Registered number 07142153

Calculus VCT plc

Report and Accounts

For the year ended 28 February 2022

(Company number 07142153)

About Calculus VCT plc

OUR AIM

Calculus VCT is a tax efficient listed company, which aims to achieve long-term returns,

including tax-free dividends, for investors.

INVESTMENT OBJECTIVE

To invest primarily in a diverse portfolio of VCT qualifying UK growth companies whether

unquoted or traded on AIM.

Investments are made selectively across a range of sectors in companies that have the

potential for long-term growth. Our investment is intended to support those companies to

grow, innovate and scale up.

The Investment Objective has been met historically, enabling the Company to

deliver target returns of a dividend of 4.5% of NAV to date.

DIVIDEND OBJECTIVE

Your Board aims to maintain a regular tax-free annual dividend mindful of the

need to maintain net asset value.

The ability to meet these twin objectives depends significantly on the level and

timing of profitable realisations and cannot be guaranteed.

3 
Contents 
 
 
 
 
Strategic Report    7 
Chairman’s Statement    7   
Manager’s Review    9 
Investment Portfolio                   16 
Business Review    27 
Section 172 Statement    31 
Board of Directors    32 
The Manager    33 
Directors’ Report    35 
Corporate Governance    39 
Audit Committee Report    44 
Directors’ Remuneration Report    45 
Directors’ Responsibilities Statement    49 
Independent Auditor’s Report    50 
Income Statement    56 
Statement of Changes in Equity   57 
Statement of Financial Position    59 
Statement of Cashflows    60 
Notes to the Financial Statements    61 
Notice of Annual General Meeting    76 
Shareholder Information    80   
Glossary    81   
Company Information                                               83 
 

Key Dates 2022

Annual General Meeting: 14 July 2022

Dividend reinvestment scheme application deadline: 14 July 2022

Final dividend payment date: 29 July 2022

Company’s half year end: 31 August 2022

Unaudited half yearly results: announced October 2022

Annual results for year to 28 February 2023: announced May 2023

Financial Highlights

Year to 28 February 2022

Year to 28 February 2021

Net Asset Value per share

67.90p

67.08p

Final dividend proposed

3.06p

3.02p

Annual yield*

4.50%

Total return per share*

4.83p

0.98p

Share price

55.00p

60.00p

Portfolio Review

2022 £’000

2021 £’000

Opening portfolio value

19,632

14,309

New and follow-on investments made

4,295

5,016

Disposal proceeds

(2,124)

(413)

Realised net gains

543

316

Prior year unrealised losses realised

during the period

(106)

(122)

Unrealised valuation gains

2,119

526

Closing portfolio value

24,359

19,632

*These are Alternative Performance Measures (APM’s), which have been defined in the glossary on pages 81 and 82 of

the Annual Report.

Investment Portfolio Yield

2022 £’000

2021 £’000

Loan interest

143

Total portfolio income in the year

151

Portfolio value at year end

24,359

19,632

Portfolio income yield

0.34%

0.77%

Total Return By Shareholder Cohort

Investors by calendar year

Issue price (p)*

NAV at 28

February

2022 (p)

Cumulative

dividends

received (p)

Total

Return**

Total Return

on net

investment***

2016 subscription

102.7

67.9

17.87

0.84x

1.19x

2017 subscription

95.7

67.9

13.27

0.85x

1.21x

2018 subscription

84.7

67.9

9.62

0.92x

1.31x

2019 subscription

76.3

67.9

8.28

1.00x

1.43x

2020 subscription

65.2

67.9

4.15

1.11x

1.58x

2021 subscription

65.4

67.9

3.02

1.08x

1.55x

2022 subscription (current)

65.7

67.9

3.02

1.08x

1.54x

* Weighted average in respect of each year

** Total Return is equal to the sum of NAV at 28 February and cumulative dividends received, divided by the average issue price

*** Total Return on net investment is equal to the sum of NAV at 28 February and cumulative dividends received, divided by the average

issue price less 30% tax relief

NAV performance during the year ended 28 February 2022

The audited net asset value per Ordinary share as at 28 February 2021 was 67.08 pence per share. In August 2021, the Company’s NAV

reduced as a result of paying out a dividend of 3.02 pence per share in July 2021. By 28 February 2022, the audited NAV stood at 67.90

pence per share, the highest since the beginning of the financial year.

