividends paid) to 211.29 pence per share.

The figures in the table below show that, despite

some annual volatility, the Company has delivered an

average increase in shareholder value on opening NAV

of 8.4% per annum over the past ten years and 9.3%

per annum over the past 5 years.

Percentage movement in shareholder value in the year

2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

5.4% 10.8% 12.4% 13.1% (4.4)% 12.7% 20.7% 2.1% 2.7% 8.2%

Dividends paid

Strategic report

Dividends paid in the year Cumulative dividend

Pence per share

100

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

17Albion Enterprise VCT PLC

3. Dividend distributions

Dividends paid in respect of the year ended 31 March

2025 were 19.92 pence per share (15.8% yield on

opening NAV) (2024: 6.28 pence per share). Cumulative

dividends paid since inception were 95.07 pence per

share.

4. Ongoing charges (APM)

The ongoing charges ratio for the year ended 31

March 2025 was capped at 2.50% (2024: 2.50%)

with any excess over the cap being a reduction in

the management fee. The ongoing charges ratio has

decreased to 2.44% (2024: 2.50%). After the merger

with Albion Development VCT PLC, and following the

payback period, it is expected that the ongoing charges

ratio will decrease further in 2026.

5. VCT compliance*

The investment policy is designed to ensure that the

Company continues to qualify, and is approved, as a

VCT by HMRC. In order to maintain its status under

VCT legislation, a VCT must comply on a continuing

basis with the provisions of Section 274 of the Income

Tax Act 2007, details of which are provided in the

Directors’ report on page 49.

The relevant tests to measure compliance have been

carried out and independently reviewed for the year

ended 31 March 2025 and are also reviewed during

the year by Philip Hare & Associates LLP. These reviews

confirmed that the Company has complied with all tests.

Gearing

As defined by the Articles of Association, the

Company’s maximum exposure in relation to gearing

is restricted to 10% of its share capital and reserves

adjusted for any dividends declared. Although the

investment policy permits the Company to borrow, the

Directors do not currently have any intention of utilising

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

Operational arrangements

The Company has delegated the investment

management of the portfolio to the Manager, Albion

Capital Group LLP, which is authorised and regulated

by the Financial Conduct Authority. The Manager also

provides company secretarial and other accounting and

administrative support to the Company.

Investment Management agreement

Under the Management agreement, the Manager

provides investment management, secretarial

and administrative services to the Company. The

Management agreement can be terminated by

either party on 12 months’ notice and is subject to

earlier termination in the event of certain breaches

or on the insolvency of either party. The Manager is

paid an annual management fee equal to 2.0% of

the net asset value of the Company and a separate

annual administration fee of 0.2% of the net assets

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

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

(the cap became effective from 19 December 2024,

post-merger with Albion Development VCT PLC),

with Board review at least every three years to

consider inflation. Both the Management fee and

Administration fee are payable quarterly in arrears.

The total annual running costs of the Company,

including management fees payable to Albion Capital

Group LLP, Directors’ fees, professional fees and the

costs incurred by the Company in the ordinary course

of business (but excluding any exceptional items and

performance fees payable to Albion Capital Group

LLP) are capped at an amount equal to 2.5% of the

Company’s net assets, with any excess being met by

Albion Capital Group LLP by way of a reduction in

management fees.

In some instances, the Manager is entitled to an

arrangement fee, payable by a portfolio company in

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

the investment made, and also monitoring fees where

the Manager has a representative on the portfolio

company’s board; these fees are payable by the

portfolio company. Further details of the Manager’s

fee can be found in note 5 to the

financial statements.

Management performance incentive

A revised performance incentive arrangement was

implemented on 19 December 2024, after approval

by shareholders. Under the performance incentive

arrangement, the Manager receives an incentive fee

calculated annually on a five-year average rolling basis,

equal to 15% of the performance over a 5% hurdle

(applied to the opening net asset value each year in

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

Strategic report

Albion Enterprise VCT PLC

line with the current dividend target). This fee only

becomes payable when average returns to shareholders

are in excess of 5% per annum over a five-year period.

The first payment of a performance fee, if earned, will

be in 2027 based on the audited results of the five

years ended 31 March 2027. Therefore, there is no fee

payable based on the audited results for the five year

period ended 31 March 2025.

There is a provision of £298,000 based on assumed

returns of 6.54% per annum in the forecast period

to 31 March 2029 which, if crystallised, will become

payable over the four years to 31 March 2029 based

on the audited results for each rolling five-year period

to 31 March 2029. Details of the calculation of the

performance incentive provision can be found in

note 16.

Investment and co-investment

The Company co-invests with other Venture Capital

Trusts and funds managed by the Manager.

Allocation of investments among the Venture Capital

Trusts is on the basis of an allocation agreement

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

available for investment.

Liquidity Management

The Board examines regularly both the liquidity of

the Company’s shares in the secondary market, which

is substantially influenced by the use of share buy-

backs and share issuance, and the liquidity of the

Company’s portfolio. The nature of investments in a

venture capital portfolio is longer term and these are

relatively illiquid in the short term. Consequently, the

Company seeks to maintain sufficient liquidity in cash

and near cash assets to cover the operating costs of

the Company and to meet dividend payments and

share buy-backs, as well as to have the capacity to

make fresh investments when the opportunities arise.

Although the Company is authorised to borrow, in

practice it does not borrow and the Board has no

intention that the Company should borrow given the

nature of the Company’s investments. Management

of liquidity is one of the key operational areas that

the Board discusses regularly with the Manager.

Evaluation of the Manager

The Board has evaluated the performance of the

Manager based on:

• the returns generated by the Company;

• the continuing achievement of the HMRC tests

for VCT status;

• the long term prospects of the current portfolio

of investments;

• the management of liquidity, including use of

buy-backs and participation in fundraising; and

• benchmarking the performance of the Manager

to other VCT managers, and the other VCTs

managed by Albion Capital Group LLP.

The Board believes that it is in the interests of

shareholders as a whole and of the Company to

continue the appointment of the Manager for the

forthcoming year.

Alternative Investment Fund Managers

Directive (“AIFMD”)

The Board appointed the Manager as the Company’s

AIFM in 2014 as required by the AIFMD. The Manager

is a full-scope Alternative Investment Fund Manager

under the AIFMD. Ocorian Depositary (UK) Limited is

the appointed Depositary and oversees the custody

and cash arrangements and provides other AIFMD

duties with respect to the Company.

Consumer duty

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

2023. These rules set a higher standard of consumer

protection in financial services. The Manager as AIFM

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

Company itself is not.

The Manager is, for the purposes of Consumer Duty, a

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

that has some influence over design and distribution

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

assessment of value for the Company’s shares was

completed in November 2024. The value assessment

concluded that the Company provides fair value for

shareholders.

Strategic report

Where the Manager’s product review concludes that

changes may help deliver better outcomes for consumers,

it will recommend these changes to the Board.

Companies Act 2006 Section 172 Reporting

Under Section 172 of the Companies Act 2006 (the

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

the Company for the benefit of its members as a whole

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

interests of other stakeholders in the Company, such

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

impact on the community and environment and with

high standards of business conduct, which includes

acting fairly between members of the Company.

The Board is very conscious of these wider

responsibilities in the way it promotes the Company’s

culture and ensures, as part of its regular oversight,

that the integrity of the Company’s affairs is foremost

in the way the activities are managed and promoted.

This includes regular engagement with the wider

stakeholders of the Company and being alert to issues

that might damage the Company’s standing in the

way that it operates. The Board works very closely with

the Manager in reviewing how stakeholder issues are

handled, ensuring good governance and responsibility

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

and openness in how the affairs are conducted.

The Company is an externally managed investment

company with no employees, and as such has nothing

to report in relation to employee engagement but does

pay close attention to how the Board operates as a

cohesive and competent unit. The Company also has no

customers in the traditional sense and, therefore, there

is also nothing to report in relation to relationships with

customers.

The table below sets out the key stakeholders,

details how the Board has engaged with these key

stakeholders, and the effect of these considerations on

the Company’s decisions and strategies during the year.

Engagement with Stakeholder Decision outcomes based on engagement

Shareholders

The key methods of engaging with

shareholders are as follows:

• Annual General Meeting (“AGM”).

• General Meetings (“GM”).

• Annual shareholder seminar in

person.

• Annual report and Financial

Statements, Half-yearly financial

report, and interim management

statements.

• Circular relating to the merger

with Albion Development VCT PLC

(“AADV”).

• RNS announcements in

accordance with the UK Listing

Rules and Disclosure Guidance

and Transparency Rules (“DTRs”)

covering such things as the

publication of a Prospectus.

• Albion Capital website, social

media pages.

• Albion news shareholder magazine.

• Shareholders’ views are important, and the Board encourages shareholders to

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

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

a presentation made by the Manager. The Company uses the Lumi platform

to hold its AGM virtually which enables engagement with a wider audience of

shareholders from across the country rather than just those able to attend a Central

London location, and gives shareholders the opportunity to ask questions and vote

during the virtual AGM. The virtual medium helps facilitate greater shareholder

participation, particularly for those shareholders who would be unable to attend an

AGM in person. It also enables the Company to provide a recording of the event for

shareholders to watch on demand.

• During the year, shareholders voted overwhelmingly in favour of the merger of the

Company with AADV. This was approved independently by shareholders of both

companies at the GM’s on 11 December 2024 and the voluntary solvent liquidation

of AADV was approved by its shareholders at AADV’s second GM on

19 December 2024. The merger should achieve, amongst other things, significant

cost savings, administration efficiency and simplicity for shareholders.

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

Seminar. The 2024 event took place on 20 November 2024. The seminar included

Treefera and TransFICC sharing insights into their businesses and a Q & A session

with Albion Capital executives on some of the key factors affecting the investment

outlook, as well as a review of the past year and the plans for the year ahead.

Representatives of the Board attend the seminar. The Board considers this an

important marketing event hosted by the Manager and invites shareholders to

attend this year’s event scheduled for 18 November 2025 at No.11 Cavendish

Square, London. Further information will be available nearer the time.

Albion Enterprise VCT PLC 20

Strategic report

Engagement with Stakeholder Decision outcomes based on engagement

Shareholders continued

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

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

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

asset value to ensure this is in the region of 5%.

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

sustainable returns to provide shareholders with regular dividends and the prospect

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

to pay dividends to shareholders. The variable dividend policy, including the special

dividend, has resulted in a dividend yield of 15.8% on opening net asset value.

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

Prospectus Top Up Offers, following the merger with AADV, to raise funds for

deployment into new and existing portfolio companies. The Prospectus was

published on 12 November 2024 and the Offer launched to applications on 6

January 2025. The Board carefully considered whether further funds were required,

whether the VCT tests would continue to be met, and whether it would be in the

interest of shareholders, before agreeing to publish the Prospectus. On allotment, an

issue price formula based on the prevailing net asset value is used to ensure there

was no dilution to existing shareholders.

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

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

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

• Shareholders can contact the Chairman using the email AAEVchair@albion.capital

Manager

The performance of Albion Capital

Group LLP is essential to the long-

term success of the Company,

including achieving the investment

policy and generating returns to

shareholders, as well as the impact

the Company has on Environmental,

Social and Governance (“ESG”)

concerns.

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

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

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

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

Manager.

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

secretarial and administrative services is reviewed each year, which includes

reviewing comparator engagement terms and portfolio performance. Further details

on the evaluation of the Manager, and the decision to continue the appointment of

the Manager for the forthcoming year, can be found in this report.

• There is no performance incentive fee payable based on the audited 31 March 2025

accounts. There is a provision of £298,000 based on assumed returns of 6.54% per

annum in the forecast period to 31 March 2029 which may or may not be achieved,

and further details can be found in note 16.

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

governance on pages 56 to 58.

Suppliers

The key suppliers (other than the

Manager) are:

• Auditor;

• Corporate broker;

• Depositary;

• Legal adviser;

• Registrar; and

• VCT taxation adviser.

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

contractual arrangements with and the performance of all the principal suppliers to

the Company are reviewed regularly and formally once a year.

• The Board are satisfied with the performance of the key suppliers.

Strategic report

Social and community issues, employees

and human rights

The Board recognises the requirement under section

414C of the Act to detail information about social

and community issues, employees and human rights;

including any policies it has in relation to these matters

and effectiveness of these policies. As an externally

managed investment company with no employees,

the Company has no formal policies in these matters,

however, such matters form part of its responsible

investment strategy as detailed above.

Diversity

The Board understands the importance of promoting

diversity of the Company’s Board and seeks to create

a diverse group of experienced individuals. At the year

end, there were four male Directors and one female

Director on the Board. Further details on the diversity of

the Board can be found on pages 50 and 51.

Further policies

The Company has adopted a number of further policies

relating to:

• Environment;

• Global greenhouse gas emissions;

• Anti-bribery; and

• Anti-facilitation of tax evasion.

These are set out in the Directors’ report on page 50.

Risk management

The Board carries out a regular review of the risk

environment in which the Company operates, together

with changes to the environment and individual risks.

The Board also identifies emerging risks which might

impact the Company. In the year ended 31 March 2025

the most noticeable risks have been high interest rates

and the cumulative effect of high inflation over the

past few years, caused in part by current geopolitical

tensions, and volatility in world markets, particularly

affecting growth stocks. The full impact of these risks is

likely to continue to be uncertain for some time.

The Board has carried out a robust assessment of

the Company’s principal and emerging risks and

uncertainties. It seeks to mitigate these through regular

reviews of performance and monitoring progress

and compliance. The Board applies the principles

detailed in the Financial Reporting Council’s Guidance

on Risk Management, Internal Control and Related

Financial and Business Reporting, in the mitigation

and management of these risks. More information on

specific mitigation measures for the principal risks and

uncertainties are explained below:

Engagement with Stakeholder Outcomes and decisions based on engagement

Portfolio companies

The portfolio companies are

considered key stakeholders, not least

because they are principal drivers

of value for the Company. Also, as

discussed in the ESG report on pages

43 to 46, the portfolio companies’

impact on their stakeholders is also

important to the Company.

• The Board aims to have a diversified portfolio in terms of sector and stage of

investment. Further details of this can be found in the pie charts on page 14.

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

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

decisions, as well as good ESG practices.

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

leadership team hiring, organisational scaling and founder leader development.

• The Manager facilitates good dialogue with portfolio companies and often organises

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

Community and environment

The Company, with no employees, has

no effect itself on the community and

environment. However, as discussed

above, the portfolio companies’ ESG

impact is extremely important to the

Board.

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

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

(“UN PRI”). The Board has been conscious in making a commitment to invest

responsibly and embed community and environmental concerns in the Company’s

practices. Further details of this are set out in the ESG report.

Albion Enterprise VCT PLC 22

Strategic report

23Albion Enterprise VCT PLC

Strategic report

Possible consequence Risk assessment

during the year

Risk management

Principal Risks

Investment, performance, technology and valuation risk

The risk of investment in poor

quality businesses, which could

reduce the returns to shareholders

and could negatively impact on

the Company’s current and future

valuations.

By nature, smaller unquoted

businesses, such as those that

qualify for Venture Capital Trust

purposes, are more volatile in

terms of their performance and

valuations, than larger, long-

established businesses.

The Company’s investment

valuation methodology is reliant

on the accuracy and completeness

of information that is issued by

portfolio companies. In particular,

the Directors may not be aware

of, or take into account, certain

events or circumstances which

occur after the information issued

by such companies is reported.

External market conditions,

including changes in benchmarks,

transaction prices and comparable

multiples can also impact the

valuations.

No change

during the year,

but remains

high due to the

economic and

geopolitical issues

as referred to in

the Chairman’s

statement.

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

expertise of the Manager and its track record over many years of

making successful investments in this segment of the market. The

Manager operates a formal and structured investment appraisal and

review process, which includes an Investment Committee, comprising

investment professionals from the Manager for all investments, and

at least one external investment professional for investments greater

than £1 million in aggregate across all the Albion Capital managed

VCTs. The Manager also invites and takes account of comments from

non-executive Directors of the Company on matters discussed at the

Investment Committee meetings.

The Board and Manager regularly review the deployment of

investments and cash resources available to the Company in

assessing liquidity required for servicing the Company’s buy-backs,

dividend payments and operational expenses. The decision to issue

a Prospectus for the 2024/25 Top Up Offers was due to careful

analysis of these factors as well as ensuring an appropriate pipeline

of investment opportunities, both in terms of price and quality.

The Board and the Manager review the diversification of the

Company’s portfolio on a quarterly basis. When new investments

are made, the Manager considers the impact that they will have

on the diversification of the portfolio, to ensure that concentration

risk is considered, and to ensure that investment risk is spread in

accordance with the Company’s investment policy.

Investments are actively and regularly monitored by the Manager,

including the level of diversification in the portfolio, and the

Board receives detailed reports on each investment as part of the

Manager’s report at quarterly board meetings.

The unquoted investments held by the Company are designated

at fair value through profit or loss and valued in accordance

with the International Private Equity and Venture Capital

Valuation Guidelines updated in 2022. These guidelines set out

recommendations, intended to represent current best practice on

the valuation of venture capital investments. The valuation takes

into account all known or knowable material facts at the date of

valuation.

Strategic report

Possible consequence Risk assessment

during the year

Risk management

Regulatory and compliance risk

The Company is listed on The

London Stock Exchange and is

required to comply with the rules

of the Financial Conduct Authority,

as well as with the Companies Act,

Accounting Standards and other

legislation. Failure to comply with

these regulations could result in a

delisting of the Company’s shares,

or other penalties under the

Companies Act or from financial

reporting oversight bodies.

No change in the

year.

As a Venture Capital Trust whose shares are traded on the London

Stock Exchange, the Company is impacted by actual and prospective

changes to legislation and HMRC guidance governing VCTs.

The Manager is actively involved with key industry bodies who meet

periodically with HMRC and relevant government representatives

to ensure that they have a good understanding of relevant sector

developments. The Board and the Manager also receive regular

updates on new regulation from the Company’s auditor, legal

advisers and other professional bodies. The Manager’s services

include ensuring that the Company complies with the relevant rules.

The Manager is regulated by the Financial Conduct Authority and

has a dedicated compliance function to ensure it complies with rules

applicable to its regulated fund management services. Any issues

arising from compliance or regulation are reported to the Manager’s

Executive Committee and, where they relate to the Company, are

reported to the Board in quarterly Board meetings.

The Board reviewed the regulatory Healthcheck report prepared

by Bovill Newgate, to confirm adequate policies, procedures and

compliance training are in place to comply with the FCA rules for an

investment management firm and full scope AIFM.

VCT approval risk

The Company must comply with

section 274 of the Income Tax Act

2007 which enables its investors

to take advantage of tax relief on

their investment and on future

returns. Breach of any of the rules

enabling the Company to hold VCT

status could result in the loss of

that status.

No change in the

year.

The Board has appointed the Manager, which has a team with

significant experience in Venture Capital Trust management, used

to operating within the requirements of the Venture Capital Trust

legislation. In addition, to provide further formal reassurance, the

Board has appointed Philip Hare & Associates LLP as its taxation

adviser, who report quarterly to the Board to independently

confirm compliance with the Venture Capital Trust legislation, to

highlight areas of risk and to inform on changes in legislation. Each

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

professional advisers or H.M. Revenue & Customs. The Company

monitors closely the extent of qualifying holdings and addresses this

as required.

The Government has extended the VCT sunset clause to 2035. This

will help enable the Company to continue supporting its portfolio of

high growth companies.

Strategic report

Possible consequence Risk assessment

during the year

Risk management

Operational and internal control risk

The Company relies on a number

of third parties, in particular the

Manager, for the provision of

investment management and

administrative functions. Failures

in key systems and controls within

the Manager’s business could put

assets of the Company at risk or

result in reduced or inaccurate

information being passed to the

Board or to shareholders.

No change in the

year.

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

internal controls and review procedures exercised throughout the

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

controls and risk management.

The Board has reviewed the report prepared by Lavery Consulting in

relation to the Company Secretarial health check undertaken during

the year.

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

appointed to oversee the custody and cash arrangements and

provide other AIFMD duties. The Board reviews the quarterly reports

prepared by Ocorian Depositary (UK) Limited to ensure that the

Manager is adhering to its policies and procedures as required by the

AIFMD.

In addition, the Board annually reviews the performance of its key

service providers, particularly the Manager, to ensure they continue

to have the necessary expertise and resources to deliver the

Company’s investment objective and policy. The Manager and other

service providers have also demonstrated to the Board that there is

no undue reliance placed upon any one individual.

Cyber and data security risk

Failures in IT systems and controls

within the Manager’s business

could place assets of the Company

at risk, result in loss of sensitive

data (including shareholder

data), or loss of access to systems

resulting in a lack of timely

communication to market.

No change in the

year.

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

the management of the IT infrastructure and improve the IT control

environment.

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

internal controls and review procedures exercised throughout the year.

The Board receives reports from the Manager on its internal controls

and risk management, including on matters relating to cyber security.

The Manager also has a formal risk committee in place which meets

every six months, with cyber risk being discussed at Board meetings.

The 2023 internal audit of the Manager focused specifically on IT

systems.

The Manager carries out a review of all suppliers annually. This includes

a review of the supplier’s IT controls, cyber security systems, and

requires them to report breaches (if any). Following the review, the

Manger will decide whether it is appropriate to continue using each

supplier and a full report is provided to the Board.

Albion Enterprise VCT PLC 26

Strategic report

Possible consequence Risk assessment

during the year

Risk management

Economic, political and social risk

Changes in economic conditions,

including; high interest rates,

rates of inflation, tariffs, industry

conditions, competition, political

and diplomatic events, and other

factors could substantially and

adversely affect the Company’s

prospects in a number of ways.

This also includes risks of social

upheaval, including from infection

and population re-distribution, as

well as economic risk challenges as

a result of healthcare pandemics/

infection.

Has increased

during the

year due to the

economic and

geopolitical issues

as referred to in

the Chairman’s

statement

The Company invests in a diversified portfolio of companies across a

number of industry sectors and in addition often invests in a mixture

of instruments in portfolio companies and has a policy of minimising

any external bank borrowings within portfolio companies.

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

meet its operating requirements, including share buy-backs and

follow-on investments.

In common with most commercial operations, exogenous risks

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

Company does what it can to address these risks where possible, not

least as the nature of the investments the Company makes are long

term.

The Board and Manager continuously assess the resilience of the

portfolio, the Company and its operations and the robustness of

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

impacts on how the Company might be positioned in how it invests

and operates. Ensuring liquidity in the portfolio to cope with exigent

and unexpected pressures on the finances of the portfolio and the

Company is an important part of the risk mitigation in uncertain

times. The portfolio is diversified, and exposure is relatively small to

some of the most at-risk sectors that include leisure, hospitality, retail

and travel.

Liquidity risk

The Company may not have

sufficient cash available to meet

its financial obligations. The

Company’s portfolio is primarily

in smaller unquoted companies,

which are inherently illiquid

as there is no readily available

market, and thus it may be difficult

to realise their fair value at short

notice.

No change in the

year.

To reduce this risk, the Board reviews the Company’s three year

cash flow forecasts on a quarterly basis. These include potential

investment realisations (which are closely monitored by the

Manager), Top Up Offers, dividend payments and operational

expenditure. This aims to ensure that there are sufficient cash

resources available for the Company’s liabilities as they fall due.

Emerging Risks

Environmental, social and governance (“ESG”) risk

An insufficient ESG policy could

lead to an increased negative

impact on the environment,

including the Company’s carbon

footprint. Non-compliance with

reporting requirements could lead

to a fall in demand from investors,

reputational damage and

penalties. Climate risks could also

negatively impact on the value of

portfolio investments.

No change in the

year.

The Manager is a signatory of the UN PRI and the Board is kept

appraised of the evolving ESG policies at quarterly Board meetings.

Full details of the specific procedures and risk mitigation can be

found in the ESG report on pages 43 to 46. These procedures ensure

that this increased risk continues to be mitigated where possible.

Whilst the Company itself has limited impact on climate change,

due to no employees nor greenhouse gas emissions, the Board works

closely with the Manager to ensure the Manager itself is working

towards reducing their impact on the environment, and that the

Manager takes account of ESG factors, including the impact on the

environment, when making new investment decisions. With specific

respect to the Company, a key target is to continue to increase the

use of electronic communications with shareholders.

Going Concern

The Directors have, at the time of approving the

financial statements, a reasonable expectation that

the Company has adequate resources to continue in

operational existence for the twelve months from the

date of signing of these financial statements. When

making its assessment of the Company’s ability to

continue as a going concern, the Board has reviewed

the risks to future performance as set out in the

Strategic Report on pages 22 to 26, and considered

the potential impacts of those risks on the Company’s

future ability to continue as a going concern.

The Board has carried out robust stress testing of

cashflows which include: factoring in high levels of

inflation when budgeting for future expenses; only

including proceeds from investment disposals where

there is a high probability of completion; assessing

the resilience of portfolio companies given the

current decline in the global economy, including the

requirement for any future financial support; and

the ability to fulfil interest requirements on debt

instruments.

The Company’s cash resources are currently healthy,

and the portfolio of investments is diverse and not

reliant on any one sector. All significant cash outflows,

including dividends, share buybacks and investments,

are within the Company’s control. Therefore the Board

expects the Company to have sufficient cash resources

to withstand any reasonable stress scenario, for

example if the Company was unable to raise further

funds, and believes that it is appropriate to continue

to adopt the going concern basis of accounting in

preparing these financial statements.