Strategic Report

The Strategic Report has been prepared in accordance with the requirements of Section 414A of the Companies Act 2006 (the

“Act”).

Its purpose is to inform members of the Company and help them assess how the Directors have performed their legal duty under

Section 172 of the Act, to promote the success of the Company for the benefit of the members as a whole and, in doing so, have a

regard for the wider stakeholder interests.

Chairman’s Statement

I am pleased to present Calculus VCT plc’s (the Company) results for the year ended 28 February 2022. The Company has

shown robust financial performance, which included five successful exits during the financial year. It has been a year of

progress for the Company with five new investments and £8.6 million worth of new Ordinary shares allotted. The venture

capital portfolio of qualifying investments grew in value by £2.5 million, excluding the effects of new and follow-on

investments and exits. This portfolio growth represents a growth of 16% of the average value of the portfolio and was

driven by the strong performance of a number of investee companies.

The Company invests in a diverse portfolio of established UK growth companies whether unquoted or traded on AIM. Our investments

are intended to support those companies to grow, innovate and scale up. Simultaneously, the Company aims to achieve long-term returns,

including tax-free dividends, for investors through its Investment Manager, Calculus Capital Limited (Calculus Capital), who have

demonstrated their experience in a range of successful exits. The Board aims to maintain a regular tax-free annual dividend of 4.5 per

cent whilst also maintaining the net asset value.

Venture Capital Investments

Calculus Capital Limited manages the portfolio of VCT qualifying investments made by the Company.

The Company invested £3.2 million in five new investments and £1.1million in five follow-on investments during the year ended 28

February 2022. New and follow-on investments are set out in the Manager’s review on page 9.

Issue of New Ordinary shares

The offer for subscription for Ordinary Shares that opened on 8 September 2020 and closed on 27 August 2021 received aggregate

subscriptions from the issue of Ordinary shares of £7.8 million.

On 13 September 2021, a new offer was launched. The Company had issued shares for £1.9 million of subscriptions under this offer by

the end of the financial year. Of the £8.7 million total new share issues in the year ended 28 February 2022, £6.8 million took place

under the offer that closed on 27 August 2021.

From September 2020 more than £10 million was raised in share issues, funds generated have and will be used in the investment of

enterprises with growth potential. The current offer will close on 26 August 2022.

2.2 million shares were issued on the 22 March 2022 at an average issue price of 65.9 pence per share. Additionally on 5 April 2022 the

Company issued a further 2.2 million shares at an average issue price of 65.6 pence per share.

Share Buybacks

During the year, 241,611 shares at a consideration of £147,020 were bought back for cancellation. In keeping with its policy of

returning funds to shareholders, the Company will continue to consider opportunities for buybacks in the coming year. The total shares

bought back represent 0.60 per cent of the weighted average number of shares in issue during the year ended 28 February 2022.

Dividend

The Directors are pleased to announce a final dividend of 3.06 pence per Ordinary share to be paid to all Ordinary shareholders.

Subject to shareholder approval, the Ordinary share dividend will be paid on 29 July 2022 to shareholders on the register on 1 July 2022.

The deadline for the Scheme Administrator to receive any applications under the dividend reinvestment scheme is 14 July 2022.

Impact of Covid

The initial impact of the economic challenges caused by the pandemic were mitigated due to several factors. The Company was shielded

to a certain degree by holding a significant portion of its assets in cash, and although some portfolio companies were adversely affected

by the impact of Covid, the valuations in several life sciences companies benefited from a general rerating of the life sciences sector

and, in some cases, developed products and services to aid the fight against Covid. B2B SASS technology companies were also largely

unaffected as business continued to function, albeit often remotely, during the pandemic. The Company’s investment in the media and

entertainment sector also showed an uplift. This arose both from progress by individual companies and from a general rerating of the

producers’ premium content. This was also stimulated by increased streamer subscriptions during lock-downs and the entry of a number

of new well-capitalised streamers.

Developments Since The Year End

In March 2022, the Company made an investment in Destiny Pharma plc. Destiny Pharma is a clinical phase biotechnology company

dedicated to the development of novel anti-infectives with a focus on infection prevention. The company is developing novel

antimicrobial drugs from its “in-house” XF platform and from recently acquired Biotherapeutic products that harness beneficial

components of the human microbiome.