Viability statement

In accordance with the FRC UK Corporate Governance

Code published in 2018 and principle 36 of the AIC

Code of Corporate Governance, the Board is required

to assess the prospects of the Company over a period

longer than that which we have used to evaluate the

Company’s ability to continue as a going concern

(see page 48). The Board conducted this review for a

period of three years, which they consider best reflects

the nature of the Company’s investments, which are

typically high-growth investments, held for the long

term as they mature. Our review is also influenced

by the nature of the tax legislation associated with a

VCT status and the political landscape in which that

legislation exists and evolves, as this influences the

Board’s strategic planning horizon. In considering the

prospects of the Company, the Board has estimated

timelines for finding, assessing and completing of

investments; reviewed the potential impact of any new

regulations; and considered the availability of cash.

As noted above, the Board has carried out a robust

assessment of the principal and emerging risks facing

the Company, including those that could threaten

its business model, future performance, solvency or

liquidity and focused on the major factors which affect

the economic, regulatory and political environment.

The Board also considered the procedures in place

to identify emerging risks and the risk management

processes in place to avoid or reduce the impact of the

underlying risks. The Board carefully assessed, and was

satisfied with, the risk management processes in place

to avoid or reduce the impact of these risks. Inflation

remaining high, interest costs remaining elevated and

the impact on growth stocks against a geopolitically

Strategic report

Albion Enterprise VCT PLC 28

uncertain environment remain risks that need to be

considered against the practical management of the

Company’s net assets and its operational requirements.

The Board assessed the ability of the Company to

raise finance and deploy capital, as well as the existing

cash resources of the Company by looking at cashflow

forecasts and the future pipeline of investments.

The Board considered that the merger with Albion

Development VCT PLC would bring increased longer

term resilience as well as a reduction in operating costs

through economies of scale. The Board has additionally

considered the ability of the Company to comply with

the ongoing conditions to ensure it maintains its VCT

qualifying status under its current investment policy.

As a result of the Board’s quarterly valuation reviews, it

has concluded that the portfolio is well balanced and

geared towards delivering long term growth and strong

returns to shareholders. In assessing the prospects

of the Company, the Directors have considered the

cash flow by looking at the Company’s income and

expenditure projections and funding pipeline over the

assessment period of three years and they appear

realistic. It is also satisfied that the Company can

maintain its VCT qualifying status.

Based on the assessment of the above considerations

on the cash flow forecasts and stress scenarios, the

Board has determined that the Company will be able

to continue in operation, maintain compliance with the

VCT rules and meet its liabilities as they fall due for the

three years to 31 March 2028.

Companies Act 2006

This Strategic report of the Company for the year ended

31 March 2025 has been prepared in accordance with

the requirements of section 414A of the Companies Act

2006 (the “Act”). The purpose of this report is to provide

shareholders with sufficient information to enable

them to assess the extent to which the Directors have

performed their duty to promote the success of the

Company in accordance with Section 172 of the Act.

For and on behalf of the Board

Ben Larkin

Chairman

22 July 2025

Strategic report

PORTFOLIO OF INVESTMENTS

Amounts in the below table shown at cost as at 31 March 2025 include the original investment cost to the

Company (Albion Enterprise VCT PLC) and the fair value attributed to the investments acquired from Albion

Development VCT PLC (“AADV”) on the merger on 19 December 2024. Change in value for the year is for the full

year in respect of the Company (Albion Enterprise VCT PLC) and only includes AADV results for the period since the

date of merger on 19 December 2024 to 31 March 2025.

AADV holding value on

19 December 2024***

£’000

As at 31 March 2025 As at 31 March 2024

Change in value for

the year *

£’000

Fixed asset investments

% voting rights

held by all Albion

managed funds

Cost

£’000

Cumulative

movement in value

£’000

Value

£’000

Cost

£’000

Value

£’000

Quantexa 3.7 11.2 27,853 29,563 24,502 54,065 2,069 22,164 7,682

Proveca 21.4 49.9 10,479 12,966 4,775 17,741 2,487 8,194 (932)

Oviva 6.4 13.7 5,320 7,920 3,049 10,969 2,601 4,178 1,472

Gravitee Topco (T/A Gravitee.io) 7.6 23.8 2,383 4,552 4,275 8,827 2,168 3,353 3,090

Convertr Media 17.0 36.5 2,284 4,027 3,429 7,456 992 1,794 2,936

The Evewell Group 11.9 33.0 2,986 4,463 2,027 6,490 1,477 2,703 801

Healios 14.7 35.4 2,674 5,687 362 6,049 2,955 2,993 324

Radnor House School (TopCo) 17.9 48.3 2,859 4,588 1,442 6,030 1,729 3,700 (529)

Panaseer 7.1 14.9 3,258 5,094 (650) 4,444 1,836 2,369 (1,183)

Runa Network 5.2 17.9 2,073 4,017 415 4,432 1,871 2,285 1

TransFICC 4.5 15.9 1,060 2,792 1,350 4,142 938 938 1,350

Treefera 4.9 13.3 1,272 2,644 869 3,513 1,371 1,371 869

The Street by Street Solar Programme 21.0 50.0 2,128 3,020 373 3,393 891 1,534 (270)

Regenerco Renewable Energy 24.4 50.0 1,755 3,015 299 3,314 1,261 1,842 (282)

Elliptic Enterprises 2.0 7.5 1,120 2,493 820 3,313 1,373 1,379 814

Mondra Global 8.6 21.5 447 2,538 271 2,809 166 168 269

Peppy Health 3.5 10.0 1,424 2,796 - 2,796 1,372 1,372 -

Cantab Research (T/A Speechmatics) 3.2 14.4 1,439 2,798 (33) 2,765 1,359 1,508 (182)

Threadneedle Software Holdings (T/A

Solidatus) 8.1 22.0 1,209 2,569 - 2,569 1,360 1,360 -

GX Molecular (T/A CS Genetics) 4.7 22.9 1,231 2,516 40 2,556 1,000 1,001 39

Aridhia Informatics 13.4 23.6 1,257 2,501 17 2,518 1,244 1,327 (66)

OpenDialog AI 8.3 23.1 1,028 2,167 - 2,167 949 949 -

Tem-Energy 4.5 12.9 1,047 1,679 418 2,097 527 780 165

Imandra 3.0 8.1 1,253 2,068 (23) 2,045 173 260 (110)

InCrowd Sports 9.0 18.7 1,055 1,775 246 2,021 698 945 -

Chonais River Hydro 4.6 50.0 2,010 2,002 (29) 1,973 - - (29)

Papaya Technologies 6.9 15.4 864 1,808 - 1,808 - - -

Ionate 6.9 10.1 - 1,807 - 1,807 - - -

Accelex Technology 4.6 15.4 578 1,360 441 1,801 782 1,153 70

Instinct Digital 14.9 34.3 796 1,739 - 1,739 - - -

Alto Prodotto Wind 20.5 50.0 756 1,300 375 1,675 654 1,079 (2)

Locum’s Nest 10.9 25.9 842 1,444 164 1,608 602 773 (7)

Trumpet Software 5.5 12.2 691 1,446 - 1,446 - - -

29Albion Enterprise VCT PLC

STRATEGIC

Portfolio of investments

AADV holding value on

19 December 2024***

£’000

As at 31 March 2025 As at 31 March 2024

Change in value for

the year *

£’000

Fixed asset investments

% voting rights

held by all Albion

managed funds

Cost

£’000

Cumulative

movement in value

£’000

Value

£’000

Cost

£’000

Value

£’000

Diffblue 6.2 17.3 682 1,427 - 1,427 541 541 -

Toqio FinTech Holdings 4.0 11.3 730 2,008 (585) 1,423 1,279 1,279 (585)

Get Least (T/A Kato) 6.1 16.5 534 1,110 221 1,331 - - 221

Beddlestead 16.8 49.0 832 1,798 (523) 1,275 966 852 (409)

Latent Technology 4.8 14.1 - 1,217 - 1,217 - - -

Perchpeek 3.7 13.4 597 1,188 - 1,188 591 355 236

Open Trade Technology 6.1 12.9 456 1,161 - 1,161 - - -

Infact Systems (T/A Infact) 6.6 16.8 547 1,052 94 1,146 88 88 94

Phasecraft 1.7 4.7 418 873 231 1,104 455 455 231

Kennek Solutions 3.9 9.2 448 1,055 - 1,055 186 186 -

Gridcog International 5.3 15.9 499 996 - 996 497 497 -

Greenenerco 32.6 50.0 135 614 355 969 572 1,013 (47)

OutThink 5.0 13.9 610 1,254 (313) 941 644 644 (313)

5Mins AI 3.9 11.1 340 700 - 700 360 360 -

Seldon Technologies 6.0 22.7 415 1,461 (832) 629 1,046 770 (556)

PetsApp 4.8 13.6 425 875 (290) 585 450 450 (290)

AVESI 16.0 50.0 376 555 (25) 530 179 206 (52)

Kohort Software 4.2 12.0 267 523 - 523 257 257 -

Innerworks Technology 3.7 7.8 - 471 - 471 - - -

The Q Garden Company 16.6 50.0 403 403 29 432 - - 29

Scripta Therapeutics 6.9 14.2 - 387 - 387 - - -

MHS 1 4.5 48.8 263 346 (11) 335 83 81 (9)

Dragon Hydro 5.5 30.0 258 258 - 258 - - -

OtoImmune 3.4 7.1 - 240 - 240 - - -

PeakData 7.6 21.3 97 1,077 (870) 207 862 111 (118)

Symetrica 0.5 4.9 95 158 33 191 63 59 37

Premier Leisure (Suffolk) 13.1 47.4 138 138 8 146 - - 8

Pastel Health 4.1 8.9 - 125 - 125 - - -

Erin Solar 4.3 50.0 100 100 7 107 - - 7

Koru Kids 2.3 4.6 274 968 (879) 89 694 374 (559)

Formicor Pharmaceuticals 24.0 50.0 - 77 - 77 - - -

uMedeor (T/A uMed) 6.2 21.4 63 725 (655) 70 603 581 (633)

Arecor Therapeutics PLC** 0.5 1.2 53 146 (83) 63 93 103 (93)

Neurofenix 5.3 14.8 94 646 (608) 38 552 172 (228)

Mirada Medical Group 7.8 15.0 1 1,488 (1,486) 2 1,487 208 (207)

Cisiv 12.7 23.4 64 863 (862) 1 799 317 (380)

NuvoAir Holdings 3.8 12.5 679 2,015 (2,015) - 1,271 1,278 (2,022)

Regulatory Genome Development 1.6 5.1 - 126 (126)

- 126 - -

Total fixed asset investments 98,324 163,778 40,039 203,817 51,649 84,709 10,652

*As adjusted for additions (including merger acquisitions) and disposals during the year

** Quoted equity

*** Black Swan Data Limited was written off during the year.

The comparative cost and valuations for 31 March 2024 do not agree to the Annual Report and Financial

Statements for the year ended 31 March 2024 as the above list excludes brought forward investments that were

fully disposed of in the year.

Albion Enterprise VCT PLC 30

Portfolio of investments

The following is a summary of fixed asset realisations or write-offs for the year ended 31 March 2025:

Fixed asset investment realisations

Cost

£’000

Opening

carrying

value

£’000

Disposal

proceeds

£’000

Total

realised

gain/(loss)

on cost

£’000

Gain/(loss)

on opening

value

£’000

Disposals:

Egress Software Technologies 3,365 20,795 25,660 22,295 4,865

Quantexa 360 3,634 4,706 4,346 1,072

Black Swan Data 2,249 21 - (2,249) (21)

Loan stock conversions, repayments and other:

Mondra Global (loan stock conversion) 817 819 832 15 13

Convertr Media (loan stock conversion) 409 718 752 343 34

Alto Prodotto Wind 110 157 157 47 -

Greenenerco 93 132 132 39 -

Chonais River Hydro 8 8 8 - -

Escrow adjustments and other* - - 25 25 25

Total fixed asset realisations 7,411 26,284 32,272 24,861 5,988

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

purchase or disposal of an investment

Gains on investments during the year £’000

Total unrealised change in value of investments for the year 10,652

Movement in loan stock accrued interest 83

Unrealised gains on fixed asset investments 10,735

Realised losses on fixed asset investments 5,988

Total gains on investments as per Income statement 16,723

31Albion Enterprise VCT PLC

Healthcare (including digital healthcare)

Renewable energy

Software & other technology

FinTech

Other (including education)

Deeptech

Albion Enterprise VCT PLC 32

PORTFOLIO COMPANIES

STRATEGIC

Audited results for the year ended:

31 March

2024

31 March

2023

£’000 £’000

Turnover 76,052 57,858

LBITDA (54,411) (54,418)

Loss before tax (55,915) (54,211)

Net assets 63,943 35,725

Investment information £’000

Income recognised in the year -

Total cost 29,563

Valuation 54,065

Voting rights 3.7%

Voting rights held by all Albion managed funds 11.6%

Basis of valuation Cost and price of recent

investment (calibrated and

reviewed for impairment)

www.quantexa.com

Quantexa uses the latest advancements in AI in its Decision Intelligence platform,

which unifies siloed data to solve challenges across data management, customer

intelligence, KYC, financial crime, risk, fraud, and security. Its customers include enterprises

and government agencies across multiple markets.

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

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

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

protection throughout Europe. Its first product for chronic drooling was launched in 2017.

It has a pipeline of drugs focused on neurology, immunology and cardiovascular that it

expects to reach the market over the next three years.

Filleted* audited results for the year ended:

31 July 2024 31 July 2023

£’000 £’000

Net assets/

(liabilities) 4,140 (3,019)

Investment information £’000

Income recognised in the year -

Total cost 12,966

Valuation 17,741

Voting rights 21.4%

Voting rights held by all Albion managed funds 49.9%

Basis of valuation Revenue multiple

www.proveca.com

33Albion Enterprise VCT PLC

www.oviva.com

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

sells digital and technology-led services solutions for conditions such as diabetes and

obesity. It consistently demonstrates best-in-class outcomes helping its clients save costs

and improve patient well-being. It is active in the UK, Germany, France and Switzerland.

Convertr Media is a customer acquisition platform which tracks advertising leads

all the way to sale. It improves lead quality, accelerates sales and measures exact ROI all in

real-time.

Gravitee.io operates an Application Programming Interface (“API”) management

platform that enables enterprises to manage their APIs through their lifecycle from design,

to publishing, to controlling access and security.

Audited results for the year ended:

31 December

2023

31 December

2022

£’000 £’000

Turnover 26,018 14,123

LBITDA (17,921) (14,124)

Loss before tax (20,965) (25,409)

Net assets 23,648 43,084

Investment information £’000

Income recognised in the year -

Total cost 7,920

Valuation 10,969

Voting rights 6.4%

Voting rights held by all Albion managed funds 13.7%

Basis of valuation Cost and price of recent investment

(calibrated and reviewed for impairment)

Audited results for the year ended:

31 December

2023

31 December

2022

£’000 £’000

Turnover 6,653 3,290

LBITDA (11,957) (12,740)

Loss before tax (12,029) (12,807)

Net assets 8,469 6,522

Investment information £’000

Income recognised in the year -

Total cost 4,552

Valuation 8,827

Voting rights 7.6%

Voting rights held by all Albion managed funds 23.8%

Basis of valuation Revenue multiple

Filleted* audited results for the year ended:

30 April

2024

30 April

2023

£’000 £’000

Net liabilities (7,874) (6,192)

Investment information £’000

Income recognised in the year -

Total cost 4,027

Valuation 7,456

Voting rights 17.0%

Voting rights held by all Albion managed funds 36.5%

Basis of valuation Revenue multiple

www.gravitee.io

www.convertr.io

Albion Enterprise VCT PLC 34

Portfolio companies

www.healios.org.uk

Healios is an online platform delivering family centric psychological care primarily

to children and adolescents. The Company provides assessment, treatment and early

intervention for a variety of mental health conditions.

Audited results for the year ended:

31 December

2023

31 December

2022

(restated)

£’000 £’000

Turnover 21,624 17,936

LBITDA (11,882) (9,479)

Loss before tax (13,319) (8,379)

Net assets/

(liabilities) 1,041 (4,385)

Investment information £’000

Income recognised in the year -

Total cost 5,687

Valuation 6,049

Voting rights 14.7%

Voting rights held by all Albion managed funds 35.4%

Basis of valuation Cost and price of recent

investment (calibrated and

reviewed for impairment)

www.radnorhouse.org

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

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

focusing on fertility and IVF treatment but uniquely also covering all aspects of a woman’s

gynaecological health.

Radnor House School (TopCo) operates a co-educational independent

school near Sevenoaks, Kent. The school is growing with over 500 children on the roll and

further capacity to expand. Significant further investment has been made into the school’s

facilities to enable it to deliver a personalised education experience to each student. The

curriculum and co-curricular activities are designed to give each child a wide range of

academic and other skills in a supportive and nurturing environment.

Audited results for the year ended:

31 December

2023

31 December

2022

£’000 £’000

Turnover 14,519 12,163

EBITDA 2,017 1,919

Profit before tax 929 647

Net liabilities (1,679) (1,478)

Investment information £’000

Income recognised in the year 389

Total cost 4,463

Valuation 6,490

Voting rights 11.9%

Voting rights held by all Albion managed funds 33.0%

Basis of valuation Earnings multiple

Audited results for the year ended:

31 August

2024

31 August

2023

£’000 £’000

Turnover 11,645 10,639

EBITDA 1,766 1,835

Profit before tax 42 276

Net assets 18,357 18,204

Investment information £’000

Income recognised in the year 220

Total cost 4,588

Valuation 6,030

Voting rights 17.9%

Voting rights held by all Albion managed funds 48.3%

Basis of valuation Earnings multiple – supported by

third party valuation

www.evewell.com

35Albion Enterprise VCT PLC

Portfolio companies

*Companies which meet certain size criteria are eligible to file

what are referred to as filleted results which are extracted from

the company’s audited financial statements. Filleted financial

statements contain substantially less financial information and

we are only able to report net assets/(liabilities).

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

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

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

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

and direct integrations with over a thousand brands and retailers on the supply side.

Panaseer has developed a software platform which integrates and captures data

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

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

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

Audited results for the year ended:

30 June

2024

30 June

2023

£’000 £’000

Turnover 9,999 10,094

LBITDA (7,206) (7,607)

Loss before tax (8,883) (8,542)

Net assets/(liabilities) 4,600 (4,744)

Investment information £’000

Income recognised in the year -

Total cost 5,094

Valuation 4,444

Voting rights 7.1%

Voting rights held by all Albion managed funds 14.9%

Basis of valuation Revenue multiple

Audited results for the year ended:

31 December

2023

31 December

2022

£’000 £’000

Turnover 28,829 33,762

LBITDA (11,105) (8,841)

Loss before tax (11,225) (9,054)

Net assets 9,486 9,967

Investment information £’000

Income recognised in the year -

Total cost 4,017

Valuation 4,432

Voting rights 5.2%

Voting rights held by all Albion managed funds 17.9%

Basis of valuation Cost and price of recent

investment (calibrated and

reviewed for impairment)

www.panaseer.com

www.runa.io

Albion Enterprise VCT PLC 36

Portfolio companies

Governance

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

THE BOARD OF DIRECTORS

The Board provides a wide range of relevant experience and skills. Each member

of the Board has demonstrated sufficient time capacity to meet the commitments

required in preparing for, attending and participating in periodic Board meetings and

for all the activities that take place between formal Board meetings as an important

part of the process of oversight and constructive challenge from an independent

board of an investment company. The Board works closely together and reviews

succession and allocation of responsibilities on a regular basis.

Ben Larkin

Chair, Independent

Non-Executive Director,

LLB

Appointed

19 December 2024

Christopher Burrows

Independent Non-

Executive Director, MA

Appointed

27 June 2018

Key relevant skills:

• Leadership skills

• Business reorganisation skills

• Corporate governance

Ben is a partner at an international law firm, Jones

Day. He heads up the business reorganisation practice

across Europe. He has spent the majority of his career

advising public and private boards on aspects of

corporate governance and has particular expertise

in the infrastructure and real estate sectors. Recent

mandates include Openfiber (the Italian nationwide

fiber network), Southern Water and HES. Prior to

joining Jones Day, he led the business recovery and

reconstruction division of Berwin Leighton Paisner LLP

for 14 years.

Key relevant skills:

• Extensive strategy experience in healthcare

• Leadership consulting

• Organisation strategy

Christopher gained 35 years experience in

international leadership consulting, executive

search and assessment. Having graduated in

Anthropology from the University of Cambridge,

he started his consulting career with Whitehead

Mann and subsequently became the youngest

partner at Goddard Kay Rogers. He retired from

Russell Reynolds Associates in 2018, having been

a managing director for the last 13 years of his

executive career there. His principal focus was

advising clients & investors on board appointments

and organisation strategy across biotechnology,

MedTech, diagnostics, healthcare services,

pharmaceuticals and digital technologies.

38 Albion Enterprise VCT PLC

GOVERNANCE

The Board of Directors

Philippa Latham

Independent Non-

Executive Director, MA,

MBA, ACIS

Appointed

1 September 2021

Rhodri Whitlock

Chairman of the Audit

and Risk Committee,

Independent Non-

Executive Director

Appointed

19 January 2021

Lord O’Shaughnessy

Independent Non-

Executive Director, MA

(Oxon)

Appointed

19 December 2024

Key relevant skills:

• Corporate financier

• Corporate analyst

• Audit & Risk Committee experience

After graduating in Economics at Cambridge, Philippa

started her career in corporate finance in the City and

has experience in industry as a financial analyst, FCMA

accountant and as a quoted company secretary. She

was a non-executive director from 2005 to 2015 at

James Latham PLC, an AIM listed company, where she

served as the chair of the Audit Committee for seven

years. She currently holds four non-executive director

roles, one of which is Lucy Group Limited where she is

chair of the Audit Committee.

Key relevant skills:

• Chartered accountant

• Corporate governance

• Financial Reporting

• Valuations

• Experienced listed and private company auditor

• Member of the ICAEW’s Audit and Assurance

Faculty Board

• Member of ICAS’ Corporate & Financial

Reporting Panel

• Former member of the AIC VCT Technical

Subcommittee

Rhodri is a chartered accountant and has over 25 years’

experience as a partner providing a range of assurance

services and advice to listed and private companies.

During that time Rhodri worked closely with the non-

executive boards of a significant number of investment

and infrastructure funds and also gained considerable

experience of high growth businesses and sectors

including MedTech, FinTech, software as a service,

healthcare and e-commerce. Rhodri served on the AIC’s

VCT technical sub-committee for approximately 7 years.

More recently, Rhodri worked with the independent

regulator, the Financial Reporting Council and now runs

his own consultancy business, HPL Associates Limited

and AQRA Limited. He is also a member of the ICAEW’s

Audit and Assurance Board. Outside of his professional

work, Rhodri is a guest lecturer at the University of

Portsmouth, supporting the academic team with

undergraduate and postgraduate programmes.

Key relevant skills:

• Extensive background in life-sciences and

healthcare

• Previous Director of Policy at 10 Downing Street

• Organisation strategy

Lord O’Shaughnessy has operated at the highest levels

across UK Government, including as a Parliamentary

Under Secretary in the Department for Health & Social

Care with key policy responsibilities including life

sciences; medicines pricing and regulation; preparing

the health and social care sectors for Brexit; and, data,

digital and technology, including cyber security. He

was created a life peer in 2015 taking the title Baron

O’Shaughnessy, of Maidenhead in the Royal County of

Berkshire, and previously served as Director of Policy

in No.10 Downing Street. He is a senior partner at

Newmarket Strategy, a healthcare and life sciences

consultancy, and a Trustee at Health Data Research UK.

All Directors are members of the Audit and Risk

Committee and Rhodri Whitlock is Chairman.

All Directors are members of the Nomination

Committee and Christopher Burrows is Chairman.

All Directors are members of the Remuneration

Committee and Philippa Latham is Chairman.

Christopher Burrows is the Senior Independent

Director.

39Albion Enterprise VCT PLC

Will Fraser-Allen, BA

(Hons), FCA, has been

managing partner since

2019 and chairs the

investment committee. He

is on the Board of the AIC

and sits on the Venture

Capital Committee of the

BVCA. He joined Albion

in 2001, became deputy

managing partner in

2009. He qualified as a

chartered accountant and

has a BA in History from

Southampton University.

Patrick Reeve, MA,

FCA, was formerly the

managing partner of

Albion Capital and

became chairman in

2019. He was formerly

a director of Albion

Technology and General

VCT, Albion Enterprise

VCT and Albion

Development VCT. He

joined Close Brothers

Group PLC in 1989 before

establishing Albion

Capital in 1996. Patrick

qualified as a chartered

accountant and has an

MA in Modern Languages

from Oxford University.

He is Chair of Albion’s

Valuation Committee

and its Risk Management

Committee.

Dr. Andrew Elder, MA,

FRCS, practised as a

neurosurgeon before

starting his career in

investment. He heads up

the healthcare investment

team and became deputy

managing partner in

2019. He joined Albion

in 2005 and became a

partner in 2009. He has

an MA plus Bachelor of

Medicine and Surgery

from Cambridge

University. He is a Fellow

of the Royal College of

Surgeons (England).

Vikash Hansrani, BA

(Hons), FCA, is a partner

and oversees the finance

and administration of

all funds under Albion’s

management. He is

a member of Albion’s

Valuation Committee

and its Risk Management

Committee. He qualified

as a chartered accountant

with RSM, before joining

Albion in 2010. He has

a BA in Accountancy &

Finance from Nottingham

Business School.

Albion Capital Group LLP, is authorised and regulated by the

Financial Conduct Authority and is the Manager of Albion

Enterprise VCT PLC. Established in 1996, Albion Capital is an

independent investment management firm providing investors

with access to entrepreneurs who build enduring businesses.

The following are specifically responsible for the management

and administration of the Venture Capital Trusts managed

by Albion Capital Group LLP:

THE MANAGER

GOVERNANCE

40 Albion Enterprise VCT PLC

Valerie Aelbrecht, MSc,

MSc, is an investment

manager and joined

Albion in 2022. She was

at Cherry Ventures after

being a founder and

operator for 8 years in

the FoodTech space. She

holds an MSc in Applied

Economics from the

University of Antwerp and

an MSc in International

Business Management

& Entrepreneurship from

Kingston University.

Dr. Leigh Brody, PhD,

joined as Investment

Manager in 2021 and

focuses on transformative

technologies

and therapeutics

opportunities emerging

from UCL. She has over a

decade of experience as

a startup founder, gained

her PhD in Biochemistry

from Imperial College

London, and also holds a

BSc in Biochemistry from

Simmons University.

Adam Chirkowski,

MA (Hons), focuses on

B2B and ClimateTech

investments and became

partner in 2024. Prior to

joining Albion in 2013, he

spent five years working

in corporate finance at

Rothschild. He holds

a first-class degree in

Industrial Economics and

a Masters in Corporate

Strategy and Governance

from Nottingham

University.

Dr. Molly Gilmartin,

BA, is an investment

director and joined in

2022 from McKinsey &

Company. Before that, she

was Chief Commercial

Officer of Induction

Healthcare Group which

completed an IPO on

AIM in 2019. Before

this, she was a founding

team member of start-

up Pando, and an NHS

Clinical Entrepreneur as a

medical doctor.

David Grimm, MSc, is

a partner focusing on

DeepTech investments.

He joined Albion in

2016 as investment

manager and was made

partner in 2023. David

has spent 10 years

investing in early-stage

technology-differentiated

opportunities, including

4 years at Spark Ventures

prior to joining Albion. He

holds an MSc in Natural

Sciences.

Ed Lascelles, BA (Hons),

heads up the technology

investment team. He

joined in 2004 having

started his career advising

public companies and

became a partner in

2009. He holds a first-

class honours degree in

Philosophy from UCL.

Paul Lehair, MSc, MA,

joined Albion in 2019 and

became partner in 2024.

Prior to Albion, he spent

five years at Citymapper.

He also worked at

Viagogo and in M&A

at Citigroup. He holds

a dual Masters’ degree

in European Political

Economy from the LSE

and Political Science and

Sciences Po Paris.

Catriona McDonald,

BA (Hons), specialises

in technology investing.

She joined in 2018 and

became partner in 2024.

Prior to Albion, she came

from Goldman Sachs

where she worked on

IPOs, M&A and leveraged

buyouts in New York and

London. She graduated

from Harvard University,

majoring in Economics.

The Manager

41Albion Enterprise VCT PLC

Kibriya Rahman, MMath,

is an investment manager

and joined Albion in

2022. He was previously

at Funding Circle and

Formula 1. Before this, he

worked at OC&C Strategy

Consultants. Kibriya

graduated from Oxford

University with an MMath

degree.

Jane Reddin, BA (Hons),

heads up the platform

team. She joined Albion

in 2020 and became

partner in 2022. Prior

to Albion, she spent six

years as Talent Advisor

at Balderton Capital

and then co-founded

The Talent Stack. She

graduated from Durham

University with a BA in

French and German.

Dr. Christoph Ruedig,

MBA, is a partner focusing

on digital health. He

originally practiced

radiology and was

responsible for M&A in

healthcare at GE and

venture capital with 3i.

He joined Albion in 2011

and became a partner in

2014. He holds a degree

in medicine from Ludwig-

Maximilians University

and an MBA from

INSEAD.

Nadine Torbey, MSc,

BEng, became a partner

in 2024 and joined Albion

in 2018 from Berytech

Fund Management.

She holds a BSc in

Electrical and Computer

Engineering from the

American University of

Beirut and an MSc in

Innovation Management

and Entrepreneurship

from Brown University.

Robert Whitby-Smith, BA

(Hons), FCA, is a partner

focusing on software

investing. His background

was in corporate finance

at KPMG, CSFB, and

ING Barings, after

qualifying as a chartered

accountant. He joined

Albion in 2005 and

became a partner in

2009. He graduated from

Reading University with a

BA in History.

Jay Wilson, MBA, MMath,

is a partner focusing on

FinTech. He joined in

2019 from Bain & Co,

where he had been a

consultant since 2016,

and became partner

in 2023. Prior to this

he graduated from the

London Business School

with an MBA having spent

eight years as a broker at

ICAP Securities.

Dr. Marco Yu, PhD,

MRICS, heads up the

renewables team and

became partner in 2023.

Prior to joining Albion in

2007, he qualified as a

Chartered Surveyor with

Bouygues and advised

on large capital projects

with EC Harris. He has a

degree in economics from

University of Cambridge

and a PhD in construction

economics from UCL.

42 Albion Enterprise VCT PLC

The Manager

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

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

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

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

investors with broader objectives of society:

ENVIRONMENTAL, SOCIAL AND

GOVERNANCE (“ESG”) REPORT

Principle 1: to incorporate ESG issues

into investment analysis and decision-

making processes.

Principle 5: to work together to enhance

our effectiveness in implementing the

Principles.

Principle 2: to be active owners and

incorporate ESG issues into our

ownership policies and practices.

Principle 6: to report on our activities

and progress towards implementing the

Principles.

Principle 3: to seek appropriate

disclosure on ESG issues by the entities

in which we invest.

Principle 4: to promote acceptance and

implementation of the Principles within

the investment industry.

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

sees sustainable and responsible investment as an integral part

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

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

conducted as part of regular Board oversight.

GOVERNANCE

43Albion Enterprise VCT PLC

The Board and Albion have been conscious in making

a commitment to responsible investment in Albion’s

internal and external processes to ensure alignment

with our fundamental commitment to pursuing long-

term financial returns for our clients. Today we provide

finance for promising companies across technology,

healthcare and renewable energy. Through this, Albion

is directly involved in the oversight and governance

of these investments, including ensuring standards

of reporting and visibility on business practices, all of

which are reported to the Board.

One of the most important drivers of performance is

the quality of the investment portfolio, which goes

beyond the individual valuations and examines the

prospects of each portfolio company and their sectors –

all of which requires a long-term view.

Given the nature of venture capital investment,

Albion is more intimately involved in the affairs of

portfolio companies than typical funds invested in

listed securities. As such, Albion can influence good

governance and behaviour in portfolio companies,

many of which are relatively small without the support

of a larger company’s administration and advisory

infrastructure.

The Company adheres to the principles of the AIC Code

of Corporate Governance and is also aware of other

governance and corporate conduct guidance which it

meets as far as practical. This includes the constitution

of a diversified and independent Board capable of

providing constructive challenge.

ESG considerations are an integrated part of Albion’s

full investment process, designed to create value

for investors and support portfolio companies

in developing sustainable long-term strategies

for portfolio companies. This is reflected in the

transparency of reporting, governance principles

adopted by the Company and the portfolio companies.

Albion integrates ESG across all aspects of the

investment process:

* The ESG BSC is an internal tool used to determine a company’s sustainability risks and opportunities, and track progress over time.

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

STAGE 1

Screening

STAGE 2

Due diligence

STAGE 1

Screening

STAGE 2

Due diligence

STAGE 3

Stewardship

STAGE 4

Follow ons

STAGE 5

Exit

• Check company

activity against

internal exclusion list

• Gender tags for all

new investment

opportunities

• ESG Due Diligence

Questionnaire

completed pre-

investment

• ESG summary added

to Investment

committee paper

and reviewed

at Investment

committee

• ESG terms included

in Shareholders

Agreement template

• Leverage portfolio

company board

and platform team

to implement ESG

initiatives

• Annual mapping

of company ESG

developments via

ESG Balance Score

Card (“BSC”) and

identify priorities for

year ahead

• Provide and track

ESG support via

Platform team

• 5 ESG hygiene

metrics per company

• Reassess ESG risks

and opportunities

during each round of

funding

• Use new funding

round to check for

improvements

• Support the

company in

demonstrating to

potential investors

how ESG risks have

been mitigated

and opportunities

realised

• To the extent

possible, ensure that

good ESG practices

remain in place

following exit

44 Albion Enterprise VCT PLC

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

detrimental areas. ESG due diligence is performed on each potential

portfolio company to identify any sustainability risks, which are ranked from

low to high and are reported to the relevant investment committee. Where

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

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

consider the appropriate level and structure of funding to balance the

associated risks. If this is not possible, investment committee approval will

not be provided, and the investment will not proceed.

Albion’s investment deal documents include a sustainability clause that

reinforces an individual portfolio company’s commitment to driving

principles of ESG as it scales.

An ESG clause is integrated into the template of the shareholders

agreement for all new investments, which outlines the portfolio company’s

commitment to combine economic success with ecological and social

success.

All new and existing portfolio companies are asked to report against an ESG

BSC annually. It contains sustainability factors (such as whether or not the

portfolio company has policies or strategies relating to the environment,

carbon emissions or achieving net zero) against which a portfolio company

is assessed and scored in order to determine the potential sustainability risks

and opportunities arising from the investment. The ESG BSC results form

part of Albion’s internal risk review meetings and any outstanding issues are

addressed in collaboration with the portfolio companies with key priority

improvement areas identified for the year ahead.

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

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

sustaining ESG management system during our period of ownership,

wherever feasible.

PRE-INVESTMENT STAGE

INVESTMENT STAGE

EXIT STAGE

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

45Albion Enterprise VCT PLC

Below is an overview of Albion’s ESG activity during the reporting period:

ENVIRONMENTAL

• Greenly platform has been

deployed to calculate our

emissions for the second year

• Albion’s supplier data is now

captured for more accurate

reporting

• Ongoing work to build a

sustainability framework

SOCIAL

• Fair HQ D&I score increased

to achieve a score of 7/10

• Two ongoing, high impact

social initiatives:

1. Albion’s Social Outreach

team has directly

supported 40 young people

from underprivileged

backgrounds

2. Radia Accelerator

programme returned for the

second year to support 14

women entrepreneurs

GOVERNANCE

• 2 women joined the Albion

Partnership

• Strong UN PRI score with

4 out of 5 stars for all core

modules

Signatories

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

to incorporate ESG into investment practice.

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

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

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

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

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

The Manager’s ESG initiatives

Albion is guided by the following ESG principles:

Build sustainably: Recognising that the most

successful businesses are those that prioritise

sustainability, we are committed to driving change and

constantly evolving our practices.

Invest responsibly: ESG considerations are entrenched

in our investment process and internal operations to

create lasting value for all stakeholders.

Contribute positively: We’re always motivated to do

better through involvement with external initiatives

devoted to driving new industry standards and societal

outcomes.

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

46 Albion Enterprise VCT PLC

DIRECTORS’ REPORT

47Albion Enterprise VCT PLC

GOVERNANCE

pari passu for voting rights and each ordinary share is

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

restrictions on the transfer of shares or on voting rights.

Shareholders are entitled to receive dividends and

the return of capital on winding up or other return

of capital based on the surpluses attributable to the

shares.

Issue and buy-back of ordinary shares

During the year the Company issued a total of

132,745,981 ordinary shares (2024: 13,007,087

ordinary shares) of which 112,097,051 shares (2024:

nil) were issued as part of the merger with Albion

Development VCT PLC, 17,182,147 ordinary shares

(2024: 11,765,203 ordinary shares) were issued under

the terms of the Albion VCTs Prospectus Top Up Offers,

and 3,466,783 ordinary shares (2024: 826,009 ordinary

shares) under the Company’s Dividend Reinvestment

Scheme (details of which can be found on www.

albion.capital/vct-funds/AAEV under the Dividend

Reinvestment Scheme section).

Your Board, in conjunction with the boards of the other

VCTs managed by Albion Capital Group LLP, published

a Prospectus Top Up Offer of new ordinary shares on

12 November 2024. The Offer launched to applications

on 6 January 2025 and closed on 27 February 2025

having been fully subscribed. The amount raised by the

Company was £20 million. Further details can be found

in note 17.

The Company operates a policy of buying back shares

either for cancellation or for holding in treasury. The

reasons the Company makes market purchases of its

own shares is to enhance liquidity of the Company’s

shares and to seek to manage the level and volatility

of the discount of Net Asset Value at which the

Company’s shares may trade. During the year, the

Company purchased 3,341,893 ordinary shares for a

total of £3,701,000 for cancellation and 1,572,785 for

a total of £1,966,000 to be held in treasury.

At the AGM held in September 2024 shareholders

authorised the Company to purchase in the market

up to 19,308,128 shares or, if lower, such number of

ordinary shares representing 14.99% of the issued

ordinary share capital of the Company as at the date of

The Directors submit their Annual Report and the

audited Financial Statements on the affairs of the

Company for the year ended 31 March 2025. The

Statement of corporate governance on pages 56 to 64

forms a part of the Directors’ report.

BUSINESS REVIEW

Principal activity and status

The principal activity of the Company is that of a

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

Revenue & Customs (“HMRC”) as a Venture Capital

Trust in accordance with the Income Tax Act 2007

and, in the opinion of the Directors, the Company has

conducted its affairs so as to enable it to continue to

obtain such approval. In order to maintain its status

under Venture Capital Trust legislation, a VCT must

comply on a continuing basis with the provisions

of Section 274 of the Income Tax Act 2007 and

further details of this can be found on page 49 of this

Directors’ report.

The Company is not a close company for taxation

purposes and its shares are listed on the official list of

the London Stock Exchange.

Under current tax legislation, shares in the Company

provide tax-free capital growth and income distribution,

in addition to the income and capital gains tax relief

some investors would have obtained when they

invested in the share offers.

Capital structure

Details of the issued share capital, together with details

of the movements in the Company’s issued share

capital during the year are shown in note 17.

Ordinary shares represent 100% of the total share

capital and voting rights. The ordinary shares are

designed for individuals who are seeking, over the long

term, investment exposure to a diversified portfolio of

unquoted investments. The investments are spread

over a number of sectors, to produce a regular and

predictable source of income, combined with the

prospect of longer term capital growth.

All ordinary shares (except for treasury shares, which

have no right to dividend and no voting rights) rank

48 Albion Enterprise VCT PLC

considered the company’s liquidity and solvency. At

the year end and at the date of issuing this report, the

VCT has significant liquid resources, the majority of

which are represented by accessible bank balances.

The major cash outflows of the Company (namely

investments, share buy-backs and dividends) are

within the Company’s control. Cash flow forecasts

are discussed quarterly at Board level with regards to

the going concern. The cash flow forecasts have been

updated and stress tested, which included assessing

the resilience of portfolio companies, incorporating the

requirement for any future financial support, including

proceeds from investment disposals only when there

is a high probability of completion, and evaluating

the impact of high inflation within the Company.

The Company’s policies for managing its capital and

financial risks are shown in note 19 and include the

Board’s assessment of areas including liquidity risk,

credit risk and price risk. The Company’s business

activities, together with details of its performance are

shown in the Strategic report and this Directors’ report.

Furthermore, the VCT has a well diversified portfolio of

investments in terms of sector and stage of investment.

Based on this evaluation, the Directors have a reasonable

expectation that the VCT has adequate resources and

will be in compliance with key laws and regulations to

remain in operational existence for a period of at least

twelve months from the date of approval of the financial

statements. Consequently, the Directors consider it is

appropriate to continue to use the going concern basis in

preparing these financial statements.

Post balance sheet events

Details of events that have occurred since 31 March

2025 are shown in note 21.

Principal risks and uncertainties

A summary of the principal risks faced by the Company

is set out on pages 22 to 26 of the Strategic report.

the AGM which equated to 19,370,562. As at 31 March

2025, this remained effective in respect of 15,514,732

shares; the authority will lapse at the conclusion of

the Annual General Meeting of the Company on 10

September 2025. Details regarding the current buy-

back policy can be found in the Chairman’s statement

on page 13 and details on share buy-backs during the

year can be found in note 17.

Substantial interests and shareholder profile

As at 31 March 2025 and at the date of this report, the

Company was not aware of any shareholder who had

a beneficial interest exceeding 3% of the voting rights.

There have been no disclosures in accordance with

Disclosure Guidance and Transparency Rule 5 made to

the Company during the year ended 31 March 2025,

and to the date of this report.

Results and dividends

Detailed information on the results and dividends for

the year ended 31 March 2025 can be found in the

Strategic report on pages 15 and 16.

Future developments of the business

Details on the future developments of the Company

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

and Strategic report on pages 16 and 17.

Going concern

In accordance with the Guidance on the Going Concern

Basis of Accounting and related Reporting (including

Solvency and Liquidity Risks) issued by the Financial

Reporting Council (“FRC”) in February 2025, the Board

has assessed the Company’s ability to continue to

operate as a going concern.

When making their assessment, the Board had regard

to the operational, economic and regulatory risks

as set out on pages 22 to 26 of the Strategic Report

and the company’s ability to navigate those risks

over the next twelve months. Furthermore the Board

49Albion Enterprise VCT PLC

VCT regulation

The investment policy is designed to ensure that the Company continues to qualify and is approved as a VCT by

HMRC. In order to maintain its status under Venture Capital Trust legislation, a VCT must comply on a continuing

basis with the provisions of Section 274 of the Income Tax Act 2007 as follows:

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

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

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

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

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

2011 are excluded from this requirement;

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

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

at the time of investment, or addition to an investment, the Company’s holdings in any one company

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

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

securities;

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

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

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

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

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

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

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

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

another company; and

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

Section 274 of the Income Tax Act 2007.

Directors’ report

These tests drive a spread of investment risk through

preventing holdings of more than 15% by HMRC value

in any portfolio company. The tests have been carried

out and independently reviewed for the year ended 31

March 2025. The Company has complied with all tests

and continues to do so.

‘Qualifying holdings’ include shares or securities

(including unsecured loans with a five year or greater

maturity period) in companies which have a permanent

establishment in the UK and operate a ‘qualifying trade’

wholly or mainly in the UK. The investment must bear a

sufficient level of risk to meet a risk-to-capital condition.

Eligible shares must comprise at least 10% by HMRC

value of the total of the shares and securities that the

Company holds in any one portfolio company. ‘Qualifying

trade’ excludes, amongst other sectors, dealing in

property or shares and securities, insurance, banking and

agriculture. Details of the sectors in which the Company

is invested can be found in the pie chart on page 14.

A ‘knowledge intensive’ company is one which is

carrying out significant amounts of R&D from which

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

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

certain higher educational attainments.

Portfolio company gross assets must not exceed £15

million immediately prior to the investment and £16

million immediately thereafter.

As at 31 March 2025, the HMRC value of the Company’s

qualifying investments (which includes a 12 month

disregard for disposals) was 100.00% (2024: 93.08%).

The Board continues to monitor this and all the VCT

qualification requirements very carefully in order to

ensure that all requirements are met and that qualifying

investments comfortably exceed the current minimum

threshold of 80% required for the Company to continue

to benefit from VCT tax status. The Board and Manager

are confident that the qualifying requirements can be

met during the course of the year ahead.

Environment

The management and administration of the

Company is undertaken by the Manager. Albion

Capital Group LLP recognises the importance of its

environmental responsibilities, monitors its impact

on the environment, and designs and implements

policies to reduce any damage that might be caused

by its activities. Initiatives designed to minimise

the Manager’s impact on the environment include

recycling, favouring digital over printing and reducing

energy consumption. Further details can be found in

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

report on pages 43 to 46.

Global greenhouse gas emissions

The Company qualifies as a low energy user with

regards to greenhouse gas emissions and therefore is

not required to report emissions from its operations,

nor does it have responsibility for any other emissions

producing sources under the Companies Act 2006

(Strategic Report and Directors’ Reports) Regulations

2013, including those within our underlying investment

portfolio. Therefore, the Company is outside of the

scope of Streamlined Energy Carbon Reporting.

Anti-bribery

The Company has a zero tolerance approach to bribery,

and will not tolerate bribery under any circumstances in

any transaction the Company is involved in.

The Manager reviews the anti-bribery policies and

procedures of all portfolio companies.

Anti-facilitation of tax evasion

The Company has a zero tolerance approach with

regards to the facilitation of criminal tax evasion and

has a robust risk assessment procedure in place to

Directors’ report

Number of

Board members

Percentage

of the Board

Senior Board

Position

Gender Identity

Men 4 80% 2

Women 1 20% -

Not specified/prefer not to say - - -

ensure compliance. The Board reviews this policy and

the prevention procedures in place for all associates on

a regular basis.

Diversity

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

to attract a range of backgrounds, skills and experience

and to ensure that appointments are made on the

grounds of merit against clear and objective criteria

and bear in mind gender and other diversity within the

Board. This policy also extends to the recruitment of new

Directors for the Audit & Risk Committee, Nomination

Committee and Remuneration Committee. The key

objective of this diversity policy is to ensure that the

Board and other committees, have representation from

women and minority ethnic backgrounds whilst ensuring

the best composition of skills.

The Board is required to disclose their compliance in

relation to the targets on board diversity set out under

paragraph 6.6.6R (9) of the UK Listing Rules (and

corresponding AIC guidance). These are as follows:

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

Directors are women;

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

of Directors is held by a woman; and

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

is from a minority ethnic background.

The Board of Directors self-reported their gender

identity and ethnic background, which offered each

of the categories noted in the table below, along with

the additional option to indicate an ‘other category’,

should they wish to do so. As there are no executive

management positions, this information has not been

included in the table below.

As at 31 March 2025, the breakdown of the gender identity and ethnic background of the five members of the

Board is as follows:

Number of

Board members

Percentage

of the Board

Senior Board

position

Ethnic Background

White British or other White (including minority-white

groups)

5 100% 2

Mixed/Multiple Ethnic Groups - - -

Asian/Asian British - - -

Black/African/Caribbean/Black British - - -

Other ethnic group, including Arab - - -

Not specified/prefer not to say - - -

The Board notes that they did not meet any of the

three targets (2024: none of the three targets). The

Company has not met the first target that at least

40% of the individuals on the Board of Directors are

women. Appointments made during the year were as

a result of the merger with Albion Development VCT

PLC and did not result in any additional women joining

the Board. The Company has not met the second

target that at least one of the senior positions on the

Board of Directors is held by a woman. This is because

the Company does not have the senior positions

of a chief executive or chief financial officer and

therefore due to the small size of the Board, changes

in board membership have a much greater impact on

representation. The Company also does not currently

have any Directors from a minority ethnic background.

On future succession and recruitment of members of

the Board, the gender diversity in senior positions, as

well as ethnic background will be considered.

More details on the Directors can be found in the Board

of Directors section on pages 38 and 39.

Packaged Retail and Insurance-based

Investment Products (“PRIIPs”)

Investors should be aware that the PRIIPs Regulation

requires the Manager, as PRIIP manufacturer, to

prepare a Key Information Document (“KID”) in respect

of the Company. This KID must be made available

by the Manager to retail investors prior to them

making any investment decision and is available on

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

The Company is not responsible for the information

required to be contained in the KID and investors

should note that the procedures for calculating the

risks, costs and potential returns are prescribed by the

law. The figures in the KID may not reflect the expected

returns for the Company and anticipated performance

returns cannot be guaranteed.

Directors’ report

Alternative Investment Fund Managers

Directive (“AIFMD”)

Under the Alternative Investment Fund Manager

Regulations 2013 (as amended) the Company is a UK

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

Depositary (UK) Limited provides depositary services

under the AIFMD.

Material changes to information required to be made

available to investors of the Company

The AIFMD outlines the required information which

has to be made available to investors prior to investing

in an AIF and directs that material changes to this

information be disclosed in the Annual Report of the

AIF. There were no material changes in the year.

Assets of the Company subject to special arrangements

arising from their illiquid nature

There are no assets of the Company which are subject

to special arrangements arising from their illiquid

nature.

Remuneration (unaudited)

The Manager has a remuneration policy which meets

the requirements of the AIFMD Remuneration Code

and associated Financial Conduct Authority guidance.

The remuneration disclosures for the AIFM’s most

recent reporting period are available on the Company’s

webpage on the Manager’s website.

Employees

The Company is managed by Albion Capital Group

LLP and hence has no employees. The Board consists

solely of independent non-executive Directors, who are

considered key management personnel.

Directors

The Directors who held office throughout the year, and

their interests in the shares of the Company (together

with those of their persons closely associated) are shown

in the Directors’ remuneration report on page 67.

Albion Enterprise VCT PLC

52 Albion Enterprise VCT PLC

Directors’ report

Annual General Meeting

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

will be held virtually at noon on 10 September 2025.

Information on how to participate in the live webcast

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

albion.capital/vct-funds/AAEV.

The AGM will include a presentation from the Manager,

the answering of questions relating to the business

being dealt with at the meeting received from

shareholders and the formal business of the AGM,

which includes voting on the resolutions proposed by

the Board. The Chairman will elect at the Meeting that

voting on the resolutions will take place by way of a

poll. Registration details for the webcast will be emailed

to shareholders and will be available at www.albion.

capital/vct-funds/AAEV prior to the AGM.