Also in March 2022, the Company made a follow-on investment in Arcis Biotechnology. Arcis completed the development of its new

one step RNA reagent formulation, designed to overcome the well-known obstacles to the use of saliva in Covid testing. The investment

was part of a £300,000 funding round to assist in getting its formulation to market. Currently, Arcis has agreements in place for field

evaluations of its formulation with three leading collection device companies, one leading supplier of components in diagnostics kits and

a leading provider of molecular diagnostics products.

In the same month, the Company made a follow-on investment in Censo Biotechnologies Limited (trading as Axol). Using stem cell

technology, Censo Biotechnologies supplies high-quality adult human cells to many of the biggest and best-known pharmaceutical

companies and research institutions. More information on Censo can be found on page 12.

As mentioned above, since the year end the Company has made a further allotment of Ordinary shares. On 22 March, 2.2 million shares

were allotted at an average price of 65.9 and on 5 April 2022, a further 2.2 million Ordinary shares were allotted at an average price of

65.6 pence per share. The most recent unaudited NAV available at the time of publishing these accounts is 68.00 pence per share as at

30 April 2022.

Outlook

The strong recovery from Covid in the UK was driven by a bounce back in household consumption, which until recently had been

expected to continue to drive economic growth. However, the rise in geopolitical risk caused by the Russian conflict with Ukraine, which

has already resulted in sharp increases in inflation, rising energy prices and increased exposure to cyber-attacks, could contribute to

renewed economic disruption. This would be amplified by falling UK consumer confidence, which had weakened even before the

invasions, due to the cost of living crisis and impact of Covid. The Manager continues to assess the exposure for these risk and appropriate

measures, where applicable, will be implemented.

At the time of writing, the Russian-Ukraine conflict is far from resolved and the negative economic consequences are yet to be fully

transparent. However, with a set of diverse investments across different sectors, primarily technology, healthcare and media, the overall

impact to the Company is expected not to be significant.

Despite the often challenging market conditions, we ended the year strongly with several notable successes in our current portfolio and

in the exits we have achieved. The Company is pleased to announce that the VCT has successfully fundraised over £10 million since

September 2020.

The Company’s’ Manager, Calculus Capital, is a long-term investor, actively identifying attractive investment opportunities. The

Manager will continue to deploy capital to proactively support companies through difficult periods and to invest in selective new

opportunities which may arise.

Your Board is focused on consistently delivering value for shareholders over the long-term by investing in high potential businesses and

building a well-diversified portfolio.

Jan Ward, Chairman

31 May 2022

Manager’s Review

The Company, through its Investment Manager, Calculus Capital, invests in a diverse portfolio of established UK growth

companies. The investments aim to support those companies to grow, innovate and scale up while simultaneously

achieving long-term returns. Calculus Capital’s success is underpinned by a disciplined investment process, strong risk

management and very close monitoring of and partnership with the portfolio companies.

Results For The Year

There has been a strong performance across a broad range of the Company’s qualifying investments, which is particularly encouraging

given the challenging market conditions. The Company completed seven exits during the year, five of which were successful, including

three companies that assisted towards the fight against Covid.

Exits

The Company’s remaining holding in Genedrive, a molecular diagnostics company that developed the Genedrive 96 SARS-COV-2 Kit,

was sold in March 2021. The total sale resulted in a 2.8x return overall and a 4.0x return on the shares acquired from the Neptune-

Calculus Income and Growth VCT plc in September 2017.

Open Orphan plc, a world leader in the testing of vaccines and antivirals using human challenge clinical trials was sold in May 2021 for

a total return of 1.8x. Open Orphan worked in collaboration with US biotech Codagenix to conduct a Phase 1 study of a needle-free,

intranasal Covid vaccine, COVI-VAC.

In July 2021, the Company divested its holdings in Mologic Limited, a world leading innovator in lateral flow and rapid diagnostic

technologies. The sale generated a 3.6x return on the equity investment since the initial investment in 2018 together with repayment of

loan notes and associated interest. In addition, further consideration is payable in the event of strong sales of certain Mologic products.

CloudTrade Limited, a platform that automatically processes and interprets electronic documents, was acquired by Advanced, a leading

provider of business software, delivering a 4x return to Calculus VCT investors in just over three years. The Company invested in July

2018, having been impressed by the patented technology, strong management team and large addressable market. During the investment

period the company’s revenues have grown significantly, and multiple new partnerships and contracts have been won. The acquisition

by Advanced was completed in October 2021.

The Company’s holding in Maze Theory Limited, a digital entertainment studio focusing on the creation and development of immersive

entertainment experience, was realised in December 2021. The sale resulted in a 1.3x return to the Company.

In addition, the following exits occurred during the year which had less successful outcomes.

In August 2021 the Company sold its holding in Cornerstone FS Plc, a fintech company focusing on providing foreign exchange trading

services. Since April 2021, its share price had steadily declined, and it was decided to divest the company yielding a minimal 0.05x

return.

In February 2022 the Company divested its stake in Money Dashboard, a personal finance management web and mobile app. Challenges

arose from additional controls which the banks have implemented to the open banking directive introduced by the Government. For

example, requiring external app users to re-authenticate every 90 days. This has made scaling the Money Dashboard user base more

difficult than anticipated. The resulting sale produced a 0.6x return to the Company.

Performance

The net asset value per Ordinary share at 28 February 2022 was 67.90 pence, compared to 67.08 pence as at 28 February 2021, this is

after paying a dividend during the year of 3.02 pence per share. Despite the Covid Delta and Omicron variants causing disruption in

labour markets and supply chains, the Board is pleased with the growth of the Company’s portfolio and the positive uplifts in the

valuations of several of portfolio companies.

The most substantial movement in the qualifying portfolio was the uplift of Arecor Therapeutics plc. Arecor, a biopharmaceutical

products company, announced its admission to trading on AIM, a market operated by London Stock Exchange, on 3 June 2021.

Admission followed a successful oversubscribed placing by Panmure Gordon, raising gross proceeds of £20 million at a price of 226

pence per share. The Company decided to invest prior to the company’s successful IPO. Since then, the Company has seen its share

value increase which resulted in strengthening the NAV by £0.7 million.

Home Team Content Limited, a UK-based independent production company also enjoyed an uplift in value since February 2021,

improving the NAV by £0.6 million. Home Team was co-founded by experienced producers, Dominic Buchanan and Bennett McGhee,

both of whom have established reputations in the industry. Home Team will harness the reputations of its two producers in identifying

and working with under-represented creatives and new voices through interactive as well as traditional film and television platforms.

The company has numerous exciting projects on the development slate.

Brouhaha Entertainment Limited, a production company founded by Oscar nominated producer Gabrielle Tana, Independent film

industry pioneer Troy Lum and producer Andrew Mason saw the value of its shares increase due to the company’s exciting slate across

both film and television, not to mention strong progress with several projects entering production. Brouhaha has two fully financed film

projects and a major television series for Netflix either in production or due to go into production in 2022. The increase in valuation

resulted in a £0.4 million uplift on the NAV.

Wazoku Limited, an idea management company, whose collaborative idea management platform helps organisations transform raw

ideas generated by the workforce into actionable innovation, saw its value increase due to a significant number of new blue-chip

customers added on the roster and a strong year of growth across its suite of products. Wazoku maintains an impressive client list

including the United Kingdom Ministry of Defence (MoD), Waitrose, Microsoft and HSBC. The effect of Wazoku’s performance

produced a £0.4 million increase on the Company’s NAV.

Oxford Biotherapeutics, Wonderhood, Essentia Analytics, Maven Screen Media, Park Street Shipping, Fiscaltec, Raindog Films and

Weedingtech also saw their valuation increase over the year along with several other investee companies. Altogether these valuation

improvements added a further £1.4 million to the Company’s NAV.

Conversely, during the year, Arcis Biotechnology’s portfolio of technologies has not yet transitioned into material commercial

opportunities. As a result, the Company has prudently reduced its valuation by £0.4 million.

Scancell plc, an immune-oncology company saw its share price fall resulting in a decrease of £0.3 million on the NAV. Life sciences

shares and technology stocks have fallen in the last quarter as it is felt that interest rate rises are negative for these sectors. Scancell’s

valuation reduced despite having two cancer drugs in clinical trials.