The Board welcomes questions from shareholders

relating to the business being dealt with at the AGM

and shareholders will be able to ask questions using

the Lumi platform during the AGM. Alternatively,

shareholders can email their questions to AAEVchair@

albion.capital prior to the Meeting. Questions asked

will be answered during the Meeting as far as possible.

Shareholders will be able to vote during the Meeting

using the Lumi platform. Shareholders are encouraged

to complete and return proxy cards in advance of the

AGM but those participating in the Meeting will be

able to cast their votes through the Lumi platform

once the Chairman declares the poll open.

The results of the poll held at the AGM will be

announced through a Regulatory Information Service

and will be published on the Company’s webpage

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

vct-funds/AAEV as soon as reasonably practicable

following the Meeting.

Directors’ indemnity

Each Director has entered into a Deed of Indemnity

with the Company which indemnifies each Director,

subject to the provisions of the Companies Act 2006

and the limitations set out in each deed, against

any liability arising out of any claim made against

themselves in relation to the performance of their

duties as a Director of the Company. A copy of each

Deed of Indemnity entered into by the Company with

each Director is available at the registered office of

the Company. The Company also has Directors’ &

Officers’ Liability Insurance in place. Further details

of this can be found in the Director’s remuneration

report on page 67.

Re-election and election of Directors

The AIC Code recommends that all Directors submit

themselves for re-election annually, therefore in

accordance with the AIC Code, Christopher Burrows,

Philippa Latham, and Rhodri Whitlock will offer

themselves for re-election. As Ben Larkin and James

O’Shaughnessy have been appointed since the last AGM,

they will be subject to election at the forthcoming AGM.

Advising ordinary retail investors

The Company currently conducts its affairs so

that its shares can be recommended by financial

intermediaries to ordinary retail investors in

accordance with the FCA’s rules in relation to non-

mainstream investment products and intends to

continue to do so for the foreseeable future. The

FCA’s restrictions which apply to non-mainstream

investment products do not apply to the Company’s

shares because they are shares in a Venture Capital

Trust which, for the purposes of the rules relating to

non-mainstream investment products, are excluded

securities and may be promoted to ordinary retail

investors without restriction.

Investment and co-investment

The Company co-invests with other Albion Capital

Group LLP managed funds. Allocation of investments

among Albion managed VCTs is on the basis of an

allocation agreement which is based, inter alia, on

the ratio of cash available for investment in each of

the entities and the HMRC VCT qualifying tests.

Auditor

The Audit and Risk Committee annually reviews and

evaluates the standard and quality of service provided

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

provision of these services. A resolution to reappoint

Johnston Carmichael LLP will be put to the AGM.

53Albion Enterprise VCT PLC

Annual General Meeting (continued)

Shareholders’ views are important, and the Board

encourages shareholders to vote on the resolutions.

You can cast your vote by using the proxy form

enclosed with this Annual Report or electronically

at www.eproxyappointment.com. The Board has

carefully considered the business to be approved at

the AGM and recommends shareholders to vote in

favour of all the resolutions being proposed.

Full details of the business to be conducted at the AGM

are given in the Notice of AGM on pages 101 to 104.

The ordinary business resolutions 1 to 9 includes

receiving and adopting the Company’s accounts, to

approve the Directors’ annual remuneration report, to

elect or re-elect Directors, and to reappoint Johnston

Carmichael LLP as auditor for the next year end and

to agree their remuneration.

Resolutions relating to the following items of special

business will be proposed at the forthcoming AGM

for which shareholder approval is required in order

to comply either with the Companies Act or the

Company’s articles of association. The authorities

relating to the allotment of shares, the disapplication

of pre-emption rights and the purchase of own shares

will replace the authorities given to the Directors

at the 2024 AGM and/or at the general meeting

of the Company held on 11 December 2024. The

authorities sought at the forthcoming AGM in relation

to these will expire 15 months from the date that

the resolution is passed or at the conclusion of the

next AGM of the Company, whichever is earlier. The

authority relating to the continued operation of the

Company’s dividend reinvestment scheme relates

to all dividends that may be declared on the Shares

within the period from the passing of the relevant

ordinary resolution and ending at the conclusion of

the fifth AGM of the Company to be held following the

date of the forthcoming AGM.

Authority to allot shares

Ordinary resolution number 10 will request the

authority to allot up to an aggregate nominal amount

of £515,693 representing approximately 20% of the

issued ordinary share capital of the Company as at

the date of this report.

During the financial year, ordinary shares were

allotted as described in note 17.

Authority to continue the dividend

reinvestment scheme and to allot shares under

that scheme

Ordinary resolution number 11 will request shareholder

authority to continue to apply the Company’s

dividend re-investment scheme on the current terms

and conditions of that scheme (as set out on the

Company’s webpage on www.albion.capital/vct-funds/

AAEV and apply such scheme to all dividends that may

be declared on the Shares within the period from the

passing of ordinary resolution number 11 and ending

at the conclusion of the fifth AGM of the Company to

be held following the date of the forthcoming AGM,

and pursuant to that scheme to allot ordinary shares

up to an aggregate nominal amount of £257,847

representing approximately 10% of the issued ordinary

share capital of the Company as at the date of the

Notice of AGM. This authority to allot is in addition to

the authority set out in ordinary resolution number 9.

The Board continues to believe that it is beneficial for

the Company to be able to satisfy the payment of

dividends by the issue to shareholders of new ordinary

shares and this resolution seeks authority from

shareholders to do so.

During the financial year, ordinary shares were

allotted under the dividend reinvestment scheme as

described in detail in note 17.

In relation to the authorities referred to above, the

Directors’ current intention is to allot shares under

any Albion VCTs Top Up Offers and the dividend

reinvestment scheme. The Company currently holds

18,185,333 ordinary shares in treasury (which

represents 7.1% of the total ordinary share capital in

issue as at the date of this report).

Disapplication of pre-emption rights

Special resolution number 12 will request the authority

for the Directors to allot equity securities for cash

without first being required to offer such securities to

existing members. This will include the sale on a non

pre-emptive basis of any shares the Company holds in

treasury for cash. The authority relates to a maximum

aggregate of £515,693 of the nominal value of the

share capital representing approximately 20% of the

issued ordinary share capital of the Company as at the

date of the Notice of AGM.

Directors’ report

54 Albion Enterprise VCT PLC

Disclosure of information to Auditor

In the case of the persons who are Directors of the

Company at the date of approval of this report:

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

is no relevant audit information of which the

Company’s Auditor is unaware; and

• each of the Directors has taken all the steps

that they ought to have taken as a Director to

make themselves aware of any relevant audit

information and to establish that the Company’s

Auditor is aware of that information.

This disclosure is given and should be interpreted in

accordance with the provisions of Section 418 of the

Companies Act 2006.

For and on behalf of the Board

Ben Larkin

Chairman

22 July 2025

Annual General Meeting (continued)

Purchase of own shares

Special resolution number 13 will request the authority

to purchase 14.99% of the Company’s issued ordinary

share capital at, or between, the minimum and

maximum prices specified in resolution 13. Ordinary

shares bought back under this authority may be

cancelled or held in treasury.

The Board believes that it is helpful for the Company

to continue to have the flexibility to buy its own

ordinary shares and this resolution seeks authority

from shareholders to do so. Details of share buy-backs

during the financial year can be found in note 17.

Recommendation

The Board believes that the passing of the resolutions

above is in the best interests of the Company

and its shareholders as a whole and unanimously

recommends that you vote in favour of these

resolutions, as the Directors intend to do in respect of

their own shareholdings.

Directors’ report

The Directors are responsible for preparing the Annual

Report and Financial Statements in accordance with

applicable law and regulations.

Company law requires the Directors to prepare

Financial Statements for each financial year. Under

that law the Directors have elected to prepare the

Company’s Financial Statements in accordance with

United Kingdom Generally Accepted Accounting

Practice (“UK GAAP”) (United Kingdom Accounting

Standards and applicable law). Under company law the

Directors must not approve the Financial Statements

unless they are satisfied that they give a true and fair

view of the state of affairs of the Company and of the

profit or loss for the Company for that period.

In preparing these Financial Statements, the Directors

are required to;

• select suitable accounting policies and then apply

them consistently;

• make judgements and accounting estimates that

are reasonable and prudent;

• state whether they have been prepared in

accordance with UK GAAP subject to any material

departures disclosed and explained in the Financial

Statements;

• prepare the Financial Statements on the going

concern basis unless it is inappropriate to presume

that the Company will continue in business: and

• prepare a Directors’ report, a Strategic report and

Directors’ remuneration report which comply with

the requirements of the Companies Act 2006.

The Directors are responsible for keeping adequate

accounting records that are sufficient to show and explain

the Company’s transactions and disclose with reasonable

accuracy at any time the financial position of the

Company and enable them to ensure that the Financial

Statements comply with the Companies Act 2006. They

are also responsible for safeguarding the assets of the

Company and hence for taking reasonable steps for the

prevention and detection of fraud and other irregularities.

The Directors are responsible for ensuring that the

Annual Report and Financial Statements, taken as

a whole are fair, balanced, and understandable and

provides the information necessary for shareholders to

assess the Company’s position, performance, business

model and strategy.

Website publication

The Directors are responsible for ensuring the Annual

Report and Financial Statements are made available

on a website. Financial Statements are published on

the Company’s webpage on the Manager’s website

(www.albion.capital/vct-funds/AAEV) in accordance

with legislation in the United Kingdom governing the

preparation and dissemination of Financial Statements,

which may vary from legislation in other jurisdictions.

The maintenance and integrity of the Manager’s

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

responsibility of the Manager.

The work carried out by the Auditor does not involve

consideration of the maintenance and integrity of

the website and, accordingly, the Auditor accepts no

responsibility for any changes that have occurred to the

Financial Statements since they were initially presented

on the website.

Directors’ responsibilities pursuant to Disclosure

Guidance and Transparency Rule 4 of the UK

Listing Authority

The Directors confirm to the best of their knowledge:

• The Financial Statements which have been

prepared in accordance with UK GAAP and give a

true and fair view of the assets, liabilities, financial

position and profit or loss of the Company;

• The Annual Report includes a fair review of the

development and performance of the business

and the financial position of the Company,

together with a description of the principal risks

and uncertainties that it faces; and

• The Annual Report and Financial Statements

taken as a whole is fair, balanced and

understandable and provides the information

necessary for shareholders to assess the

Company’s position and performance, business

model and strategy.

For and on behalf of the Board

Ben Larkin

Chairman

22 July 2025

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

55Albion Enterprise VCT PLC

GOVERNANCE

Background

The Financial Conduct Authority requires all companies

listed on a regulated market to disclose how they have

applied the principles and complied with the provisions

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

issued by the Financial Reporting Council (“FRC”) in

2018.

The Board has considered the Principles and Provisions

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

The AIC Code addresses the Principles and Provisions

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

Provisions on issues that are of specific relevance

to the Company and other investment companies.

Closed-ended investment companies have particular

factors which have an impact on their governance

arrangements, principally from four features:

outsourcing their day-to-day activities to external

service providers and being governed by boards of non-

executive directors; the importance of the Manager in

the outsourcing compared to a typical supplier; having

no executive directors or employees and consequently

no executive remuneration packages; and no customers

in the traditional sense, only shareholders.

The Board considers that reporting against the

Principles and Provisions of the AIC Code, which has

been endorsed by the FRC, provides more relevant

information to shareholders. The Company has applied

the Principles and complied with the Provisions of the

AIC Code, other than the AIC Corporate Governance

Code Provision 24. Non-compliance of this provision

is explained in the ‘Board of Directors’ section below,

however following the year end, the Directors have

agreed a policy for the tenure of the Chair, and now

comply with Provision 24 of the Code. A table providing

further explanations of how the Company has applied

the Principles of the AIC Code during the year is

available in the Corporate governance section of the

Company’s webpage on the Manager’s website, www.

albion.capital/vct-funds/AAEV.

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

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

Code adapts the Principles and Provisions set out in the

Code to make them relevant for investment companies.

Board of Directors

The Board consists solely of non-executive Directors.

Ben Larkin is the Chairman of the Board, Rhodri

Whitlock is the Chairman of the Audit and Risk

Committee, Christopher Burrows is Chairman of the

Nomination Committee and is the Senior Independent

Director and Philippa Latham is the Chairman of

the Remuneration Committee. All Directors are non-

executive and day-to-day management responsibilities

are sub-contracted to the Manager.

During the year ended 31 March 2025, the Board did

not have a policy of limiting the tenure of any Director,

including for that of the Chair. Following the year end,

and having regard to the AIC’s recommendation on

tenure, the Board have agreed to a policy of limiting

the tenure of Directors to nine years. The AIC Corporate

Governance Code Provision 24 supplementary guidance

states that a more flexible approach to Chair tenure will

help companies manage succession planning, whilst

at the same time still address the need for regular

refreshment and diversity. Therefore, after the year end

the Board agreed the policy on the tenure for the Chair

is to limit their time as Chair to nine years, with the

option to extend by a further two years in exceptional

circumstances where it is deemed beneficial for

the Company. This policy will help ensure sufficient

succession planning, maintaining sufficient corporate

memory and experience to the Board as required.

There are no Directors on the Board with a tenure

of over nine years. Following the merger with Albion

Development VCT PLC, the Board have decided to treat

their appointment date as their original appointment

date to Albion Development VCT PLC for the purposes

of calculating their tenure as a Director. Therefore,

Ben Larkin will reach his nine year tenure as a Director

in December 2025. The Board have concluded that

following the merger between Albion Enterprise VCT

PLC and Albion Development VCT PLC, the Company is

in a period of transition where continuity is important,

and the skills and experience Ben brings will be

invaluable and of benefit to shareholders, the Board

have considered these to be exceptional circumstances,

and therefore under its policy will extend his tenure by

56 Albion Enterprise VCT PLC

GOVERNANCE

STATEMENT OF CORPORATE GOVERNANCE

up to a further 2 years, subject to annual shareholder

elections/re-elections.

The AIC Code requires that all Directors submit

themselves for re-election annually, therefore in

accordance with the AIC Code, Christopher Burrows,

Philippa Latham, and Rhodri Whitlock will offer

themselves for re-election. As Ben Larkin and James

O’Shaughnessy have been appointed since the last AGM,

they will be subject to election at the forthcoming AGM.

The Directors have a range of business and financial

skills, including serving on the boards of other investment

companies, which are relevant to the Company; these

are described in the Board of Directors section of this

report on pages 38 and 39. All of the Directors have

demonstrated that they have sufficient time, skill and

experience to acquit their Board responsibilities and

to work together effectively. Directors are provided

with key information on the Company’s activities,

including regulatory and statutory requirements, by

the Manager. The Manager additionally provides them

with an Internal Controls Report, which enables the

Board to consider the effectiveness of the Manager’s

risk management system. The Board have reviewed

this report for the year ended 31 March 2025 and are

satisfied with the assessment. The Board has access

to secretarial advice and compliance services by the

Manager, who is responsible for ensuring that Board

procedures are followed and applicable procedures

complied with. All Directors are able to take independent

professional advice in furtherance of their duties if

necessary. The Company has in place Directors’ &

Officers’ Liability Insurance.

The Directors consider membership of the Board is

diverse in relation to experience and balance of skills.

Further details on diversity can be found on pages

50 and 51. Further details on the recruitment of new

directors can be found in the Nomination Committee

section on page 61.

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

regular programme of quarterly Board meetings. The

following table sets out the Directors’ attendance at

Board and Committee meetings during the year ended

31 March 2025, with the number of meetings each

Director was eligible to attend in brackets. As Ben Larkin

and James O’Shaughnessy joined the Board on 19

December 2024, they were not eligible to attend all of

the Company’s meetings in the year, however they each

attended all four of the regular quarterly Board meetings

for Albion Development VCT PLC (“AADV”) in 2024.

A sub-committee of the Board comprising at least

two Directors met during the year to allot shares

issued under the Dividend Reinvestment Scheme.

The Board met a number of times to discuss and

approve the Circular relating to the merger and the

terms and contents of the Offer Documents under the

Albion VCTs’ Prospectus Top Up Offers. Various Board

members also engaged with the Manager and other

service providers to the Company during the course

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

regular contact between individual members of the

Board. Representatives of the Manager attend all

Board meetings and participate in Board discussions,

other than on matters where there might be a

perceived conflict of interest between the Manager

and the Company. During the course of the year, the

Nomination and Remuneration Committees had a

series of meetings to discuss proposed changes to

board membership and remuneration.

The Chairman ensures that all Directors receive, in a

timely manner, all relevant management, regulatory

and financial information. The Board receives and

considers reports regularly from the Manager and

other key advisers, and ad hoc reports and information

are supplied to the Board as required. The Board has

a formal schedule of matters reserved for it and the

agreement between the Company and its Manager sets

Board

Audit and Risk

Committee

Nomination

Committee

Remuneration

Committee

Ben Larkin (appointed 19 December 2024) 1 (1) 0 (0) 0 (0) 0 (0)

Christopher Burrows

7 (7) 2 (2) 2 (2) 1 (1)

Philippa Latham 7 (7) 2 (2) 2 (2) 1 (1)

James O’Shaughnessy (appointed 19 December 2024) 1 (1) 0 (0) 0 (0) 0 (0)

Maxwell Packe (retired 3 September 2024) 3 (3) 1 (1) 1 (1) 1 (1)

Patrick Reeve (retired 19 December 2024) 6 (6) N/A N/A N/A

Rhodri Whitlock 7 (7) 2 (2) 2 (2) 1 (1)

Number of meetings attended during the year (number of meetings eligible to attend)

Albion Enterprise VCT PLC 57

GOVERNANCE

out the matters over which the Manager has discretion

and limits beyond which Board approval must be sought.

The Manager has discretion with the support of

the Board over the management of the investment

portfolio, the organisation of custodial services,

accounting, secretarial and administrative services,

all of which are subject to Board oversight. The main

issues reserved for the Board include:

• the appointment, evaluation, remuneration and

removal of the Manager;

• the consideration and approval of future

developments or changes to the investment

policy, including risk and asset allocation;

• consideration of corporate strategy and

corporate events that arise;

• application of the principles of the AIC Code,

corporate governance and risk management and

internal control framework;

• review of sub-committee recommendations,

including the recommendation to shareholders for

the appointment and remuneration of the Auditor;

• approving the Annual Report and Financial

Statements, the Half-yearly Financial Report,

the Interim Management Statements (which

the Company will continue to publish), net

asset value updates (where required), and the

associated announcements;

• approval of the dividend policy and payments of

appropriate dividends to shareholders;

• the performance of the Company, including

monitoring of the discount of share price to the

net asset value;

• share buy-back and treasury share policies;

• participation in Dividend Reinvestment Schemes

and Top Up Offers; and

• monitoring shareholder profile and considering

shareholder communications.

Given the size, nature and complexity of the Company,

the Board currently considers it unnecessary to

establish a Management Engagement Committee.

It is the responsibility of the Board to present an

Annual Report and Financial Statements that are fair,

balanced and understandable, which provides the

information necessary for shareholders to assess the

position, performance, strategy and business model of

the Company.

Remuneration Committee

The Remuneration Committee has acted in accordance

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

Remuneration Committee consists of all Directors, with

Philippa Latham as Chairman. The Committee meets

annually and held one formal meeting during the year.

All Directors sit on the Remuneration Committee as

their balance of skills and knowledge are relevant to

the committee’s responsibilities. The terms of reference

for the Remuneration Committee can be found on the

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

albion.capital/vct-funds/AAEV under the “Corporate

Governance” section.

Audit and Risk Committee

The Audit and Risk Committee consists of all Directors,

with Rhodri Whitlock as Chairman. In accordance

with the AIC Code, members of the Audit and Risk

Committee have recent and relevant financial

experience, as well as experience relevant to the sector.

Given the size of the Board and the complexity of the

business, Ben Larkin is both Chairman of the Board

and a member of the Audit and Risk Committee.

In accordance with AIC Code Provision 29, his

background, skills and experience are also relevant for

the Committee’s responsibilities. The Committee met

twice during the year ended 31 March 2025.

The Audit and Risk Committee Chair met with the

audit engagement partner during the planning

and completion phases of the audit to discuss

audit strategy and to discuss the audit findings.

The independent Auditor, Johnston Carmichael LLP,

attended the Audit and Risk Committee meeting at

which the Annual Report and Financial Statements

for the year ended 31 March 2025 were discussed.

Johnston Carmichael LLP also met with the Audit and

Risk Committee without the presence of the Manager.

Written terms of reference have been constituted for

the Audit and Risk Committee and can be found on the

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

albion.capital/vct-funds/AAEV under the “Corporate

Governance” section.

Statement of corporate governance

During the year under review, the Audit and Risk

Committee discharged its responsibilities including:

• formally reviewing the Annual Report and Financial

Statements and the Half-yearly Financial Report,

with particular focus on the main areas requiring

judgement and on critical accounting policies;

• reviewing the effectiveness of the risk

management and internal controls framework

and examination of the Internal Controls Report

produced by the Manager;

• meeting with the external Auditor and reviewing

their findings, and evaluating their performance;

• highlighting the key risks and specific issues

relating to the Financial Statements including

the reasonableness of valuations, compliance

with accounting standards and UK law, corporate

governance and listing and disclosure rules as

well as going concern and viability statements.

These issues were addressed through detailed

review, discussion and challenge by the Board

of these matters, as well as by reference to

underlying technical information to back-up the

discussions. Taking into account risk factors that

impact on the Company both as reflected in the

annual accounts and in a detailed risk matrix,

both of which are reviewed periodically in detail,

including in the context of emerging risks;

• advising the Board on whether the Annual Report

and Financial Statements, taken as a whole, is

fair, balanced and understandable and provides

the information necessary for shareholders to

assess the Company’s position, performance,

business model and strategy; and

• reporting to the Board on how it has discharged

its responsibilities.

In addition to normal business referred to above, the

Audit and Risk Committee were actively involved in

providing oversight over key aspects of the merger with

AADV specifically they:

• Reviewed the independence, terms of reference

and scope of work of the reporting accountant to

the circular;

• Reviewed the valuations and the merger

calculations;

• Met with the reporting accountant and discussed

their findings relating to the merger calculation;

and

• Reported to the Board on how it has discharged

its responsibilities.

The Board, and particularly the Audit and Risk

Committee, monitors closely developments in the

provision of audit services and is aware that the costs

of rendering audit services from most audit firms are

increasing significantly, with more pressure on those firms

who provide services to listed companies and for those

companies operating in a regulated environment. Due

to these increasing pressures on audit firms and their

reporting, the Company expects an increase in costs

across the market. The Board is satisfied from discussions

with the current audit firm and from scrutiny of what

is happening elsewhere, that Johnston Carmichael LLP

continues to provide the Company with an independent

and expert review of its financial reporting from an audit

firm with significant experience in the sector and on a

competitive fee base for the work required in reporting on

an extensive portfolio of unquoted investments.

The Committee also examines going concern and

viability statements, using financial projections

provided by the Manager on the Company and by

examining the liquidity in the Company’s portfolio,

including cash and realisable investments, the

committed costs of the Company and where liquidity

might be found if required. The Audit and Risk

Committee also receives regular reports on compliance

with VCT status, which is subject to various internal

controls and external review when investment

commitments are made.

In line with Provision 34 of the AIC Code (applicable

for accounting periods beginning on or after 1 January

2026), the Audit and Risk Committee monitors the

Company’s risk management and internal controls

framework and undertakes a review of its effectiveness

at each Committee meeting, based on a risk matrix

provided by the Manager. The monitoring and

review cover all material controls, including financial,

operational, reporting and compliance controls.

The Audit and Risk Committee reviews periodic reports

prepared by specialist professionals on behalf of the

Manager. Each year there is a different sphere of focus

and this includes reports on internal audits, compliance

reviews, company secretarial and corporate governance

reviews, and cyber security audits. The Committee can

ask specific detailed questions in order to satisfy itself

that the Manager has strong systems and controls in

place including those in relation to business continuity

and cyber security. The Audit and Risk Committee

declares that all material controls are deemed effective

as at 31 March 2025.

Statement of corporate governance

59Albion Enterprise VCT PLC

Financial Statements

The Audit and Risk Committee has initial responsibility

for reviewing the Financial Statements and reporting

on any significant issues that arise in relation to the

audit of the Financial Statements as outlined below.

Such issues were communicated with the external

Auditor with the approval of the audit strategy

and at the completion of the audit of the Financial

Statements. No conflicts arose between the Audit and

Risk Committee and the external Auditor in respect of

their work during the year.

The key accounting and reporting issues considered by

the Committee were:

The valuation of the Company’s investments

Valuations of investments are prepared by the

Manager. The Audit and Risk Committee reviewed

the estimates and judgements made in relation

to these investments and were satisfied that they

were appropriate. The Committee also discussed the

controls in place over the valuation of investments. The

Committee recommended investment valuations to the

Board for approval.

Revenue recognition

The revenue generated from loan stock interest and

dividend income has been considered by the Audit

and Risk Committee as part of its review of the

Annual Report as well as a quarterly review of the

management accounts prepared by the Manager.

The Audit and Risk Committee has considered the

controls in place over revenue recognition to ensure

that amounts received are in line with expectation and

budget.

Information to be included in the Annual Financial

Report and Financial Statements under 6.6.1(R) of the

UK Listing Rules:

On 30 June 2018, it was agreed that Patrick Reeve

would waive his fees for his services as a Director of the

Company for current and future years. Patrick retired

from the Board of Directors on 19 December 2024

following the merger.