Spectral MD Holdings, a US based firm that produces predictive analytics, proprietary AI algorithms and imaging systems to assist with

medical treatment, also saw its share price fall. This was due to limited liquidity since it IPO on AIM resulting from delayed “Regulation

S” compliance – a series of rules that exempt registration with the US Securities and Exchange Commission (SEC) in order to be able

to trade outside of the US. Because of this issue, Spectral MD shares have been unable to trade via certain distributors and platforms in

the US or abroad. However, Spectral MD will be fully compliant once it has completed one year of trading, which will be in June 2022.

The fall in share price led to a £0.2 million decrease on the NAV.

Due to a combination of Covid and Brexit, the DFID (Department for International Development) was merged with the Foreign and

Commonwealth Office which resulted in reduced funding for international development projects, and as a result Every 1 Mobile Limited,

was written down in full in August 2021. The impact was a £0.2 million reduction on the NAV.

Factoring all other investee company valuation movements, the total portfolio enjoyed a net £2.5 million uplift since the beginning of

the financial year.

*Portfolio growth represents the growth in the Company’s venture capital investments, excluding the increases related to new (and follow-

on) investments and the decreases related to exits. The portfolio growth percentage represents Portfolio Growth divided by the average of

the Company’s opening and closing venture capital investments.

+16%

£5.0m

£10.0m

£15.0m

£20.0m

£25.0m

Feb-21 Portfolio Growth* Investments Exits Feb-22

Venture Investments

NAV Breakdown

The net assets of £30.198 million break down as follows:

Asset class

NAV (£000s)

% of NAV

Number of

investee

companies/funds

Unquoted company investments

15,706

AIM traded company investments

2,985

Liquidity Fund investments

5,668

Other Liquid assets

5,839

Totals

30,198

100

During the year, the Company made ten qualifying investments, seeking to build a diversified portfolio. These included five new

investments and five follow-on investments in existing portfolio companies.

New Investments

Invizius Limited

Invizius spun out of the University of Edinburgh in mid-2018 and is an innovative biotechnology company that is developing

potentially lifesaving products that help reduce complications and high death rates amongst patients on dialysis, as well as other extra

corporeal treatments. In March 2021, Calculus VCT plc invested as part of a £5.4m fundraise, alongside existing investors Mercia,

Downing Ventures, Solvay Ventures, as well as new investor, the experienced life science entrepreneur, Dr Jonathan Milner (co-

founder of Abcam).

Censo Biotechnologies Limited (trading as Axol)

Axol Bioscience Ltd supplies high quality human cells, especially live human neurons, created by stem cell technology, to many of the

world’s biggest pharma companies and research institutions for disease modelling and drug development. In March 2021 Axol

acquired Censo Biotechnologies, a specialist Contract Research Organisation with exceptional skill in complex cell biology, by way of

a reverse takeover. Axol has experienced material growth between 2017 and 2020 and the acquisition of Censo significantly grows its

scientific team and breadth of expertise and enables execution of its ambitious global expansion plans. The Company invested in Censo

Biotechnologies in April 2021.

Spectral MD Holdings

Spectral MD provides predictive analytics, proprietary AI algorithms and imaging systems to assist with medical diagnosis and

treatment. Spectral MD’s technology, including its DeepView wound imaging system, aims to improve the accuracy and speed at

which non-healing tissue is identified. The company’s products are used in the treatment of burn and diabetic wounds. Calculus VCT

invested in the company’s initial public offering in June 2021.

Brouhaha Entertainment Limited

Brouhaha Entertainment was founded by Oscar nominated producer, Gabrielle Tana, Independent film industry pioneer, Troy Lum,

and producer, Andrew Mason. The founders have successfully produced 27 films and nine television projects to date, featuring top

talent from around the globe. Calculus VCT invested in July 2021 and again in January 2022. The proceeds will be used to expand the

team and fund development of the company’s exciting slate, across both film and television. As mentioned earlier, the company has

made strong progress with several film and TV projects entering production.

Hinterview

In December 2021, the Company invested in Hinterview, an award-winning video platform for the recruitment sector. Hinterview is

widely recognised as a leading video technology supplier in the recruitment industry, now serving tens of thousands of recruiters in

more than 30 countries. The company has experienced dramatic revenue and headcount growth as it’s been adopted by some of the

world’s leading recruitment brands, including Korn Ferry, Harvey Nash, Impellam Group and Michael Page.