All other items to be included under 6.6.1(R) of the UK

Listing Rules are not applicable to the Company and

therefore have not been included in this Annual Report

and Financial Statements.

Following rigorous reviews of the Annual Report and

Financial Statements and consideration of the key

areas of risk identified, the Board as a whole have

concluded that the Financial Statements are fair,

balanced and understandable and that they provide

the information necessary for shareholders to assess

the Company’s position, performance, business model

and strategy.

Relationship with the external Auditor

The Audit and Risk Committee reviews the performance

and continued suitability of the Company’s external

Auditor on an annual basis. They assess the external

Auditor’s independence, qualification, extent of

relevant experience, effectiveness of audit procedures

as well as the robustness of their quality assurance

procedures. In advance of each audit, the Committee

obtains confirmation from the external Auditor that

they are independent. No non-audit services were

provided during the financial year ended 31 March

2025.

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

undertaken a formal evaluation of the external Auditor

against the following criteria:

• Qualification

• Expertise

• Resources

• Effectiveness

• Independence

• Leadership

In order to form a view of the effectiveness of the

external audit process, the Committee took into

account information from the Manager regarding the

audit process, the formal documentation issued to

the Audit and Risk Committee and the Board by the

external Auditor regarding the external audit for the

year ended 31 March 2025, and assessments made by

individual Directors. The Audit and Risk Committee also

has regard to matters reported in the external Auditor’s

statutory “Transparency Report” which includes details

about their approach to audit quality and the results

of external quality monitoring. There were no adverse

findings arising from these review procedures.

The Audit and Risk Committee also has an annual

meeting with the external Auditor, without the

Manager present, at which pertinent questions are

asked to help the Audit and Risk Committee determine

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

and issues that arise during the course of the audit

60 Albion Enterprise VCT PLC

Statement of corporate governance

match all the relevant and appropriate criteria for the

audit to have been an effective and objective review of

the Company’s year-end reporting.

Based on the assurance obtained, the Audit and Risk

Committee recommended to the Board a resolution to

reappoint Johnston Carmichael LLP as Auditor at the

forthcoming Annual General Meeting.

Nomination Committee

The Nomination Committee consists of all Directors

with Christopher Burrows as Chairman. Given the small

size of the Board, it is considered beneficial to have all

Directors as members of the Nomination Committee,

as the Board believe all members provide the necessary

balance and diversity of opinion required to make

appropriate decisions. The Chairman would not be

on the Nomination Committee if dealing with the

appointment of his successor. The terms of reference of

the Nomination Committee are to evaluate the balance

of skills, experience and time commitment of the

current Board members and make recommendations to

the Board as and when a particular appointment arises.

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

to attract a range of backgrounds, skills and experience

and to ensure that appointments are made on the

grounds of merit against clear and objective criteria

whilst adhering to the Company’s diversity policy.

More details on the Company’s diversity policy and its

objectives can be found in the Directors report on pages

50 and 51. The Board is also mindful of the importance

of creating good working relationships within the Board

and with external agents. The Nomination Committee

reviews succession planning regularly which includes

considering tenure of existing Board members and any

potential skills gaps that might need to be addressed

when board membership changes.

The composition of the Board was reviewed at the time

of the merger discussions with Albion Development

VCT PLC and it was determined that the Board should

consist of members from both companies to provide

continuity for shareholders of the two companies and

knowledge of the respective portfolios and company

histories. It was decided to invite Ben Larkin and James

O’Shaughnessy to be Directors of the Company, taking

into consideration their experience as non-executive

directors of Albion Development VCT PLC prior to the

merger. Accordingly, the Board considered that the use

of an external search consultancy was not necessary.

The Nomination Committee held two formal meetings

during the year.

Committees’ and Directors’ performance evaluation

Performance of the Board and the Directors is assessed

on the following bases:

• attendance at Board and Committee meetings;

• the contribution made by individual Directors at,

and outside of, Board and Committee meetings;

and

• completion of a detailed internal assessment

process and annual performance evaluation

conducted by the Chairman. The Senior

Independent Director reviews the Chairman’s

annual performance evaluation.

Each year a formal performance evaluation is

undertaken of the Board as a whole, its Committees

and each of the Directors. A summary of the findings

is submitted to the Board, which are discussed and

an action plan is agreed if appropriate. There were no

issues requiring action in the year.

The evaluation process has consistently identified

that the Board works well together and has the

right balance of skills, experience, independence

and knowledge for the effective governance of the

Company. Diversity within the Board is achieved

through the appointment of Directors with different

backgrounds and skills.

Directors are offered training, both at the time of

joining the Board and on other occasions where

required. The Directors attend external courses and

industry events which provide further experience to

help them fulfil their responsibilities. The Board also

undertakes a proper and thorough evaluation of its

committees on an annual basis.

The Directors offering themselves for election/re-

election have a diverse range of backgrounds, skills and

experience, all of which are of benefit to the Company.

A summary of their qualities and contributions to

the Company’s long term success include: extensive

experience in non-executive director roles; experience

working in technology focused start-ups, private equity

and corporate banking; angel investing in early stage

companies; and qualified chartered accountants. For

more details on the specific background, skills and

experience of each Director, please see the Board of

Directors section on pages 38 and 39.

Statement of corporate governance

61Albion Enterprise VCT PLC

In light of the performance of the individual Directors

and the structured performance evaluation, Ben

Larkin, Christopher Burrows, Philippa Latham, James

O’Shaughnessy and Rhodri Whitlock are considered

to be effective Directors who demonstrate strong

commitment to the role. The Board believes it to be in

the best interest of the Company to appoint/re-appoint

these Directors at the forthcoming Annual General

Meeting and has nominated them for election or re-

election accordingly.

Terms of reference for the Nomination Committee can

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

website at www.albion.capital/vct-funds/AAEV under

the “Corporate Governance” section.

Internal control

In accordance with the AIC Code, the Board has an

established process for identifying, evaluating and

managing the significant risks faced by the Company.

This process has been in place throughout the year

and continues to be subject to regular review by the

Board in accordance with the FRC guidance “Risk

Management, Internal Control and Related Financial

and Business Reporting”. The Board is responsible for

the Company’s risk management and internal control

framework and for reviewing its effectiveness. However,

acknowledging that such a system is designed to

manage, rather than eliminate the risks of failure to

achieve the Company’s business objectives and can

only provide reasonable and not absolute assurance

against material misstatement or loss.

The Board, assisted by the Audit and Risk Committee,

monitors all material controls, including financial,

operational and compliance controls, and risk

management. The Audit and Risk Committee receives

each year from the Manager a formal report, which

details the steps taken to monitor the areas of risk,

including those that are not directly the responsibility

of the Manager, and which reports the details of any

known internal control failures. Steps continue to be

taken to embed the system of internal control and risk

management into the operations and culture of the

Company and its key suppliers, and to deal with areas

of improvement which come to the Manager’s and the

Audit and Risk Committee’s attention.

The Board, through the Audit and Risk Committee, has

conducted its annual review of the effectiveness of

the risk management and internal control framework,

which included all material controls. The Audit and

Risk Committee were satisfied that the framework was

operating effectively and no weaknesses had been

identified.

The main features of the internal control system

with respect to financial reporting, operations and

compliance implemented throughout the year are:

• segregation of duties between the preparation of

valuations and recording into accounting records;

• reviews of valuations are carried out by the

Valuation Committee and reviews of financial

reports are carried out by the Senior Finance

personnel and the Operations Partner of Albion

Capital Group LLP;

• independent third party valuations of the

majority of the asset-based investments within

the portfolio are undertaken annually;

• bank reconciliations are carried out monthly by

the Manager;

• all published financial reports are reviewed by the

Manager’s Compliance department;

• the Board reviews financial information;

• a separate Audit and Risk Committee of

the Company reviews financial information

(including valuations) to be published;

• the Board reviews quarterly VCT monitoring

reports produced by Philip Hare & Associates LLP;

• the Board reviews quarterly reports produced by

the Company’s Depositary, Ocorian Depositary

(UK) Limited;

• email encryption software is used for all sensitive

information on the Manager’s IT systems; and

• the Manager’s internal audit report is reviewed

on an annual basis.

Statement of corporate governance

The Board, assisted by the Audit and Risk Committee,

conducted its annual review of the effectiveness of

the risk management and internal control framework,

which included all material controls. Items included

the nature of the risk, possible consequences, the

impact, pre-mitigation risk assessment, risk mitigation

and management controls and a post-mitigation risk

assessment. It was noted that not all risks could be

eliminated or reduced, but best efforts were used to

mitigate them as far as possible in the nature that

some risks are exogenous in nature and which the

Board have limited capacity to control. The principal

risks and uncertainties are explained in detail on pages

22 to 26. The Audit and Risk Committee were satisfied

that the framework was operating effectively and no

material weakness had been identified.

During the year, as the Board has delegated the

investment management and administration to

Albion Capital Group LLP, the Board feels that it is

not necessary to have its own internal audit function.

Albion Capital Group LLP had an external regulatory

health check in the year by specialist consultancy

firm Bovill Newgate. This was to confirm adequate

policies, procedures and compliance training are in

place to comply with the FCA rules for an investment

manager and full scope AIFM and that there is

effective governance and compliance oversight. The

Board has had access to the report. Additionally, Albion

Capital Group LLP are currently undergoing a corporate

governance health check by Lavery Governance

Consulting. The Board will have access to the report

once the health check has been completed. The Board

will continue to monitor its system of internal control in

order to provide assurance that it operates as intended.

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

the Company’s external Depositary, provides cash

monitoring, asset verification, and oversight services to

the Company and reports to the Board on a quarterly

basis. The Board and the Audit and Risk Committee will

continue to monitor its system of internal control in

order to provide assurance that it operates as intended.

Conflicts of interest

Directors review and sign off the disclosure of conflicts

of interest annually, with any changes reviewed

and noted at the beginning of each Board meeting.

A Director who has conflicts of interest has two

independent Directors authorise those conflicts and is

excluded from discussions or decisions regarding those

conflicts. Procedures to disclose and authorise conflicts

of interest have been adhered to throughout the year.

Capital structure and Articles of Association

Details regarding the Company’s capital structure,

substantial interests and Director’s powers to issue and

buy-back shares are detailed in full on pages 47 and 48

of the Directors’ report. The Company is not party to

any significant agreements that may take effect, alter

or terminate upon a change of control of the Company

following a takeover bid.

Any amendments to the Company’s Articles of

Association are by way of a special resolution passed

by shareholders.

Relationships with shareholders and other

stakeholders

The Company’s Annual General Meeting is on 10

September 2025. The AGM will include a presentation

from the Manager on the portfolio and on the Company,

as well as answering questions relating to the business

being dealt with that shareholders may have. The AGM

will be held virtually.

Shareholders are also invited to attend the annual

Shareholders’ Seminar, an event hosted by the

Manager. Last year’s event was held on 20 November

2024, at No. 11 Cavendish Square, London. The

seminar included some of the portfolio companies

sharing insights into their businesses and presentations

from Albion executives on some of the key factors

affecting the investment outlook, as well as a review

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

Representatives of the Board attended the seminar.

The Board considers this an important interactive

marketing event and invites shareholders to attend this

year’s event scheduled for 18 November 2025 at No. 11

Cavendish Square, London. Further information will be

available nearer the time.

Shareholders and financial advisers are able to obtain

information on holdings and performance using the

contact details provided on page 4.

The Company’s share buy-back programme operates

in the market through brokers. As the Company’s

shares are quoted on the London Stock Exchange,

investors should approach their own broker to sell their

Statement of corporate governance

63Albion Enterprise VCT PLC

shares. Banks may be able to assist shareholders with

a referral to a broker within their banking group. More

information on share buy-backs can be found in the

Chairman’s statement on page 13.

Statement of compliance

The Directors consider that the Company has complied

throughout the year ended 31 March 2025 with all

the relevant provisions set out in the AIC Code issued

in 2019, aside from Provision 24 as explained on page

56. By reporting against the AIC Code, the Board are

meeting their obligations in relation to the 2018 UK

Corporate Governance Code (and associated disclosure

requirements under paragraph 6.6.6R of the UK

Listing Rules). The Directors also consider that they

are complying with their statutory responsibilities and

other regulatory provisions which have a bearing on the

Company.

For and on behalf of the Board

Ben Larkin

Chairman

22 July 2025

Statement of corporate governance

64 Albion Enterprise VCT PLC

DIRECTORS’ REMUNERATION REPORT

Introduction

This report is submitted in accordance with Section

420 of the Companies Act 2006 and describes how

the Board has applied the principles relating to the

Directors’ remuneration.

An ordinary resolution will be proposed at the Annual

General Meeting of the Company to be held on 10

September 2025 for the approval of the Annual

Directors’ Remuneration Report as set out below.

The Company’s independent Auditor, Johnston

Carmichael LLP, is required to give its opinion on certain

information included in this report, as indicated below.

The Auditor’s opinion is included in the Independent

Auditor’s Report.

Directors’ remuneration policy

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

executive Directors should reflect their expertise,

responsibilities and time spent on Company matters. In

determining the level of non-executive remuneration,

market equivalents are considered in comparison to

the overall activities and size of the Company. It is not

considered appropriate that Directors’ remuneration

should be performance related, and none of the

Directors are eligible for bonuses, pension benefits,

share options, long-term incentive schemes or other

benefits in respect of their services as non-executive

Directors of the Company

The Board alongside the Remuneration Committee

are responsible for reviewing the remuneration of the

Directors and the Director’s remuneration policy to

ensure that it reflects the duties, responsibilities and

value of time spent by the Directors on the business

of the Company. The Company does not retain

external advisers in relation to remuneration matters

but will access information about directors’ fees paid

by other companies of a similar size and type when

considering changes to Directors’ remuneration or the

remuneration policy. The Directors have discretion

over their remuneration and the remuneration

policy, however any changes are subject to Board

and Remuneration Committee approval and, where

material, are subject to shareholder approval at the

AGM. No director is involved in deciding their own

remuneration. The current maximum level of non-

executive Directors’ remuneration is £150,000 per

annum in aggregate which is fixed by the Company’s

Articles of Association; changes to that maximum level

of remuneration can be made by an ordinary resolution

passed by shareholders.

None of the Directors have a service contract with the

Company. There is a three month notice period for all

Directors, however their contract with the Company

can be terminated with immediate effect if they

materially breached their obligations as a Director.

Upon termination, the Director will only be able to

receive fees as may have been accrued to the date of

termination, together with the reimbursement of any

expenses properly incurred before the termination

date. On being appointed to the Board, Directors

receive a letter from the Company setting out the

terms of their appointment and their specific duties

and responsibilities, which are kept at the Manager’s

registered address. The Company is managed by Albion

Capital Group LLP and has no employees. The Board

consists solely of non-executive Directors, who are

considered key management personnel.

Annual statement from the Chairman of the

Remuneration Committee

The Remuneration Committee comprises all Directors

with Philippa Latham as Chairman.

In 2023 the Remuneration Committee conducted

a full remuneration review as part of its succession

planning and review of individual board responsibilities,

committee structure and overall make-up of the Board.

It was concluded that it was in the interests of the

Company to have a small but engaged board, with

the requisite breadth of experience, to oversee the

activities of the Company and to contribute to the

Company’s development through that experience.

It was agreed that from 1 April 2023 the base level

remuneration would be £31,000 for the Chairman,

£29,000 for the Audit and Risk Committee Chairman

and £26,000 for non-executive Directors.

GOVERNANCE

65Albion Enterprise VCT PLC

Directors’ remuneration report

Annual Percentage change in Directors’ remuneration

Percentage

change

2024 to

2025

Percentage

change

2023 to

2024

Percentage

change

2022 to

2023

Percentage

change

2021 to

2022

Percentage

change

2020 to

2021

% % % % %

Ben Larkin (appointed 19 December 2024) N/A N/A N/A N/A N/A

Lord St. John of Bletso (resigned 30 November 2020) N/A N/A N/A N/A (35)

The Dowager Lady Balfour of Burleigh (resigned 12 August 2021) N/A N/A N/A (64) -

Christopher Burrows 6 11 7 - -

James O’ Shaughnessy (appointed 19 December 2024) N/A N/A N/A N/A N/A

Maxwell Packe (retired 3 September 2024) N/A 13 15 - -

Philippa Latham (appointed 1 September 2021) - 11 81 N/A N/A

Patrick Reeve (retired 19 December 2024) - - - - -

Rhodri Whitlock (appointed 19 January 2021) - 14 11 360 N/A

Total overall change - 12 11 2 2

The Remuneration Committee, consisting of

Christopher Burrows, Philippa Latham, Rhodri Whitlock

and Maxwell Packe, met during the year to review

Directors’ responsibilities and fees against the market

and concluded that the Directors’ remuneration, as

outlined above, remained appropriate and so proposed

no changes. The committee was not provided any

additional services or advice that materially assisted

their considerations of the matter. It is expected that it

will be reviewed in 2026 and following that, every three

years, at the same time as considering and approving

the Company’s remuneration policy.

Annual report on remuneration

The Remuneration Committee determines the

remuneration of individual Directors within the

framework set by the Board. The Committee meets at

least once a year.

Shareholders’ views in respect of Directors’

remuneration are regarded highly and the Board

encourages shareholders’ to participate in its Annual

General Meeting in order to communicate their

thoughts to the Board, which it takes into account

where appropriate when formulating its policy. At the

last Annual General Meeting, 95.0% of shareholders

who voted, voted for the resolution approving the

Directors’ remuneration report, 5.0% of shareholders

voted against the resolution and of the total votes

cast, 33,478 were withheld (being 0.03% of total voting

rights), which shows significant shareholder support

from those who voted.

Total Directors’ remuneration (audited)

The Director’s remuneration and interests in the shares

of the Company which are shown in the tables below

have been audited.

Total Directors’ remuneration (audited)

Year ended

31 March 2025

Year ended

31 March 2024

£’000 £’000

Ben Larkin (appointed 19 December 2024) 8,833 -

Christopher Burrows 27,458 26,000

Philippa Latham 26,000 26,000

James O’Shaughnessy (appointed 19 December 2024) 7,409 -

Maxwell Packe (retired 3 September 2024) 12,455 31,000

Patrick Reeve (retired 19 December 2024) - -

Rhodri Whitlock 29,000 29,000

111,155 112,000

66 Albion Enterprise VCT PLC

Directors’ remuneration report

Directors’ interests

Shares held on

31 March 2025

Shares held on

31 March 2024

Ben Larkin 595,763 N/A

Christopher Burrows 360,766 259,936

Philippa Latham 49,866 38,547

James O’Shaughnessy 194,809 N/A

Rhodri Whitlock 41,550 29,661

1,242,754 328,144

Expected Directors’ remuneration

31 March 2026

Ben Larkin 31,000

Christopher Burrows 26,000

Philippa Latham 26,000

James O’Shaughnessy 26,000

Rhodri Whitlock 29,000

Total remuneration excluding National Insurance 138,000

The tables on page 66 show an analysis of the

remuneration, excluding National Insurance, of

individual Directors who served during the last two

years and the annual percentage change in Directors’

remuneration who served during the last five years.

The changes from 2024 to 2025 are due to Ben Larkin

becoming the Chairman part way through 2024,

Christopher Burrows being Chairman from 3 September

2024 to 19 December 2024, James O’Shaughnessy

joining the Board part way through 2024 and Maxwell

Packe retiring from the Board on 3 September 2024.

The changes from 2023 to 2024 are due to the

increase of the base remuneration of each of the

Directors’ positions during the year, effective from 1

April 2023.

The table below sets out the expected Directors’

remuneration (excluding National Insurance

contributions) for the year ending 31 March 2026:

The Company does not confer any share options, long-

term incentives or retirement benefits to any Director,

nor does it make a contribution to any pension scheme

on behalf of the Directors. There are therefore no

variable elements to the Directors’ remuneration.

Each Director of the Company was remunerated

personally through the Manager’s payroll which

has been recharged to the Company. Directors were

also reimbursed for authorised expenses totalling

£905 (2024: £1,385) during the year. There were no

payments for loss of office made to any of the Directors

during the year (2024: £nil).

In addition to Directors’ remuneration, the Company

paid an annual premium in respect of Directors’ &

Officers’ Liability Insurance of £44,000 (2024: £33,000).

Directors’ interests (audited)

The Directors who held office throughout the year, and

their interests in the shares of the Company (together

with those of their persons closely associated) are

shown below.

Maxwell Packe retired on 3 September 2024 and held

617,700 shares on this date. Patrick Reeve retired on 19

December 2024 and held 233,349 shares on this date.

There is no formal requirement for directors to invest in

the Company.

There have been no other changes in the holdings of

the Directors between 31 March 2025 and the date of

this report.

Albion Capital Group LLP, its partners and staff held

2,089,345 shares in the Company as at 31 March 2025.

67Albion Enterprise VCT PLC

Directors’ remuneration report

Directors’ pay compared to distribution to shareholders

2025

£’000

2024

£’000

Percentage change from

2024 to 2025

Total dividend distribution to shareholders* 25,822 6,306 309%

Share buy-backs 5,667 2,450 131%

Total Directors’ fees 111 112 0%

*This includes unclaimed dividends returned by the registrar. Full details can be found in note 9.

Methodology: The share price return to the shareholder, including original amount

invested (rebased to 100) from 1 April 2015, assuming that dividends were re-invested

at the share price of the Company at the time the shares were quoted ex-dividend.

Transaction costs and tax reliefs are not taken into account.

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

(in both cases with dividends reinvested)

Return (pence per share)

Performance graph

The graph below shows the Company’s ordinary share

price total return against the FTSE All-Share Index total

return, in both instances with dividends reinvested,

since 1 April 2015. The Directors consider the FTSE

All-Share Index to be the most appropriate benchmark

for the Company as it contains a large range of sectors

within the UK economy. Investors should, however,

be reminded that shares in VCTs generally trade

at a discount to the actual net asset value of the

Company.

There are no options, issued or exercisable, in

the Company which would distort the graphical

representation that follows.

For and on behalf of the Board

Ben Larkin

Chairman

22 July 2025

240

220

200

180

160

140

120

100

Share price total return

FTSE All-Share Index total return

Apr

2015

Mar

2016

Mar

2017

Mar

2018

Mar

2019

Mar

2020

Mar

2021

Mar

2022

Mar

2023

Mar

2024

Mar

2025

68 Albion Enterprise VCT PLC

69Albion Enterprise VCT PLC

GOVERNANCE

INDEPENDENT AUDITOR’S REPORT TO THE

MEMBERS OF ALBION ENTERPRISE VCT PLC

Opinion

We have audited the Financial Statements of Albion

Enterprise VCT PLC (“the Company”), for the year

ended 31 March 2025, which comprise the Income

statement, the Balance sheet, the Statement of

changes in equity, the Statement of cash flows, and

the notes to the Financial Statements, including

significant accounting policies. The financial reporting

framework that has been applied in their preparation

is applicable law and United Kingdom Accounting

Standards, including Financial Reporting Standard 102

The Financial Reporting Standard applicable in the UK

and Republic of Ireland (United Kingdom Generally

Accepted Accounting Practice).

In our opinion the Financial Statements:

• Give a true and fair view of the state of

Company’s affairs as at 31 March 2025 and of its

profit for the year then ended;

• Have been properly prepared in accordance with

United Kingdom Generally Accepted Accounting

Practice; and

• Have been prepared in accordance with the

requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with

International Standards on Auditing (UK) (ISAs

(UK)) and applicable law. Our responsibilities

under those standards are further described in

the Auditor’s responsibilities for the audit of the

Financial Statements section of our report. We are

independent of the Company in accordance with the

ethical requirements that are relevant to our audit

of the Financial Statements in the UK, including the

FRC’s Ethical Standard, as applied to listed public

interest entities, and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained

is sufficient and appropriate to provide a basis for our

opinion.

Our approach to the audit

We planned our audit by first obtaining an

understanding of the Company and its environment,

including its key activities delegated by the Board to

relevant approved third-party service providers and the

controls over provision of those services.

We conducted our audit using information maintained

and provided by Albion Capital Group LLP (the

“Investment Manager” and the “Company Secretary”),

Ocorian Depositary (UK) Limited (the “Depositary”) and

Computershare Investor Services PLC (the “Registrar”)

to whom the Company has delegated the provision

of services.

We tailored the scope of our audit to reflect our risk

assessment, taking into account such factors as

the types of investments within the Company, the

involvement of the Company Secretary, the accounting

processes and controls, and the industry in which the

Company operates.

The scope of our audit was influenced by our

application of materiality. We set certain quantitative

thresholds for materiality. These together with

qualitative considerations, helped us to determine

the scope of our audit and the nature, timing and

extent of our audit procedures on the individual

Financial Statement line items and disclosures and

in the evaluation of the effect of misstatements,

both individually and in aggregate on the Financial

Statements as a whole.

Key audit matters

Key audit matters are those matters that, in our

professional judgement, were of most significance in

our audit of the Financial Statements of the current

period and include the most significant assessed risks

of material misstatement (whether or not due to fraud)

that we identified. These matters included those which

had the greatest effect on: the overall audit strategy;

the allocation of resources in the audit; and directing

the efforts of the engagement team. These matters

70 Albion Enterprise VCT PLC

were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion

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

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

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

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

Valuation and ownership of unlisted

investments

(as per page 60 (Audit and Risk Committee

Report), pages 81 to 83 (Accounting Policies)

and Note 12.)

The valuation of the unlisted investment

portfolio at 31 March 2025 was £203.75m

(2024: £105.41m).

As this is the largest component of the

Company’s Balance sheet, and there is a high

degree of estimation and subjectivity in the

valuation of level 3 unlisted investments, it has

been designated as a key audit matter, being

one of the most significant assessed risks of

material misstatements due to fraud or error.

The level 3 investments are valued in accordance

with the revised International Private Equity

and Venture Capital (IPEV) valuation guidelines.

Significant judgement is required in applying

these principles and determining certain inputs

to the valuation models.

Additionally, there is a risk that the investments

recorded as held by the Company may not

represent the property of the Company.

We have performed a walkthrough of the unlisted investment valuation

process to evaluate the design of the process and implementation of key

controls.

We obtained evidence that the Manager’s Valuation Committee review

and approve the valuation of the unlisted investments.

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

of the level 3 investments.

As part of our risk assessment procedures, we stratified the unlisted

investments portfolio which included the investment acquired as part of

the merger, considering the value of individual investments, the movement

in fair value and the inherent risk factors associated with each valuation

basis. We then selected a sample of investments for testing, based on this

risk-based stratification, to ensure appropriate coverage of each strata of

the portfolio.

For the sample of unlisted investments, we:

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

the period being audited, making enquiries of management.

• Obtained an understanding of the original investment rationale and

valuation basis, along with any milestones set.

• Obtained an update on the investment, paying particular attention to

progress against pre-set milestones and/or indications that a reduction

in valuation may be appropriate.

• Assessed the appropriateness of the valuation basis used, paying

particular attention to any changes from the prior year valuation basis.

• Agreed data used in the valuation models to independent sources.

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

we engaged our specialist corporate finance team, to challenge the

appropriateness of certain judgements, such as multiples and discounts.

• Reperformed the enterprise value calculations and waterfalls to ensure

mathematical accuracy.

• Where appropriate based on the valuation methodology applied, we

developed an auditor’s point estimate or range.

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

recent valuation) to assess for potential management bias in the valuation

process.

We ensured that the accounting estimates and related disclosures are

appropriately disclosed in the financial statements.

We agreed the ownership of 100% of the investments which included

the investments acquired as part of the merger to Depositary and loan

certificates.

We tested 100% of new investments above our Audit and Risk Committee

reporting threshold and agreed them to share certificates and loan notes/

agreements.

We tested a sample of follow-on additions and disposals in the year and

agreed them to Sale and Purchase Agreements.

From our completion of these procedures, we identified no material

misstatements in relation to the valuation of unlisted investments.

Independent Auditor’s report to the members of Albion Enterprise VCT PLC

71Albion Enterprise VCT PLC

Independent Auditor’s report to the members of Albion Enterprise VCT PLC

Our application of materiality

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

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

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

Materiality measure Value

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

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

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

complexity of the audit including the VCT merger with AADV and the Company’s listed status.

£5.57m

(2024: £2.81m)

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

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

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

Statements as a whole.

In setting this we consider the Company’s overall control environment and our assessment of a lower risk

of material misstatements. Based on our judgement of these factors, along with our findings from the prior

year audit – which indicated no significant issues – we have determined performance materiality to be set

at 65% (2024: 50%) of our overall Financial Statement materiality.

£3.62m

(2024: £1.41m)

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

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

for testing such areas.

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

applied a separate testing threshold for the revenue column of the income statement set at the higher of

5% of the revenue profit on ordinary activities before taxation and our Audit and Risk Committee reporting

threshold.

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

remuneration.

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

benchmarks for specific materiality.

£0.28m

(2024: £0.14m)

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

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

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

misstatement as a result of fraud.

£0.28m

(2024: £0.14m)

During the course of the audit, we reassessed initial materiality and found no reason to alter the basis of

calculation used at year-end.

Conclusions relating to going concern

In auditing the Financial Statements, we have concluded that the Directors’ use of the going concern basis

of accounting in the preparation of the Financial Statements is appropriate. Our evaluation of the Directors’

assessment of the Company’s ability to continue to adopt the going concern basis of accounting included:

• Evaluating management’s method of assessing going concern, including consideration of market conditions

and macro-economic uncertainties;

• Assessing and challenging the forecast cashflows and associated sensitivity modelling used by the Directors

in support of their going concern assessment;

• Obtaining and recalculating management’s assessment of the Company’s ongoing maintenance of venture

capital trust status; and

• Assessing the adequacy of the Company’s going concern disclosures included in the Annual Report.

72 Albion Enterprise VCT PLC

Based on the work we have performed, we have not

identified any material uncertainties relating to events

or conditions that, individually or collectively, may

cast significant doubt on the Company’s ability to

continue as a going concern for a period of at least

twelve months from when the Financial Statements are

authorised for issue.

In relation to the Company’s reporting on how it has

applied the UK Corporate Governance Code, we have

nothing material to add or draw attention to in relation

to the Directors’ statement in the Financial Statements

about whether the Directors considered it appropriate

to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the

Directors with respect to going concern are described in

the relevant sections of this report.

Other information

The other information comprises the information included

in the Annual Report and Financial Statements other than

the Financial Statements and our auditor’s report thereon.

The Directors are responsible for the other information

contained within the Annual Report and Financial

Statements. Our opinion on the Financial Statements

does not cover the other information and, except to the

extent otherwise explicitly stated in our report, we do not

express any form of assurance conclusion thereon.

Our responsibility is to read the other information and,

in doing so, consider whether the other information is

materially inconsistent with the Financial Statements

or our knowledge obtained in the course of the audit,

or otherwise appears to be materially misstated. If

we identify such material inconsistencies or apparent

material misstatements, we are required to determine

whether this gives rise to a material misstatement in

the Financial Statements themselves. If, based on the

work we have performed, we conclude that there is a

material misstatement of this other information, we are

required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the

Companies Act 2006

In our opinion, the part of the Directors’ Remuneration

Report to be audited has been properly prepared in

accordance with the Companies Act 2006.

Independent Auditor’s report to the members of Albion Enterprise VCT PLC

In our opinion, based on the work undertaken in the

course of the audit:

• The information given in the Strategic Report and

the Directors’ Report for the financial year for

which the Financial Statements are prepared is

consistent with the Financial Statements; and

• The Strategic Report and the Directors’ Report

have been prepared in accordance with

applicable legal requirements.

Matters on which we are required to report

by exception

In the light of the knowledge and understanding of the

Company and its environment obtained in the course of

the audit, we have not identified material misstatements

in the Strategic Report or the Directors’ Report.

We have nothing to report in respect of the following

matters in relation to which the Companies Act 2006

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

• Adequate accounting records have not been kept

by the Company, or returns adequate for our

audit have not been received from branches not

visited by us; or

• The Financial Statements and the part of the

Directors’ Remuneration Report to be audited are

not in agreement with the accounting records

and returns; or

• Certain disclosures of Directors’ remuneration

specified by law are not made; or

• We have not received all the information and

explanations we require for our audit; or

• A corporate governance statement has not been

prepared by the Company.

Corporate governance statement

The Listing Rules require us to review the Directors’

statement in relation to going concern, longer-term

viability and that part of the Corporate Governance

Statement relating to the Company’s compliance with

the provisions of the UK Corporate Governance Code

specified for our review.

Based on the work undertaken as part of our audit, we

have concluded that each of the following elements

of the Corporate Governance Statement is materially

consistent with the Financial Statements or our

knowledge obtained during the audit:

• The Directors’ statement with regards to

the appropriateness of adopting the going

concern basis of accounting and any material

uncertainties identified set out on page 48;

• The Directors’ explanation as to its assessment

of the Company’s prospects, the period this

assessment covers and why the period is

appropriate set out on pages 27 and 28;

• The Directors’ statement on whether it has a

reasonable expectation that the Company will

be able to continue in operation and meet its

liabilities set out on page 27;

• The Directors’ statement on fair, balanced and

understandable set out on page 55;

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

robust assessment of the emerging and principal

risks set out on pages 22 to 26;

• The section of the annual report that describes

the review of the effectiveness of risk

management and internal control systems set

out on pages 62 and 63; and

• The section describing the work of the Audit and

Risk Committee set out on pages 58 to 60.

Responsibilities of Directors

As explained more fully in the Directors’ responsibilities

statement set out on page 55, the Directors are

responsible for the preparation of the Financial

Statements and for being satisfied that they give a

true and fair view, and for such internal control as

the Directors determine is necessary to enable the

preparation of Financial Statements that are free from

material misstatement, whether due to fraud or error.

In preparing the Financial Statements, the Directors

are responsible for assessing the Company’s ability to

continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going

concern basis of accounting unless the Directors either

intend to liquidate the Company or to cease operations,

or have no realistic alternative but to do so.

Independent Auditor’s report to the members of Albion Enterprise VCT PLC

Auditor’s responsibilities for the audit of the

Financial Statements

Our objectives are to obtain reasonable assurance

about whether the Financial Statements as a whole are

free from material misstatement, whether due to fraud

or error, and to issue an auditor’s report that includes

our opinion. Reasonable assurance is a high level of

assurance but is not a guarantee that an audit conducted

in accordance with ISAs (UK) will always detect a

material misstatement when it exists. Misstatements can

arise from fraud or error and are considered material if,

individually or in the aggregate, they could reasonably

be expected to influence the economic decisions of users

taken on the basis of these Financial Statements.

A further description of our responsibilities for the audit

of the Financial Statements is located on the Financial

Reporting Council’s website at: http://www.frc.org.uk/

auditorsresponsibilities. This description forms part of

our auditor’s report.

Extent to which the audit was considered capable of

detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-

compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined

above, to detect material misstatements in respect

of irregularities, including fraud. The extent to which

our procedures are capable of detecting irregularities,

including fraud is detailed below.

We assessed whether the engagement team

collectively had the appropriate competence and

capabilities to identify or recognise non-compliance

with laws and regulations by considering their

experience, past performance and support available.

All engagement team members were briefed on

relevant identified laws and regulations and potential

fraud risks at the planning stage of the audit.

Engagement team members were reminded to remain

alert to any indications of fraud or non-compliance with

laws and regulations throughout the audit.

74 Albion Enterprise VCT PLC

We obtained an understanding of the legal and

regulatory frameworks that are applicable to the

Company and the sector in which it operates, focusing

on those provisions that had a direct effect on the

determination of material amounts and disclosures

in the Financial Statements. The most relevant

frameworks we identified include:

• Companies Act 2006;

• FCA Listing Rules and Disclosure Guidance and

Transparency Rules (DTR);

• The principles of the UK Corporate Governance

Code applied by the AIC Code of Corporate

Governance (the “AIC Code”);

• Industry practice represented by the Statement

of Recommended Practice: Financial Statements

of Investment Trust Companies and Venture

Capital Trusts (“the SORP”);

• The General Data Protection Regulation (GDPR)

2016;

• United Kingdom Generally Accepted Accounting

Practice; and

• The Company’s qualification as a Venture Capital

Trust under section 274 of the Income Tax Act

2007.

We gained an understanding of how the Company is

complying with these laws and regulations by making

enquiries of management and those charged with

governance. We corroborated these enquiries through

our review of relevant correspondence with regulatory

bodies and board meeting minutes.

We assessed the susceptibility of the Company’s

Financial Statements to material misstatement, including

how fraud might occur, by meeting with management

and those charged with governance to understand

where it was considered there was susceptibility to fraud.

This evaluation also considered how management and

those charged with governance were remunerated and

whether this provided an incentive for fraudulent activity.

We considered the overall control environment and

how management and those charged with governance

oversee the implementation and operation of controls.

In areas of the Financial Statements where the risks were

considered to be higher, we performed procedures to

address each identified risk. We identified a heightened

fraud risk in relation to:

• Valuation of unlisted investments; and

• Management override of controls

Independent Auditor’s report to the members of Albion Enterprise VCT PLC

Audit procedures performed in response to the risks

relating to the valuation of unlisted investments are

set out in the section on key audit matters above, and

audit procedures performed in response to the risk of

management override of controls are included below.

In addition to the above, the following procedures were

performed to provide reasonable assurance that the

Financial Statements were free of material fraud or

error:

• Reviewing minutes of meetings of those charged

with governance for reference to: breaches of

laws and regulation or for any indication of

any potential litigation and claims; and events

or conditions that could indicate an incentive

or pressure to commit fraud or provide an

opportunity to commit fraud;

• Performing audit procedures over the risk of

management override of controls, including

unpredictability testing, testing of journal entries

and other adjustments for appropriateness,

recalculating the investment management

and performance incentive fees, evaluating the

business rationale of significant transactions

outside the course of normal business and

assessing judgements made by management

in their calculation of accounting estimates for

potential management bias;

• Completion of appropriate checklists and use

of our experience to assess the Company’s

compliance with the Companies Act 2006 and

the Listing Rules; and

• Agreement of the Financial Statement

disclosures to supporting documentation.

Our audit procedures were designed to respond to

the risk of material misstatements in the Financial

Statements, recognising that the risk of not detecting a

material misstatement due to fraud is higher than the

risk of not detecting one resulting from error, as fraud

may involve intentional concealment, forgery, collusion,

omission or misrepresentation. There are inherent

limitations in the audit procedures performed above

and the further removed non-compliance with laws

and regulations is from the events and transactions

reflected in the Financial Statements, the less likely we

would become aware of it.

75Albion Enterprise VCT PLC

Other matters which we are required to

address

Following the recommendation of the Audit and

Risk Committee, we were appointed by the Board on

30 October 2023 to audit the Financial Statements

for the year ended 31 March 2024 and subsequent

financial periods. The period of our total uninterrupted

engagement is two years, covering the years ended 31

March 2024 to 31 March 2025.

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

Standard were not provided to the Company and we

remain independent of the Company in conducting our

audit.

Our audit opinion is consistent with the additional

report to the Audit and Risk Committee.

Independent Auditor’s report to the members of Albion Enterprise VCT PLC

Use of our report

This report is made solely to the Company’s members,

as a body, in accordance with Chapter 3 of Part 16

of the Companies Act 2006. Our audit work has been

undertaken so that we might state to the Company’s

members those matters we are required to state to

them in an auditor’s report and for no other purpose.

To the fullest extent permitted by law, we do not accept

or assume responsibility to anyone other than the

Company and the Company’s members as a body, for

our audit work, for this report, or for the opinions we

have formed.

Richard Sutherland (Senior Statutory Auditor)

For and on behalf of Johnston Carmichael LLP

Statutory Auditor

Edinburgh, United Kingdom

22 July 2025

Company

information

and Financials

Year ended 31 March 2025 Year ended 31 March 2024

Revenue Capital Total Revenue Capital Total

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

Gains on investments 3 - 16,723 16,723 - 4,883 4,883

Investment income 4 2,742 - 2,742 1,697 - 1,697

Investment Manager’s fees 5 (364) (3,576) (3,940) (256) (2,307) (2,563)

Other expenses 6 (1,284) - (1,284) (683) - (683)

Profit on ordinary activities before tax 1,094 13,147 14,241 758 2,576 3,334

Tax on ordinary activities 8 - - - - - -

Profit and total comprehensive income

attributable to shareholders 1,094 13,147 14,241 758 2,576 3,334

Basic and diluted return per share (pence)* 11 0.76 9.11 9.87 0.75 2.55 3.30

*adjusted for treasury shares

The accompanying notes on pages 81 to 98 form an integral part of these Financial Statements.

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

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

Companies Statement of Recommended Practice.

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

continuing operations.

INCOME STATEMENT

INFORMATION

& FINANCIALS

BALANCE SHEET

INFORMATION

& FINANCIALS

Note

31 March

2025

£’000

31 March

2024

£’000

Fixed asset investments 12 203,817 105,513

Current assets

Trade and other receivables 14 2,555 176

Cash in bank and at hand 74,145 36,314

76,700 36,490

Payables: amounts falling due within one year

Trade and other payables 15 (1,693) (1,355)

Net current assets 75,007 35,135

Total assets less current liabilities 278,824 140,648

Provisions falling due after one year 16 (298) -

Net assets 278,526 140,648

Equity attributable to equity holders

Called-up share capital 17 2,578 1,284

Share premium 195,529 41,730

Capital redemption reserve 33 -

Unrealised capital reserve 40,039 48,179

Realised capital reserve 28,304 7,017

Other distributable reserve 12,043 42,438

Total equity shareholders’ funds 278,526 140,648

Basic and diluted net asset value per share (pence)* 18 116.22 125.77

*excluding treasury shares

The accompanying notes on pages 81 to 98 form an integral part of these Financial Statements.

These Financial Statements were approved by the Board of Directors, and authorised for issue on 22 July 2025 and

were signed on its behalf by

Ben Larkin

Chairman

Company number: 05990732

78 Albion Enterprise VCT PLC

STATEMENT OF CHANGES IN EQUITY

INFORMATION

& FINANCIALS

Called-up

capital

£’000

premium

£’000

Capital

redemption

reserve

£’000

Unrealised

capital

reserve

£’000

Realised

capital

reserve*

£’000

Other

distributable

reserve*

£’000

Total

£’000

On 1 April 2024 1,284 41,730 - 48,179 7,017 42,438 140,648

Profit and total

comprehensive income for

the year - - - 10,735 2,412 1,094 14,241

Transfer of previously

unrealised gains on

disposal of investments - - - (18,875) 18,875 - -

Purchase of shares for

cancellation (including

costs) (33) - 33 - - (3,701) (3,701)

Purchase of shares for

treasury - - - - - (1,966) (1,966)

Shares issued to acquire

net assets of Albion

Development VCT PLC** 1,121 130,034 - - - - 131,155

Issue of equity 206 24,402 - - - - 24,608

Cost of issue of equity - (637) - - - - (637)

Dividends paid*** - - - - - (25,822) (25,822)

On 31 March 2025 2,578 195,529 33 40,039 28,304 12,043 278,526

On 1 April 2023 1,154 25,520 - 41,735 10,885 50,436 129,730

Profit/(loss) and total

comprehensive income for

the year - - - 5,053 (2,477) 758 3,334

Transfer of previously

unrealised losses on

disposal of investments - - - 1,391 (1,391) - -

Purchase of shares for

treasury - - - - - (2,450) (2,450)

Issue of equity 130 16,699 - - - - 16,829

Cost of issue of equity - (489) - - - - (489)

Dividends paid - - - - - (6,306) (6,306)

On 31 March 2024 1,284 41,730 - 48,179 7,017 42,438 140,648

*Included within these reserves are amounts of £20,030,000 (2024: £24,459,000) which are considered distributable. On 1 April 2025 an

additional £12,816,000 became distributable as it was no longer restricted under the HMRC requirement that the Company cannot use capital

raised in the past three years to make a payment or distribution to shareholders.

**The assets and liabilities transferred through the acquisition of Albion Development VCT PLC are shown in note 10.

***This includes unclaimed dividends returned by the registrar. Full details can be found in note 9.

79Albion Enterprise VCT PLC

STATEMENT OF CASH FLOWS

INFORMATION

& FINANCIALS

Year ended

31 March 2025

£’000

Year ended

31 March 2024

£’000

Cash flow from operating activities

Loan stock income received 992 846

Deposit interest received 804 440

Income from fixed term funds received 725 324

Dividend income received 370 227

Investment Manager’s fees paid (3,592) (2,499)

Other cash payments (1,078) (703)

Corporation tax paid - -

Net cash outflow used in operating activities (1,779) (1,365)

Cash flow from investing activities

Purchase of fixed asset investments (14,017) (8,862)

Proceeds from disposals of fixed asset investments 29,403 6,283

Net cash flow generated from investing activities 15,386 (2,579)

Cash flow from financing activities

Issue of share capital 19,899 15,368

Cost of issue of equity (23) (40)

Dividends paid (net of Dividend Reinvestment Scheme) (21,689) (5,298)

Purchase of own shares (6,167) (2,632)

Cash acquired from Albion Development VCT PLC 33,024 -

Merger costs (paid on behalf of the Company and Albion Development VCT PLC) (820) -

Net cash flow generated from financing activities 24,224 7,398

Increase in cash in bank and at hand 37,831 3,454

Cash in bank and at hand at start of year 36,314 32,860

Cash in bank and a hand at end of year 74,145 36,314

The accompanying notes on pages 81 to 98 form an integral part of these Financial Statements.

80 Albion Enterprise VCT PLC

1. Basis of preparation

The Financial Statements have been prepared in

accordance with applicable United Kingdom law and

accounting standards, including Financial Reporting

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

of Recommended Practice “Financial Statements of

Investment Trust Companies and Venture Capital Trusts”

(“SORP”) issued by The Association of Investment

Companies (“AIC”). The Financial Statements have been

prepared on a going concern basis and further details can

be found in the Directors’ report on page 48.

The preparation of the Financial Statements requires

management to make judgements and estimates

that affect the application of policies and reported

amounts of assets, liabilities, income and expenses. The

most critical estimates and judgements relate to the

determination of carrying value of investments at Fair

Value Through Profit and Loss (“FVTPL”) in accordance

with FRS 102 sections 11 and 12. The Company values

investments by following the International Private Equity

and Venture Capital Valuation (“IPEV”) Guidelines as

updated in 2022 and further detail on the valuation

techniques used are outlined in note 2 below.

Company information can be found on page 4.

2. Accounting policies

Fixed asset investments

The Company’s business is investing in financial assets

with a view to profiting from their total return in the form

of income and capital growth. This portfolio of financial

assets is managed and its performance evaluated on

a fair value basis, in accordance with a documented

investment policy, and information about the portfolio is

provided internally on that basis to the Board.

In accordance with the requirements of FRS 102, those

undertakings in which the Company holds more than

20% of the equity as part of an investment portfolio are

not accounted for using the equity method. In these

circumstances the investment is measured at FVTPL.

Upon initial recognition (using trade date accounting)

investments, including loan stock, are classified by the

Company as FVTPL and are included at their initial

fair value, which is cost (excluding expenses incidental

to the acquisition which are written off to the Income

statement).

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

which is measured as follows:

• Listed investments (Level 1): For investments whose

securities are actively traded on a recognised

exchange, they are valued at their bid prices at the

end of the accounting period or otherwise at fair

value based on published price quotations.

• Unquoted investments (level 3): For the Company’s

unquoted investments, or those securities which

are not traded on an active market, they are

valued using an appropriate valuation technique

in accordance with the IPEV Guidelines. Indicators

of fair value are derived using established

methodologies including earnings multiples,

revenue multiples, the level of third party offers

received, cost or price of recent investment rounds,

net assets and industry valuation benchmarks.

Where price of recent investment is used as

a starting point for estimating fair value at

subsequent measurement dates, this has been

benchmarked using an appropriate valuation

technique permitted by the IPEV guidelines.

• In situations where cost or price of recent

investment is used, consideration is given to the

circumstances of the portfolio company since

that date in determining fair value. This includes

consideration of whether there is any evidence

of deterioration or strong definable evidence

of an increase in value. In the absence of these

indicators, other valuation techniques are

employed to conclude on the fair value as of the

measurement date. Examples of events or changes

that could indicate a diminution include:

- the performance and/or prospects of the

underlying business are significantly below

the expectations on which the investment was

based; or

- a significant adverse change either in the portfolio

company’s business or in the technological,

market, economic, legal or regulatory

environment in which the business operates; or

NOTES TO THE FINANCIAL STATEMENTS

INFORMATION

& FINANCIALS

81Albion Enterprise VCT PLC

- market conditions have deteriorated, which may

be indicated by a fall in the share prices of quoted

businesses operating in the same or related

sectors.

The Company does not hold any Level 2 investments.

Investments are recognised as financial assets on

legal completion of the investment contract and are

de-recognised on legal completion of the sale of an

investment.

Dividend income is not recognised as part of the fair

value movement of an investment but is recognised

separately as investment income through the other

distributable reserve when a share becomes ex-

dividend.

Acquisition of assets and liabilities from Albion

Development VCT PLC

On 19 December 2024 the Company acquired the

assets and liabilities of Albion Development VCT

PLC at their fair value. The directors have considered

the substance of the assets and activities of Albion

Development VCT PLC in determining whether this

represents the acquisition of a business. In this case

the combination is not judged to be an acquisition

of a business, and therefore is not considered to be

a business combination. Rather, the cost to acquire

the assets of Albion Development VCT PLC has been

allocated between the acquired identifiable assets

and liabilities based on their relative fair values on

the acquisition date without attributing any amount

to goodwill or to deferred taxes. Assets and liabilities

transferred comprised investments, cash, loan notes

and other receivables/payables. The shares issued

for the value of the net assets transferred have been

recognised in share capital and share premium, as

shown in the Statement of Changes in Equity.

The income and costs for the period up to 18 December

2024 and the comparable period for last year reflect

the activities of the Company before the acquisition

and after that date reflect those of the Company as

enlarged by the acquisition. Further information is

contained in note 10 on page 87.

Current assets and payables

Receivables (including debtors due after more than

one year), payables and cash are carried at amortised

cost, in accordance with FRS 102. Debtors due after

more than one year meet the definition of a financing

transaction and are held at amortised cost, and interest

will be recognised through capital over the credit

period using the effective interest method. There are no

financial liabilities other than payables.

Provisions falling due after one year

Provisions falling due after one year relate to the

performance incentive fee payable to the Manager. The

provision requires management to make judgements

and estimates under the Basis of Preparation. The

performance incentive fee provision is the best

estimate of the probable amounts payable in respect

of the five year performance measurement period for

the performance incentive fee. The most significant

assumption when calculating this amount, is that

of future performance. This has been calculated by

reference to the Company’s five year rolling historic

returns and has been corroborated by a portfolio return

analysis using appropriate benchmarks.