New Investment Summary

Investments

Date

Sector

Investment cost

£'000

Website

Invizius Limited

March 2021

Healthcare

375

https://www.invizius.com/

Censo Biotechnologies

Limited

April 2021

Healthcare

651

https://censobio.com/

Spectral MD Holdings

Limited

June 2021

Healthcare

500

https://www.spectralmd.com/

Brouhaha Entertainment

Limited

July 2021 & January

2022

Media

831

Hinterview Limited

December 2021

Media

800

https://hello.hinterview.com/

Follow-on Investments

Arcis Biotechnology Holdings Limited.

Arcis has completed the development of its new one step RNA reagent formulation, designed to overcome the well known obstacles to

the use of saliva in Covid testing. The company has agreed in field evaluations of its formulation with several potential customers. In

April 2021, a follow-on investment was made in Arcis to help the company further develop commercial opportunities.

Arecor Therapeutics plc

Arecor is a leader in developing biopharmaceutical products via the application of its patented Arestat™ formulation technology

platform. Arestat™ is an innovative platform that enhances the effectiveness and stability of products, primarily in liquid solutions. As

mentioned above, Arecor announced its admission to trading on AIM, a market operated by London Stock Exchange, on 3 June 2021.

The Company decided to invest prior to the company’s IPO in June 2021.

Home Team Content Limited

In October 2021, the Company invested in Home Team Content, a film and TV production company founded by two of the U.K.’s

most exciting young producers, Dominic Buchanan (BAFTA, Royal Television Society and Peabody Award-winning “The End of The

F***ing World”) and Bennett McGhee (Berlin film Festival’s 2020 FRIPRESCI winner, “Mogul Mowgli”). Home Team’s intention is

to identify and develop under-represented creatives and nurture exciting voices- primarily, but not restricted to, filmmakers of colour

and women filmmakers of all ethnicities, through interactive as well as traditional film and TV platforms. The company has multiple

film and TV projects likely to go into production in the next twelve months as well as productions in paid development.

Fiscaltec Group Limited

In January 2022, the Company invested in Fiscaltec. Fiscaltec’s patented risk management software uses advanced artificial

intelligence to forensically analyse an organisation’s financial data. This enables the software to detect fraud and mitigate payment and

supplier risk thereby protecting an organisation’s working capital requirements. Fiscal Technologies has processed over 1 billion

transactions over ten years and protected £5 trillion in organisation spend. It is now relied on by leading corporations and public sector

organisations across the globe.

MIP Diagnostics

MIP Diagnostics is a novel affinity reagent company which produces various forms of Molecularly Imprinted Polymers (MIPs) and

NanoMIP, sometimes called ‘synthetic antibodies’. The synthetic antibodies make ideal reagents for a wide range of applications

including point-of-care diagnostics and in field-based testing. Calculus VCT plc invested as part of a £7.3m fundraise in February

2022. The Board is pleased to increase the Company’s stake in MIP at a point where they have made significant technical progress

which they are converting into an exciting commercial proposition.

Follow-on Investment Summary

Investments

Date

Sector

Investment cost '000

Website

Arcis Biotechnology Holdings

Limited

April 2021

Healthcare

https://arcisbio.com/

Arecor Therapeutics plc

May 2021

Healthcare

200

https://arecor.com/

Home Team Content Limited

October 2021

Media

138

Fiscaltec Group Limited

January 2022

Technology

268

https://fiscaltec.com/

MIP Diagnostics Limited

February 2022

Healthcare

482

https://www.mip-dx.com/

Investment Diversification at 28 February 2022

Sectors by investment cost

Total assets by value

Holding period of qualifying investments by value

Breakdown of investments by cost and value

Calculus Capital Limited

31 May 2022

Technology,

£5,108k

Technology,

£6,149k

Healthcare,

£5,329k

Healthcare,

£5,984k

Industrials,

£2,425k

Industrials,

£1,585k

Media, £3,426k

Media, £4,973k

£2.0m

£4.0m

£6.0m

£8.0m

£10.0m

£12.0m

£14.0m

£16.0m

£18.0m

£20.0m

Cost Value

Investment Portfolio

Largest holdings by value

Three of the Company’s ten largest investments are currently in liquidity funds. Details of the ten largest qualifying investments

and of the liquidity funds are set out below.