Investment income

Dividend income

Dividend income is included in revenue when the right

to receive payment has been established, normally the

ex-dividend date.

Unquoted loan stock income

Fixed returns on non-equity shares and debt securities

are recognised when the Company’s right to receive

payment and expect settlement is established. Where

interest is rolled up and/or payable at redemption then

it is recognised as income unless there is reasonable

doubt as to its receipt.

Bank deposit income

Interest income is recognised on an accruals basis

using the rate of interest agreed with the bank.

Fixed term funds income

Income from fixed term funds is recognised on an

accruals basis using the agreed rate of interest.

Notes to the Financial Statements

82 Albion Enterprise VCT PLC

Investment management fee, performance

incentive fee and other expenses

All expenses have been accounted for on an accruals

basis. Expenses are charged through the other

distributable reserve except the following which are

charged through the realised capital reserve:

• 90% of management fees and 100% of

performance incentive fees, if any, are allocated

to the realised capital reserve.

• Expenses which are incidental to the purchase or

disposal of an investment are charged through

the realised capital reserve.

Taxation

Taxation is applied on a current basis in accordance

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

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

period or past reporting periods using the tax rates and

laws that have been enacted or substantively enacted

at the financial reporting date. Taxation associated with

capital expenses is applied in accordance with the SORP.

Deferred tax is provided in full on all timing differences

at the reporting date. Timing differences are differences

between taxable profits and total comprehensive

income as stated in the Financial Statements that

arise from the inclusion of income and expenses in

tax assessments in periods different from those in

which they are recognised in the Financial Statements.

As a VCT the Company has an exemption from tax

on capital gains. The Company intends to continue

meeting the conditions required to obtain approval as a

VCT for the foreseeable future. The Company therefore,

should have no material deferred tax timing differences

arising in respect of the revaluation or disposal of

investments and the Company has not provided for any

deferred tax.

Share capital and reserves

Called-up share capital

This accounts for the nominal value of the Company’s

shares.

Share premium

This accounts for the difference between the price paid

for the Company’s shares and the nominal value of

those shares, less issue costs and transfers to the other

distributable reserve.

Capital redemption reserve

This reserve accounts for amounts by which the issued

share capital is diminished through the repurchase and

cancellation of the Company’s own shares.

Unrealised capital reserve

Increases and decreases in the valuation of

investments held at the year end against cost are

included in this reserve.

Realised capital reserve

The following are disclosed in this reserve:

• gains and losses compared to cost on the

realisation of investments, or permanent

diminutions in value (including gains

recognised on the realisation of investment

where consideration is deferred that are not

distributable as a matter of law);

• finance income in respect of the unwinding of the

discount on deferred consideration that is not

distributable as a matter of law;

• expenses, together with the related taxation

effect, charged in accordance with the above

policies; and

• dividends paid to equity holders where paid out

by capital.

Other distributable reserve

The special reserve, treasury share reserve and the

revenue reserve were combined in 2013 to form a

single reserve named “other distributable reserve”.

This reserve accounts for movements from the revenue

column of the Income statement, the payment of

dividends, the buy-back of shares, transfers from the

share premium and capital redemption reserve, and

other non-capital realised movements.

Dividends

Dividends by the Company are accounted for in the

period in which the liability to make the payment has

been established or approved at the Annual General

Meeting.

Segmental reporting

The Directors are of the opinion that the Company is

engaged in a single operating segment of business,

being investment in smaller companies principally

based in the UK.

Notes to the Financial Statements

83Albion Enterprise VCT PLC

Notes to the Financial Statements

3. Gains on investments

Year ended

31 March 2025

£’000

Year ended

31 March 2024

£’000

Unrealised gains on fixed asset investments 10,735 5,053

Realised gains/(losses) on fixed asset investments 5,988 (438)

Unwinding of discount on deferred consideration - 268

16,723 4,883

4. Investment income

Year ended

31 March 2025

£’000

Year ended

31 March 2024

£’000

Loan stock interest 909 762

Bank interest 738 505

Income from fixed term funds 725 324

Dividend income 370 106

2,742 1,697

5. Investment Manager’s fees

Year ended

31 March 2025

£’000

Year ended

31 March 2024

£’000

Investment management fees charged to revenue 364 256

Investment management fees charged to capital 3,278 2,307

Total investment management fee in the year 3,642 2,563

Movement in provision for performance incentive fee charged to capital 298 -

3,940 2,563

During the year, the Management Agreement was amended with effect from 19 December 2024. Further details of

the Management agreement under which the investment management fee and performance incentive fee are paid

is given in the Strategic report on pages 18 and 19.

During the year, services of a total value of £3,905,000 (2024: £2,822,000) were purchased by the Company from

Albion Capital Group LLP (“Albion”); this includes £3,642,000 (2024: £2,563,000) of management fee and £263,000

(2024: £259,000) of administration fee. There is no performance incentive fee payable in the year (2024: £nil). At

the financial year end, the amount due to Albion in respect of these services disclosed as accruals was £1,432,000

(2024: £762,000). The total annual running costs of the Company are capped at an amount equal to 2.5% of the

Company’s net assets, with any excess being met by Albion by way of a reduction in management fees.

A performance incentive fee provision of £298,000 (2024: £nil) has been recognised based on the Directors’ best

estimate and included in relation to potential performance incentive fees which arise from performance to 31

March 2025, which would become payable over the periods to 31 March 2029. The first possible payment will be

based on actual year end performance in relation to the five year period ending 31 March 2027. If the return for

the five year period exceeds the hurdle, the performance incentive fee for that period would become payable after

the adoption of the accounts at the 2027 AGM. Further details can be found in note 16.

84 Albion Enterprise VCT PLC

Notes to the Financial Statements

During the year, the Company was not charged by Albion in respect of Patrick Reeve’s services as a Director (2024:

£nil). Patrick retired as a Director on 19 December 2024.

Albion, its partners and staff (including Patrick Reeve) held 2,089,345 ordinary shares in the Company as at 31

March 2025.

Albion is, from time to time, eligible to receive arrangement fees and monitoring fees from portfolio companies.

During the year ended 31 March 2025, fees of £281,000 attributable to the investments of the Company were

received by Albion pursuant to these arrangements (2024: £173,000).

The Company has entered into an offer agreement relating to the Albion VCTs’ Prospectus Top Up Offers 2024/25

with the Company’s Manager, Albion, pursuant to which Albion received a fee of 3.0% of the gross proceeds of the

Offers and out of which Albion will pay the costs of the Offers, as detailed in the Prospectus.

6. Other expenses

Year ended

31 March 2025

£’000

Year ended

31 March 2024

£’000

Directors’ fees (including NIC) 121 122

Auditor’s remuneration for statutory audit services (excluding VAT) 69 53

Administration fee* 263 259

Merger costs** 464 -

Tax services 21 18

Other expenses 346 231

1,284 683

*An Administration fee cap was introduced post-merger from 19 December 2024. This cap resulted in a reduction in administration fee for the

period 19 December 2024 to 31 March 2025 of £101,000.

**These costs are exceptional and relate to the merger with Albion Development VCT PLC.

7. Directors’ fees

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

Year ended

31 March 2025

£’000

Year ended

31 March 2024

£’000

Directors’ fees 111 112

National insurance 10 10

121 122

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

Directors’ remuneration can be found in the Directors’ remuneration report on pages 65 to 68.

85Albion Enterprise VCT PLC

Notes to the Financial Statements

8. Tax on ordinary activities

Year ended

31 March 2025

£’000

Year ended

31 March 2024

£’000

UK corporation tax charge - -

Factors affecting the tax charge:

Year ended

31 March 2025

£’000

Year ended

31 March 2024

£’000

Profit on ordinary activities before taxation 14,241 3,334

Tax charge at the average companies rate of 25%

(2024: 25%) 3,560 834

Factors affecting the charge:

Non-taxable gains (4,181) (1,221)

Income not taxable (93) (27)

Non-deductibles expenses 8 -

Excess management expenses carried forward 706 414

- -

Notes

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

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

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

(iii) The Company has excess management expenses of £18,211,000 (2024: £15,326,000) that are available for offset against future profits.

A deferred tax asset of £4,553,000 (2024: £3,832,000) has not been recognised in respect of these losses as they will be recoverable only

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

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

9. Dividends

Year ended

31 March 2025

£’000

Year ended

31 March 2024

£’000

First interim dividend of 3.14p per share paid on 30 August 2024 (31 August

2023 – 3.22p per share) 3,488 3,247

Special dividend of 13.50p per share paid on 25 October 2024 (£nil) 14,990 -

Second interim dividend of 3.28p per share paid on 28 February 2025 (29

February 2024 – 3.06p per share) 7,361 3,062

Unclaimed dividends (17) (3)

25,822 6,306

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

March 2026 of 2.91 pence per share to be paid on 29 August 2025 to shareholders on the register on 1 August

2025. The total dividend will be approximately £6,974,000.

86 Albion Enterprise VCT PLC

Notes to the Financial Statements

10. Acquisition of the assets and liabilities of Albion Development VCT PLC

On 19 December 2024, the following assets and liabilities of Albion Development VCT PLC (“AADV”) were

transferred to the Company in exchange for the issue to AADV shareholders of 112,097,051 shares in the Company

at an issue price of 117.00092 pence per share:

£’000

Fixed asset investments 98,336

Receivables 1,002

Cash in bank and at hand 33,024

Payables (735)

Merger costs (AADV share) (472)

131,155

On 19 December 2024, AADV was placed into members’ voluntary solvent liquidation pursuant to a scheme of

reconstruction under section 110 of the Insolvency Act 1986.

The net asset value (“NAV”) per share of each VCT used for the purposes of conversion at the calculation date of 18

December 2024 were 117.00 pence per share and 88.76 pence per share for the Company and AADV respectively.

The conversion ratio for each AADV share was 0.75864110 Albion Enterprise VCT PLC share for each AADV share.

11. Basic and diluted return per share

Year ended 31 March 2025 Year ended 31 March 2024

Revenue Capital Total Revenue Capital Total

Profit attributable to equity shares (£’000) 1,094 13,147 14,241 758 2,576 3,334

Weighted average shares in issue (adjusted for treasury

shares)

144,242,082 101,138,059

Return attributable per equity share (pence) 0.76 9.11 9.87 0.75 2.55 3.30

The weighted average number of shares is calculated after adjusting for treasury shares of 18,185,333 (2024:

16,612,548).

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

dilution affecting the return per share. The basic return per share is therefore the same as the diluted return per

share.

87Albion Enterprise VCT PLC

Notes to the Financial Statements

12. Fixed asset investments

Investments held at fair value through profit or loss

31 March 2025

£’000

31 March 2024

£’000

Unquoted equity and preference shares 181,382 93,996

Unquoted loan stock 22,372 11,414

Quoted equity 63 103

203,817 105,513

31 March 2025

£’000

31 March 2024

£’000

Opening valuation 105,513 95,798

Purchases at cost 15,601 9,291

Transfer on merger 98,336 -

Disposal proceeds (32,273) (4,106)

Realised gains/(losses) 5,988 (438)

Movement in loan stock accrued income (83) (85)

Unrealised gains 10,735 5,053

Closing valuation 203,817 105,513

Movement in loan stock accrued income

Opening accumulated loan stock accrued income 83 168

Movement in loan stock accrued income (83) (85)

Closing accumulated loan stock accrued income - 83

Movement in unrealised gains

Opening accumulated unrealised gains 48,179 41,735

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

investments (18,875) 1,391

Movement in unrealised gains 10,735 5,053

Closing accumulated unrealised gains 40,039 48,179

Historic cost basis

Opening book cost 57,251 53,895

Purchases at cost 15,601 9,291

Transfer on merger 98,336 -

Disposals at cost (7,410) (5,935)

Closing book cost 163,778 57,251

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

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

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

on the basis that it is expected to be received in accordance with the accounting policy in note 2. Where loan

stock interest does not meet the note 2 recognition criteria for investment income, it forms part of the investment

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

unrealised gains and losses on investments.

88 Albion Enterprise VCT PLC

Notes to the Financial Statements

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

Valuation methodology

31 March 2025

£’000

31 March 2024

£’000

Cost and price of recent investment (calibrated and reviewed for impairment) 115,822 46,805

Revenue multiple 59,399 24,800

Discounted cash flow– supported by third party valuation 12,111 5,674

Earnings multiple – supported by third party valuation 7,305 4,552

Earnings multiple 6,489 2,703

Discounted offer price 1,608 20,795

Net assets 1,020 81

203,754 105,410

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

portfolio company and the comparable public companies based on company specific facts and circumstances.

The investment in Quantexa, valued at £54,065,000 at 31 March 2025 (which increased in value by £7,682,000

in the year) was valued using a discount to price of recent investment (calibrated and reviewed for impairment)

methodology. This was a result of a recent Series F funding round (which included external investors) for Quantexa,

which completed in March 2025, and which the Company made a small partial disposal of its holding. The Board

looked at market comparable data including growth rates when conducting its calibration exercise and considered

the methodology used was the most appropriate.

As part of the valuation process, the majority of the asset backed businesses also have an annual external third

party valuation performed to support the investment managers valuations. The third party valuers are experts in

their fields, and have access to many similar business transactions in those specialty areas, and form part of the

Manager’s fair value assessment.

89Albion Enterprise VCT PLC

Notes to the Financial Statements

Fair value investments had the following movements between valuation methodologies:

Change in valuation methodology (2024 to 2025)

Valuation at

31 March 2025

£’000 Explanatory note

Cost and price of recent investment (calibrated and

reviewed for impairment) to revenue multiple 9,680 More appropriate valuation methodology

Revenue multiple to cost and price of recent

investment (calibrated and reviewed for impairment) 5,565 More appropriate valuation methodology

Revenue multiple to discounted offer price 1,608

Offer accepted for portfolio company subject

to customary closing conditions and regulatory

approvals

The valuation will be the most appropriate valuation methodology for an investment within its market, with

regard to the financial health of the investment and the IPEV Guidelines. The Directors believe that, within these

parameters, these are the most appropriate methods of valuation as at 31 March 2025.

FRS 102 and the SORP requires the Company to disclose the inputs to the valuation methods applied to its

investments measured at FVTPL in a fair value hierarchy. The table below sets out fair value hierarchy definitions

using FRS102 s.2A.

Fair value hierarchy Definition

Level 1 Unadjusted quoted prices in an active market

Level 2 Inputs to valuations are from observable sources and are directly or indirectly derived from prices

Level 3 Inputs to valuations not based on observable market data

The quoted investment is valued according to Level 1 valuation methods (Arecor Therapeutics PLC shown on page

30). Unquoted equity, preference shares and loan stock are all valued according to Level 3 valuation methods.

Investments held at fair value through profit or loss (Level 3) had the following movements:

31 March 2025

£’000

31 March 2024

£’000

Opening balance 105,410 95,368

Purchases at cost 15,601 9,291

Transfer on merger 98,283 -

Disposal proceeds (32,273) (3,928)

Movement in loan stock accrued income (83) (85)

Realised gains/(losses) 5,988 (375)

Unrealised gains 10,828 5,139

Closing balance 203,754 105,410

The Directors are required to consider the impact of changing one or more of the inputs used as part of the

valuation process to reasonable possible alternative assumptions. 56% of the portfolio of investments is equity

that is valued based on recent investment price, discounted offer price, net assets and cost and is therefore not

sensitised. An additional 11% of the portfolio is loan stock, which typically has a fixed or floating charge on the

assets of the portfolio company, and has therefore also not been sensitised. For the remainder of the portfolio, the

Board has considered the reasonable possible alternative input assumptions on the valuation of the portfolio and

believes that changes to inputs (by adjusting the earnings and revenue multiples) could lead to a change in the fair

value of the portfolio. The Board has reviewed the Manager’s adjusted inputs for a number of the largest portfolio

companies (by value) which covers 16% of the portfolio, as shown in the table below. This has resulted in a total

coverage of 83% of all the portfolio of investments.

90 Albion Enterprise VCT PLC

Notes to the Financial Statements

The main inputs considered for each type of valuation is as follows:

Valuation technique Portfolio company sector Input

Base

Case*

Change

in input

Change in

fair value of

investments

(£’000)

Change in

NAV (pence

per share)

Revenue multiple Healthcare (including

digital healthcare)

Revenue

multiple

4.7x +0.5x 1,511 0.63

-0.5x (1,511) (0.63)

Revenue multiple Software & technology Revenue

multiple

9.0x +0.9x 873 0.36

-0.9x (873) (0.36)

Revenue multiple Software & technology Revenue

multiple

6.5x +0.6x 783 0.33

-0.6x (783) (0.33)

*As detailed in the accounting policies on page 81, the base case is based on market comparables, discounted where appropriate for

marketability, in accordance with the IPEV guidelines.

The impact of these changes could result in an overall increase in the valuation of the unquoted equity investments

by £3,167,000 (1.7%) or a decrease in the valuation of equity investments by £3,167,000 (1.7%). The percentages

are calculated on the unquoted equity investments of £181,382,000.

13. Significant interests

The principal activity of the Company is to select and hold a portfolio of investments. Although the Company,

through the Manager, will, in some cases, be represented on the Board of the portfolio company, it will not take a

controlling interest or become involved in the management. The size and structure of the companies with unquoted

securities may result in certain holdings in the portfolio representing a participating interest without there being

any partnership, joint venture or management consortium agreement. The investment listed below is held as part

of an investment portfolio and therefore, as permitted by FRS 102 section 14.4B, it is measured at FVTPL and not

accounted for using the equity method.

The Company has interests of greater than 20% of the nominal value of any class (some of which are non-voting)

of the allotted shares in the portfolio company on 31 March 2025 as described below:

Company

Registered

postcode

Loss before

tax

£’000

Aggregate

capital and

reserves

£’000

Result for year

ended

% class and

share type

% total

voting rights

Greenenerco Limited EC1M 5QL, UK n/a* 260 31 March 2024 32.6%

A ordinary

32.6%

Proveca Limited M2 3DE, UK (1,381) (705) 31 July 2024 21.4%

D-I ordinary

21.4%

The Street by Street

Solar Programme

Limited

EC1M 5QL, UK n/a* (936) 30 November

2023

21.0%

A ordinary

21.0%

Regenerco Renewable

Energy Limited

NG1 5AQ, UK n/a* (586) 31 December

2023

24.4%

A ordinary

24.4%

Alto Prodotto Wind

Limited

EC1M 5QL, UK n/a* 546 31 March 2024 20.5%

ordinary

20.5%

Formicor

Pharmaceuticals

Limited

EC1M 5QL, UK n/a** n/a** n/a** 24.0%

seed

preference

24.0%

*Filleted accounts which do not disclose this information.

**The Company has not filed accounts to date.

91Albion Enterprise VCT PLC

Notes to the Financial Statements

14. Current assets

Trade and other receivables

31 March 2025

£’000

31 March 2024

£’000

Prepayments and accrued income 38 98

Other receivables 188 37

Deferred consideration under one year 2,329 41

2,555 176

The deferred consideration under one year relates to the balance of proceeds due arising from the sale of several

investments during the year. Deferral is in line with contractual terms and is expected to be settled in the coming

year. No amounts are past due at the balance sheet date.

The Directors consider that the carrying amount of receivables is not materially different to their fair value.

15. Payables: amounts falling due within one year

31 March 2025

£’000

31 March 2024

£’000

Trade payables 148 525

Accruals and deferred income 1,545 830

1,693 1,355

The Directors consider that the carrying amount of payables is not materially different to their fair value.

16. Provisions and significant estimates

31 March

2025

£’000

31 March

2024

£’000

Opening performance incentive fee provision - -

Charged to profit and loss 298 -

Amounts charged against provision - -

Closing performance incentive fee provision 298 -

In accordance with the AIC SORP and FRS 102, a provision for a performance incentive fee (“PIF”) is required to

be estimated and accounted for in the financial statements. The PIF is calculated on a five year rolling average

performance basis, with a 5% hurdle applied to the opening net asset value each year, which is in line with our

current dividend target.

Any PIF is only paid on actual year end audited results, and therefore the provision of £298,000 is the Board’s best

estimate of the potential obligation relating to the inclusion of realised performance from 1 April 2020 to 31 March

2025 and would be payable, if earned, over the three years from 31 March 2027 to 31 March 2029.

The most significant assumption when calculating this amount, is that of future performance. Audited financial

results for the period from 1 April 2023 to 31 March 2025 are included in the calculation; a forecast has been used

for future years assuming performance is achieved in line with the five year historic rolling average. The provision

included in the financial statements has been calculated on this basis and has been corroborated by a portfolio

return analysis using appropriate benchmarks.

92 Albion Enterprise VCT PLC

Notes to the Financial Statements

The average blended return per annum over each rolling five year period since the Company’s inception and Albion

Development VCT PLC’s inception to the date of approval of the new performance fee arrangements was 6.54%.

This smooths the performance through the various economic events and cycles seen since inception. This has

resulted in a provision of £298,000 at 31 March 2025. The amount due at 31 March 2025 is £nil and no amount

will be payable until the end of the first 5 year period that ends on 31 March 2027 at the earliest.

17. Called-up share capital

Allotted, called-up and fully paid: £’000

128,442,503 ordinary shares of 1 penny each at 31 March 2024 1,284

132,745,981 ordinary shares of 1 penny each issued during the year* 1,327

3,341,893 ordinary shares of 1 penny each cancelled during the year (33)

257,846,591 ordinary shares of 1 penny each at 31 March 2025 2,578

16,612,548 ordinary shares of 1 penny each held in treasury at 31 March 2024 (166)

1,572,785 ordinary shares of 1 penny each purchased during the year to be held in treasury (16)

18,185,333 ordinary shares of 1 penny each held in treasury at 31 March 2025 (182)

Voting rights of 239,661,258 ordinary shares of 1 penny each at 31 March 2025 2,397

*This includes 112,097,051 shares issued to Albion Development VCT PLC shareholders as part of the merger. More details on this can be found

in note 10.

The Company purchased 1,572,785 shares (2024: 2,054,182) to be held in treasury at a nominal value of £15,728

and a cost of £1,966,000 (2024: £2,450,000) representing 0.61% of the shares in issue on 31 March 2025, leading

to a balance of 18,185,333 shares (2024: 16,612,548) in treasury representing 7.1% (2024: 12.9%) of the shares in

issue on 31 March 2025.

The Company also purchased 3,341,893 ordinary shares for cancellation (2024: nil) during the year at a total cost

of £3,701,000 which is included within the other distributable reserve.

Under the terms of the Dividend Reinvestment Scheme, the following new ordinary shares of nominal value 1 penny

each were allotted during the year:

Date of allotment

Number of

shares allotted

Aggregate

nominal value

of shares

(£’000)

Issue price

(pence per share)

Net

invested

(£’000)

Opening

market price on

allotment date

(pence per share)

30 August 2024 416,507 4 132.96 533 126.00

25 October 2024 1,987,326 20 119.46 2,353 113.50

28 February 2025 1,062,950 11 113.72 1,187 108.50

3,466,783 4,073

Under the terms of the Albion VCTs Prospectus Top Up Offers 2023/24 and 2024/25, the following new ordinary

shares of nominal value 1 penny each, were allotted during the year:

93Albion Enterprise VCT PLC

Date of allotment

Number of

shares allotted

Aggregate

nominal value

of shares

(£’000)

Issue price

(pence per share)

Net

consideration

received*

(£’000)

Opening market

price on allot-

ment date (pence

per share)

16 April 2024 82,167 1 128.70 104 119.50

16 April 2024 15,460 - 129.36 19 119.50

16 April 2024 266,592 3 130.03 336 119.50

21 March 2025 2,914,373 29 117.94 3,369 110.50

21 March 2025 897,278 9 118.55 1,037 110.50

21 March 2025 13,006,277 130 119.16 15,034 110.50

17,182,147 19,899

*Net consideration received is calculated as the amount received by the Company after Offer costs of up to 3.0% as detailed in the Prospectus.

18. Basic and diluted net asset value per share

31 March 2025

(pence per share)

31 March 2024

(pence per share)

Basic and diluted net asset value per share 116.22 125.77

The basic and diluted net asset value per share at the year end is calculated in accordance with the Articles of

Association and is based upon total shares in issue (less treasury shares) of 239,661,258 at 31 March 2025 (2024:

111,829,955).

19. Capital and financial instruments risk management

The Company’s capital comprises ordinary shares as described in note 17. The Company is permitted to buy-back

its own shares for cancellation or treasury purposes.

The Company’s financial instruments comprise equity and loan stock investments in quoted and unquoted

companies, cash balances, receivables and payables which arise from its operations. The main purpose of these

financial instruments is to generate cash flow and revenue and capital appreciation for the Company’s operations.

The Company has no gearing or other financial liabilities apart from short term payables. The Company does not

use any derivatives for the management of its Balance sheet.

The principal financial instrument risks arising from the Company’s operations are:

• investment or market risk (which comprises investment price and cash flow interest rate risk);

• credit risk; and

• liquidity risk.

The Board regularly reviews and agrees policies for managing each of these risks. There have been no changes in

the nature of the risks that the Company has faced during the past year, and apart from where noted below, there

have been no changes in the objectives, policies or processes for managing risks during the past year. The key risks

are summarised below.

Market risk

As a Venture Capital Trust, it is the Company’s specific nature to evaluate and control the market risk of its portfolio

in quoted and unquoted companies, details of which are shown on pages 29 to 30. Market risk is the exposure of

the Company to the revaluation and devaluation of investments. The main driver of market risk is the operational

and financial performance of the portfolio company and the dynamics of market quoted comparators. The

Manager receives management accounts from portfolio companies and members of the investment management

Notes to the Financial Statements

94 Albion Enterprise VCT PLC

team often sit on the boards of unquoted portfolio companies; this enables the close identification, monitoring and

management of investment risk.

The Manager and the Board formally review market risk, both at the time of initial investment and at quarterly

Board meetings.

The Board monitors the prices at which sales of investments are made to ensure that profits to the Company are

maximised, and that valuations of investments retained within the portfolio are appropriately realistic compared to

prices being achieved in the market for sales of quoted and unquoted investments.

The maximum investment risk as at the balance sheet date is the value of the fixed asset investment portfolio

which is £203,817,000 (2024: £105,513,000). Fixed asset investments form 73% of the net asset value as at 31

March 2025 (2024: 75%).

More details regarding the classification of fixed asset investments are shown in note 12.

Investment risk (including investment price risk)

Investment risk (including investment price risk) is the risk that the fair value of future investment cash flows will

fluctuate due to factors specific to an investment instrument or to a market in similar instruments. As a Venture

Capital Trust, the Company invests in accordance with the investment policy set out on page 7. The management

of risk within the venture capital portfolio is addressed through careful investment selection, by diversification

across different industry segments, by maintaining a wide spread of holdings in terms of financing stage and by

limitation of the size of individual holdings. The Directors monitor the Manager’s compliance with the investment

policy, review and agree policies for managing this risk and monitor the overall level of risk on the investment

portfolio on a regular basis.

Valuations are based on the most appropriate valuation methodology for an investment within its market,

with regard to the financial health of the investment and the IPEV Guidelines. Details of the industries in which

investments have been made are contained in the Portfolio of investments section on pages 29 to 30 and in the

Strategic report.

As required under FRS 102 the Board is required to illustrate by way of a sensitivity analysis the extent to which the

assets are exposed to market risk. In order to show the impact of sensitivity in market movements on the Company,

a 10% increase or decrease in the valuation of the fixed asset investment portfolio (keeping all other variables

constant) would increase or decrease the net asset value and return for the year by £20,382,000. A 20% increase

or decrease in the valuation of the fixed asset investment portfolio (keeping all other variables constant) would

increase or decrease the net asset value and return for the year by £40,764,000. A 10% to 20% sensitivity has been

selected given that most fluctuations of both the Company and the FTSE All-Share Index’s historical performance

have been within this range and has been deemed appropriate based on the current level of uncertainty and

volatility in markets around the world.

Further sensitivity analysis on fixed asset investments is included in note 12.

Interest rate risk

The Company is exposed to fixed and floating rate interest rate risk on its financial assets. On the basis of the

Company’s analysis, it was estimated that a rise or fall of 1% in all interest rates would have increased or decreased

the investment income for the year by approximately £552,000 (2024: £346,000).

The weighted average effective interest rate applied to the Company’s unquoted loan stock during the year

was approximately 8.5% (2024: 9.1%). The weighted average period to maturity for the unquoted loan stock is

approximately 3.6 years (2024: 3.1 years).

Notes to the Financial Statements

95Albion Enterprise VCT PLC

Notes to the Financial Statements

The Company’s financial assets and liabilities, all denominated in pounds sterling, consist of the following:

31 March 2025 31 March 2024

Fixed

rate

£’000

Floating

rate

£’000

Non-

interest

bearing

£’000

Total

£’000

Fixed

rate

£’000

Floating

rate

£’000

Non-

interest

bearing

£’000

Total

£’000

Unquoted

equity - - 181,382 181,382 - - 93,996 93,996

Quoted equity - - 63 63 - - 103 103

Unquoted loan

stock 17,797 - 4,575 22,372 8,485 - 2,929 11,414

Receivables* - - 2,517 2,517 - - 143 143

Current

liabilities - - (1,693) (1,693) - - (1,355) (1,355)

Cash 28,152 45,993 - 74,145 12,427 23,887 - 36,314

45,949 45,993 186,844 278,786 20,912 23,887 95,816 140,615

*The receivables do not reconcile to the Balance sheet as prepayments are not included in the above table.

Credit risk

Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or

commitment that it has entered into with the Company. The Company is exposed to credit risk through its

receivables, investment in unquoted loan stock and through the holding of cash on deposit with banks.

The Manager evaluates credit risk on loan stock prior to investment, and as part of its ongoing monitoring

of investments. In doing this, it takes into account the extent and quality of any security held. For loan stock

investments made prior to 6 April 2018, which account for 69% of loan stock value, typically loan stock instruments

have a fixed or floating charge, which may or may not have been subordinated, over the assets of the portfolio

company in order to mitigate the gross credit risk.

The Manager receives management accounts from portfolio companies, and members of the investment

management team often sit on the boards of unquoted portfolio companies; this enables the close identification,

monitoring and management of investment specific credit risk.

The Manager and the Board formally review credit risk (including receivables) and other risks, both at the time of

initial investment and at quarterly Board meetings.

The Company’s total gross credit risk as at 31 March 2025 was limited to £22,372,000 (2024: £11,414,000) of

unquoted loan stock instruments, £74,145,000 (2024: £36,314,000) of cash deposits with banks and £2,555,000

(2024: £176,000) of other receivables.

At the balance sheet date, cash in bank and at hand held by the Company was held with Lloyds Bank plc, Scottish

Widows Bank plc (part of Lloyds Banking Group), Barclays Bank plc, Bank of Montreal, Nordea Bank Abp, and

National Westminster Bank plc. Credit risk on cash transactions was mitigated by transacting with counterparties

that are regulated entities subject to prudential supervision, with high credit ratings assigned by international

credit-rating agencies.

The Company has an informal policy of limiting counterparty banking and floating rate note exposure to a

maximum of 20% of net asset value for any one counterparty.

The credit profile of unquoted loan stock is described under liquidity risk below.

96 Albion Enterprise VCT PLC

Notes to the Financial Statements

Liquidity risk

Liquid assets are held as cash on current account, on deposit, in bonds or short term money market accounts.

Under the terms of its Articles, the Company has the ability to borrow up to 10% of its adjusted share capital and

reserves of the latest published audited Balance sheet, which amounts to £27,155,000 as at 31 March 2025 (2024:

£13,713,000).

The Company has no committed borrowing facilities as at 31 March 2025 (2024: nil). The Company had cash

balances of £74,145,000 (2024: £36,314,000). The main cash outflows are for new investments, share buy-backs

and dividend payments, which are within the control of the Company. The Manager formally reviews the cash

requirements of the Company on a monthly basis, and the Board on a quarterly basis, as part of its review of

management accounts and forecasts. The Company’s financial liabilities which are predominantly short term in

nature total £1,991,000 as at 31 March 2025 (2024: £1,355,000).

The carrying value of loan stock investments as analysed by expected maturity dates is as follows:

31 March 2025 31 March 2024

Redemption date

Fully

performing

£’000

Past due

£’000

Valued

below cost

£’000

Total

£’000

Fully

performing

£’000

Past due

£’000

Valued

below cost

£’000

Total

£’000

Less than one year 10,561 - 1,610 12,171 6,966 - 81 7,047

1-2 years 387 - - 387 567 - - 567

2-3 years 13 - - 13 47 - - 47

3-5 years 4,259 - - 4,259 1,315 - - 1,315

5+ years 5,542 - - 5,542 2,438 - - 2,438

Total 20,762 - 1,610 22,372 11,333 - 81 11,414

Loan stock can be past due as a result of interest or capital not being paid in accordance with contractual terms.

The cost of loan stock investments valued below cost is £2,530,000 (2024: £95,000). This has increased over the

last year due to the investments acquired through the merger with Albion Development VCT PLC.

The Company does not hold any assets as the result of the enforcement of security during the period and believes

that the carrying values for both those valued below cost and past due assets are covered by the value of security

held for these loan stock investments.

In view of the factors identified above, the Board considers that the Company is subject to low liquidity risk.

Fair values of financial assets and financial liabilities

All the Company’s financial assets and liabilities as at 31 March 2025 are stated at fair value as determined by

the Directors, with the exception of receivables, payables and cash which are carried at amortised cost. There are

no financial liabilities other than payables. The Company’s financial liabilities are all non-interest bearing. It is the

Directors’ opinion that the book value of the financial liabilities is not materially different to the fair value and all

are payable within one year.

20. Commitments and contingencies

The Company had no financial commitments in respect of investments as at 31 March 2025 (2024: £nil).

There are no contingent liabilities or guarantees given by the Company as at 31 March 2025 (2024: £nil).

97Albion Enterprise VCT PLC

21. Post balance sheet events

Since the year end, the Company has had the following material post balance sheet events.

• Investments totalling £10.7 million in four new and eight existing portfolio companies; and

• Deferred consideration of £2.3 million received from the sale of Egress Software Technologies.

Cancellation of share premium account

The Company obtained authority to cancel the amount standing to the credit of its share premium account at the

General Meeting on 11 December 2024. The purpose of the proposal was to increase the distributable reserves

available to the Company for the payment of dividends, the buy-back of shares, and for other corporate purposes.

The proposal received the consent of the Court on 13 May 2025, and the changes have been registered at

Companies House on 20 May 2025. Over time, this will create additional distributable reserves of £195.5 million.

22. Related party transactions

Other than transactions with the Manager as disclosed in note 5 and the Directors’ remuneration disclosed in

the Directors’ remuneration report on pages 65 to 68, there are no other related party transactions or balances

requiring disclosure.

Notes to the Financial Statements

98 Albion Enterprise VCT PLC

99Albion Enterprise VCT PLC

AIC

Association of Investment Companies.

Albion or Albion Capital

Albion Capital Group LLP

Alternative performance measure (“APM”)

An APM is a financial measure of historical or future financial performance, financial position, or cash flows,

other than a financial measure defined or specified in the applicable financial reporting framework. APMs provide

shareholders with useful information on the performance of the business. A number of terms within this glossary

are considered an APM.

Cumulative dividends paid (APM)

The total amount of dividend distributions by the Company since launch in 2006 to the year end. Dividends paid in

the year are shown in note 9.

AADV

Albion Development VCT PLC.

Merger with AADV

Details on the merger with AADV which completed on 19 December 2024 can be found in the circular at:

www.albion.capital/mergers.

Movement in total shareholder value

Calculated using the total shareholder value per share for the year divided by the opening Net Asset Value.

Net asset value (“NAV”)

The value of the Company’s total assets less its total liabilities. This equals the total equity shareholders’ funds.

Net asset value per share (“NAV per share”)

NAV per share is calculated as net asset value divided by the number of ordinary shares in issue (excluding Treasury

shares).

Ongoing charges ratio (APM)

Calculated using The Association of Investment Companies’ (AIC) recommended methodology. This figure shows

shareholders the total recurring annual running expenses (including investment management fees charged to

capital reserves) as a percentage of the average net assets attributable to shareholders.

Ongoing charges ratio calculation

Year ended

31 March 2025

£’000

Year ended

31 March 2024

£’000

A Recurring annual running expenses 4,430 3,235

B Average net assets 181,422 129,423

Ongoing charges (A/B) 2.44% 2.50%

Pps

Pence per share.

Shareholder return (APM)

Calculated as the movement in total shareholder value per share for the year. The shareholder return for the year is

GLOSSARY OF TERMS

INFORMATION

& FINANCIALS

Glossary of terms

100 Albion Enterprise VCT PLC

calculated as closing NAV at 31 March 2025 of 116.22pps, adding the dividends paid in the year of 19.92pps, less

the opening NAV at 1 April 2024 of 125.77pps. This gives a 10.37pps shareholder return in the year.

Shareholder return percentage (APM)

Calculated as the Shareholder return divided by the opening NAV. The shareholder return percentage for the year

ended 31 March 2025 is 10.37pps divided by the opening NAV of 125.77pps. This gives an 8.24% shareholder

return percentage.

Total shareholder value per share (APM)

Calculated using the NAV per share plus dividends paid per ordinary share since launch in 2006. This shows

shareholders the returns both in terms of the performance of the Company but also including dividends issued from

the Company which no longer form part of the Company’s assets. Total shareholder return per share over the past

10 years (rebased to 100 and with dividends reinvested) can be found in the graph on page 8.

Total shareholder return per share (with dividends reinvested) (APM)

The total shareholder return per share to the shareholder including original amount invested (rebased to 100) from

1 April 2015 assuming that dividends were invested at the net asset value of the Company at the time that the

shares were quoted ex-dividend. Transaction costs are not taken into account.

Total return to shareholders in a period (APM)

This return comprises dividends paid and the change in net asset value over the relevant periods. For example, the

5 year total return to shareholders is calculated as the closing period NAV at 31 March 2025 of 116.22pps and the

opening NAV on 1 April 2020 of 106.54pps. Total dividends paid in this 5 year period were 44.22pps. This gives a

total return to shareholders in this 5 year period of 53.90pps.

Total return to shareholders percentage (APM)

This percentage is calculated as the total return to shareholders in a period divided by the opening NAV. For

example, the 5 year total return to shareholders percentage is the shareholder return for the period (53.90pps per

the above calculation), divided by the opening NAV on 1 April 2020 of 106.54pps. This gives a 5 year total return to

shareholders percentage of 50.60%.

Voting rights

Each ordinary share in the Company is entitled to one vote. Total voting rights is therefore the total number of

ordinary shares (except for treasury shares, which have no right to dividends or voting rights) in the Company.

SHAREHOLDERS SHOULD TAKE NOTE THAT THIS WILL BE A VIRTUAL AGM AND FURTHER DETAILS WILL BE

MADE AVAILABLE AT WWW.ALBION.CAPITAL/VCT-FUNDS/AAEV.

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Albion Enterprise VCT PLC (the “Company”) will be

held virtually at noon on 10 September 2025 for the following purposes of considering and, if thought fit, to pass

the following resolutions, of which resolutions 1 to 11 will be proposed as ordinary resolutions and resolutions 12

and 13 will be proposed as special resolutions.

Ordinary Business

1. To receive and adopt the Company’s accounts for the year ended 31 March 2025 together with the Strategic

report and the reports of the Directors and Auditor.

2. To approve the Directors’ remuneration report for the year ended 31 March 2025.

3. To re-elect Christopher Burrows as a director of the Company.

4. To re-elect Philippa Latham as a director of the Company.

5. To re-elect Rhodri Whitlock as a director of the Company.

6. To elect Ben Larkin as a director of the Company.

7. To elect Lord O’Shaughnessy as a director of the Company.

8. To re-appoint Johnston Carmichael LLP as Auditor of the Company to hold office from conclusion of the

meeting to the conclusion of the next meeting at which audited accounts are to be laid.

9. To authorise the Directors to agree the Auditor’s remuneration.

Special Business

10. Authority to allot shares

That the Directors be and hereby are generally and unconditionally authorised in accordance with section

551 of the Companies Act 2006 (the “Act”) to exercise all powers of the Company to allot ordinary shares

of 1 penny each in the Company (“Shares”) up to an aggregate nominal amount of £515,693 (representing

approximately 20% of the issued ordinary share capital as at the date of this Notice) provided that this

authority shall expire 15 months from the date that this resolution is passed, or if earlier, at the conclusion

of the Annual General Meeting of the Company to be held in 2026, but so that the Company may, before

the expiry of such period, make an offer or agreement which would or might require Shares to be allotted or

rights to subscribe for or convert securities into Shares to be granted after such expiry and the Directors may

allot Shares pursuant to such an offer or agreement as if this authority had not expired.

11. Renewal of the Company’s dividend reinvestment scheme and authority to allot shares under the scheme

That, in accordance with article 117 of the Company‘s articles of association (the “Articles”), the Directors be

and are hereby authorised to continue to apply the Company’s dividend reinvestment scheme on the terms and

conditions of that scheme (as set out on the Company’s webpage at www.albion.capital/vct-funds/AAEV) and

to apply such scheme to all dividends that may be declared on the Shares within the period from the passing

of this resolution 11 and ending at the conclusion of the fifth Annual General Meeting of the Company to be

held following the date of this meeting and, in addition to the authority contained in resolution number 10,

the Directors be and hereby are generally and unconditionally authorised in accordance with section 551 of

the Act to exercise all powers of the Company to allot Shares up to an aggregate nominal amount of £257,847

(representing approximately 10% of the issued ordinary share capital as at the date of this Notice) pursuant to

the terms and conditions of the dividend reinvestment scheme referred to above and to apply that scheme to all

dividends declared or paid in the period commencing on the date of this resolution 11 and ending on the later

of 15 months from the date that this resolution is passed, or if earlier, at the conclusion of the Annual General

Meeting of the Company to be held in 2026.

NOTICE OF ANNUAL GENERAL MEETING

101Albion Enterprise VCT PLC

INFORMATION

& FINANCIALS

12. Authority for the disapplication of pre-emption rights

That, subject to the authority and conditional on the passing of resolution number 10, the Directors be and

hereby are empowered, in accordance with sections 570 and 573 of the Act, to allot equity securities (within

the meaning of section 560 of the Act) for cash pursuant to the authority conferred by resolution number 10

and/or sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Act did

not apply to any such allotment or sale.

Under this power the Directors may impose any limits or restrictions and make any arrangements which they

deem necessary or expedient to deal with any treasury shares, fractional entitlements, record dates, legal,

regulatory or practical problems in, or laws of, any territory or other matter, arising under the laws of, or the

requirements of any recognised regulatory body or any stock exchange in, any territory or any other matter.

This power shall expire 15 months from the date that this resolution is passed or, if earlier, the conclusion of

the Annual General Meeting of the Company to be held in 2026, save that the Company may, before such

expiry, make an offer or agreement which would or might require equity securities to be allotted after such

expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if this

power had not expired.

13. Authority to purchase own shares

That, subject to and in accordance with the Articles, the Company be and hereby are generally and

unconditionally authorised, pursuant to and in accordance with section 701 of the Act, to make market

purchases (within the meaning of section 693(4) of the Act) of Shares on such terms as the Directors think fit,

provided always that:

a) the maximum aggregate number of Shares hereby authorised to be purchased is 38,651,204 Shares or, if

lower, such number of Shares representing 14.99% of the issued ordinary share capital of the Company as

at the date of the passing of this resolution;

b) the minimum price, exclusive of any expenses, which may be paid for a Share is 1 penny;

c) the maximum price which may be paid for a Share shall be an amount equal to the higher of (a) 5% above

the average of the middle market quotations for a Share taken from the London Stock Exchange Daily

Official List for the five business days immediately preceding the date on which the share is purchased;

and (b) the amount stipulated by Article 5(6) of the Market Abuse Regulation (596/2014/EU) (as such

regulation forms part of UK law as amended);

d) the authority hereby conferred shall, unless previously revoked, varied or renewed, expire 15 months from

the date that this resolution is passed or, if earlier, at the conclusion of the Annual General Meeting of the

Company to be held in 2026; and

e) the Company may enter into a contract or contracts to purchase Shares under this authority before the

expiry of the authority which will or may be executed wholly or partly after the expiry of the authority,

and may make a purchase of shares in pursuance of any such contract or contracts as if the authority

conferred hereby had not expired.

By Order of the Board

Albion Capital Group LLP

Company Secretary

Registered office

1 Benjamin Street

London, EC1M 5QL

22 July 2025

Albion Enterprise VCT PLC is registered in England and Wales with company number 05990732.

102 Albion Enterprise VCT PLC

Notice of Annual General Meeting

Notes

1. Members entitled to participate virtually in, speak and vote at the Annual General Meeting (“AGM”) may appoint a proxy

or proxies (who need not be a member of the Company) to exercise these rights in their place at the AGM. A member may

appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares.

Proxies may only be appointed by:

• completing and returning the Form of Proxy enclosed with this Notice to Computershare Investor Services PLC, The

Pavilions, Bridgwater Road, Bristol BS99 6ZY; or

• going to www.eproxyappointment.com and following the instructions provided there; or

• by having an appropriate CREST message transmitted, if you are a user of the CREST system (including CREST personal

members).

Return of the Form of Proxy will not preclude a member from participating virtually in the meeting and voting. A member

may not use any electronic address provided in the Notice of this meeting to communicate with the Company for any

purposes other than those expressly stated.

To be effective the Form of Proxy must be completed in accordance with the instructions and received by the Registrars of the

Company by noon on 8 September 2025.

At the AGM, all resolutions will be voted on by way of a poll. On a vote by poll, every shareholder who participates virtually or

by proxy has one vote for every ordinary share of which they are the holder.

In accordance with good governance practice, the Company is offering shareholders use of an online service, offered by the

Company’s registrar, Computershare Investor Services, at www.eproxyappointment.com. Shareholders can use this service

to vote or appoint a proxy online.The same voting deadline of noon on 8 September 2025 applies as if you were using your

Personalised Voting Form to vote, or appoint a proxy by post to vote for you.Shareholders who hold their shares electronically

may submit their votes through CREST, by submitting the appropriate and authenticated CREST message so as to be

received by the Company’s registrar not later than two business days before the start of the meeting. Instructions on how to

vote through CREST can be found by accessing the following website: www.euroclear.com. Shareholders should not show this

information to anyone unless they wish to give proxy instructions on their behalf.

2. Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 (“the

Act”) to enjoy information rights (a “Nominated Person”) may, under an agreement between him or her and the member by

whom he or she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM.

If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he or she may, under any such

agreement, have a right to give instructions to the member as to the exercise of voting rights.

The statement of rights of members in relation to the appointment of proxies in note 1 above does not apply to Nominated

Persons. The rights described in that note can only be exercised by members of the Company.

3. To be entitled to participate virtually in and vote at the AGM (and for the purpose of the determination by the Company of

the votes they may cast), members must be registered in the register of members of the Company at noon on 8 September

2025 (or, in the event of any adjournment, on the date which is two business days before the time of the adjourned meeting).

Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person

to participate virtually and vote at the meeting.

4. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so

for this AGM and any adjournment(s) by using the procedures described in the CREST Manual. CREST personal members or

other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer

to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message

(a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK and Ireland Limited’s

specifications, and must contain the information required for such instruction, as described in the CREST Manual (available

via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment

to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the

issuer’s agent by noon on 8 September 2025. For this purpose, the time of receipt will be taken to be the time (as determined

by the time stamp applied to the message by the CREST Application Host) from which the issuer’s agent is able to retrieve

the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies

appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK and

Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings

and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST

member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a

voting service provider, to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be

necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection,

103Albion Enterprise VCT PLC

Notice of Annual General Meeting

CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those

sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the

Uncertificated Securities Regulations 2001.

5. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of

its powers as a member provided that they do not do so in relation to the same shares.

6. A copy of this Notice, and other information regarding the meeting, as required by section 311A of the Act, is available from

www.albion.capital/vct-funds/AAEV under the ‘Financials’ section.

7. Any member participating virtually in the meeting has the right to ask questions. The Company must cause to be answered

any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do

so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (b) the

answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of

the Company or the good order of the meeting that the question be answered.

Given that the Company has some 11,500 shareholders, to enable the Board and the Manager to respond to questions,

and to ensure sufficient time is devoted to managing the assets on behalf of the shareholders, the Directors ask that the

members submit no more than two questions per shareholder, which should be of a substantive nature and relating to the

business being dealt with at the meeting.

8. Copies of letters of appointment between the Directors and the Company will be available for inspection at the registered

office of the Company during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays)

from the date of this Notice until the conclusion of the meeting.

9. Under section 527 of the Act members meeting the threshold requirements set out in that section have the right to require

the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts

(including the Auditor’s report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstances

connected with an Auditor of the Company ceasing to hold office since the previous meeting at which the annual accounts

and reports were laid in accordance with section 437 of the Act. The Company may not require the members requesting

any such website publication to pay its expenses in complying with section 527 and 528 of the Act. Where the Company is

required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company’s

Auditor not later than the time when it makes the statement available on the website. The business which may be dealt

with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on a

website.

10. Members satisfying the thresholds in Section 338 of the Companies Act 2006 may require the Company to give, to members

of the Company entitled to receive notice of the AGM, notice of a resolution which those members intend to move (and

which may properly be moved) at the AGM. A resolution may properly be moved at the AGM unless (i) it would, if passed,

be ineffective (whether by reason of any inconsistency with any enactment of the Company’s constitution or otherwise); (ii)

it is defamatory of any person; or (iii) it is frivolous or vexatious. The business which may be dealt with at the AGM includes

a resolution circulated pursuant to this right. A request made pursuant to this right may be in hard copy or electronic form,

must identify the resolution of which notice is to be given, must be authenticated by the person(s) making it and must be

received by the Company not later than 6 weeks before the date of the AGM.

11. Members satisfying the thresholds in Section 338A of the Companies Act 2006 may request the Company to include in the

business to be dealt with at the AGM any matter (other than a proposed resolution) which may properly be included in the

business at the AGM.

A matter may properly be included in the business at the AGM unless (i) it is defamatory of any person; or (ii) it is frivolous

or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the matter

to be included in the business, must be accompanied by a statement setting out the grounds for the request, must be

authenticated by the person(s) making it and must be received by the Company not later than 6 weeks before the date of the

AGM.

12. As at 21 July 2025 being the latest practicable date prior to the publication of this Notice, the Company’s issued share

capital consists of 257,846,591 Shares with a nominal value of 1 penny each. The Company also holds 18,185,333 Shares in

treasury. Therefore, the total voting rights in the Company as at 21 July 2025 are 239,661,258.

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104 Albion Enterprise VCT PLC