Calculus Capital Limited manages the portfolio of qualifying Investments made by the Company. To maintain its qualifying status as a

Venture Capital Trust, the Company needed to be greater than 80 per cent invested in qualifying Investments by the end of the relevant

third accounting period and to maintain it thereafter. At 28 February 2022, the qualifying percentage for the relevant funds was 89 per cent.

Investment

Book Cost

£’000

Valuation

£’000

% of

investment

portfolio

Top AIM Investments

Arecor Therapeutics plc

833

1,544

6.4

C4X Discovery Holdings plc

598

855

3.5

Top Unquoted Equity Investments

Home Team Content Limited

786

1,428

5.9

Brouhaha Entertainment Limited

831

1,257

5.2

MIP Diagnostics Limited

982

1,021

4.2

Maven Screen Media Limited

798

970

4.0

Wazoku Limited

420

953

3.9

Oxford BioTherapeutics Limited

350

935

3.8

Fiscaltec Group Limited

768

874

3.6

Hinterview Limited

800

3.3

Other Unquoted Equity Investments

Other unquoted equity investments

8,242

7,469

30.6

Other AIM Investments (quoted equity)

Other AIM investments

880

585

2.4

Quoted Funds

Fidelity Sterling Liquidity Fund

1,883

1,906

7.8

Aberdeen Sterling Liquidity Fund

1,882

7.7

Goldman Sachs Liquidity Funds

1,880

7.7

Total Investments

21,933

24,359

100

Arecor Limited (Arecor)

Arecor develops leading biopharmaceutical products through its patented Arestat formulation platform. Arecor has developed its own

portfolio of superior therapeutics, primarily focused on enabling improved treatments for diabetes via the innovative reformulation of

already approved proteins and peptides. In September 2021, Arecor received FDA clearance for the US Phase I trial of its ultra-rapid-

acting insulin in conjunction with insulin pumps – the trial started in January 2022. Also in September 2021, Arecor announced positive

results from the first Phase I clinical trial of its ultra-concentrated rapid acting insulin when compared with the gold standard competing

product NovoRapid. In respect of its technology business, Arecor announced five collaboration studies during 2021, including projects

with Eli Lilly, Par and Intas Pharmaceuticals as well as two unnamed global players. Each of these studies has the capability of

significant milestones and royalties.

Total equity held by Calculus VCT plc: 1.6 per cent.

Total equity held by funds managed by Calculus Capital Limited: 8.7 per cent.

Latest Results

(group)

2021

£’000

Audited

2020

£’000

Audited

Investment Information

£’000

Year ended

31 Dec

Turnover

1,158

1,698

Total cost

833

Pre-tax loss

(6,945)

(3,512)

Income recognised in year/period

Net assets

18,549

774

Equity valuation

1,544

Valuation basis:

Loan stock valuation

Bid price

Total valuation

1,544

Home Team Content Limited (‘Home Team Content’)

Home Team Content was co-founded by experienced producers, Dominic Buchanan and Bennett McGhee, both of whom have established

reputations in the industry. Utilising the experience and reputations of both Dominic and Bennett, Home Team is identifying and developing

under-represented creatives and new voices through interactive, as well as traditional, film and television platforms. The company has an

exciting development slate of projects, which is progressing well, with a number of projects expected to move into production in 2022.

Latest Results

2021

£’000

Unaudited

Investment Information

£’000

Year ended

30 Sep*

Total cost

786

Turnover

n/a

Income recognised in year/period

Pre-tax loss

n/a

Equity valuation

1,428

Net assets

413

Loan stock valuation

Valuation basis: Price of recent

investment calibrated by discounted cash

flow

Total valuation

1,428

Total equity held by Calculus VCT plc: 18.5 per cent.

Total equity held by funds managed by Calculus Capital Limited: 13.9 per cent.

*17-month accounting period.

Turnover and pre-tax loss is not disclosed because only abbreviated accounts are filed at Companies House.

Brouhaha Entertainment Limited (‘Brouhaha’)

Brouhaha was founded by Oscar-nominated producer Gabrielle Tana, Independent film industry pioneer Troy Lum and producer, Andrew

Mason. The founders have successfully produced 27 films and nine television projects to date, featuring top talent from around the globe.

The company has had a successful first year of operation with one project, ‘Cottontail’, in post-production, as well as a number of other

projects expected to move into production later in 2022. This includes ‘Firebrand’, starring Jude Law and Alicia Vikander, and ‘Boy

Swallows Universe’, which has been commissioned by Netflix.

The first company results for Brouhaha Entertainment are yet to be published.

Investment Information

£’000

Total cost

831

Income recognised in year/period

Equity valuation

1,256

Loan stock valuation

Total valuation

1,256

Valuation basis:

Price of recent investment calibrated by

discounted cash flow

Total equity held by Calculus VCT plc: 15.3 per cent.

Total equity held by funds managed by Calculus Capital Limited: 11.8 per cent.

MIP Diagnostics Limited (‘MIP’)

MIP is a biotech company developing Molecularly Imprinted Polymers (MIPs), which are synthetic antibodies for use in diagnostics and

bioprocessing. The Company’s proprietary technology includes a novel method to make nanoMIPs which circumvents the drawbacks of

traditional MIP manufacturing methods. The robust nature of MIPs and nanoMIPs make them ideal reagents for a wide range of applications

including point-of-care diagnostics and in field-based testing. In February 2022, Calculus VCT invested in MIP Diagnostics as part of a

£4.27 million funding package. The investment will enable the company to further develop in house assets for future licensing, increase

revenues, bring products to market and continue development of the platform. Revenues to date have been from contract services but first

licence revenues from its COVID nanoMIP are expected imminently. Customers include €3bn French IVD company BioMerieux, Italian

multinational oil and gas company ENI, and the US Army.

Latest Results

(group)

Unaudited

2021

£’000

Unaudited

2020

£’000

Investment Information

£’000

Year ended

31 Mar

Turnover

395

501

Total cost

982

Pre-tax (loss) / profit

(1,156)

(918)

Income recognised in year/period

Net assets

2,059

224

Equity valuation

Valuation basis:

Loan stock valuation

1,021

Price of recent investment calibrated by discounted

cash flow

Total valuation

1,021

Total equity held by Calculus VCT plc: 9.6 per cent*

Total equity held by funds managed by Calculus Capital Limited: 4.9 per cent*

*After the latest funding round which closed on 3 March 2022, the holdings reduced to 8.4 per cent and 4.2 per cent for Calculus VCT and Calculus

Capital Limited respectively

Maven Screen Media Limited (‘Maven’)

Maven Screen Media is a film and television development and production company founded by Celine Rattray and Trudie Styler. Maven

is dedicated to increasing representation for women in front of and behind the camera. In the period since investment, the company has

grown its team and developed its slate of projects to include both film and TV projects. SILENT NIGHT, which was filmed prior to the

pandemic, had a delayed theatrical release in December 2021. INFINITE STORM for Searchlight, with Naomi Watts and Billy Howle,

went on theatrical release in the United States on 25 March. Current and future projects include THE BURIAL for Amazon Studios, with

Jamie Foxx and Tommy Lee Jones, which was in production March and April 2022, CONCEPTION for Searchlight,with Keira

Knightley, which will start shooting in July 2022 and a TV drama in paid development.

Latest Results

(group)

Unaudited

2021

£’000

Unaudited

2020

£’000

Investment Information

£’000

Year ended

31 Dec

Turnover

321

Total cost

798

Pre-tax (loss)/profit

(382)

(365)

Income recognised in year/period

Net assets

1,006

1,685

Equity valuation

970

Valuation basis:

Loan stock valuation

Discounted cash flow

Total valuation

970

Total equity held by Calculus VCT plc: 9.2 per cent;

Total equity held by funds managed by Calculus Capital Limited: 14.5 per cent.

Wazoku Limited (‘Wazoku’)

Wazoku’s mission is to “change the world, one idea at a time” and enables companies to embed innovation as a core, strategic, everyday

capability. Its idea management software companies not only to capture ideas, but also to collate, evaluate, select and transform ideas into

actionable improvements. Its open innovation platform allows challenges to be set to Wazoku’s network of over 400,000 solvers (acquired

with the assets of Innocentive in 2020) to create innovative solutions ranging from those advancing aeronautics and space research to

identifying disease targets for a new class of treatments and even to providing fresh water to developing communities.

The company has an impressive list of blue-chip customers including Waitrose, HSBC, Barclays, GSK, and NASA and is continuing to grow

fast.

Latest Results

Audited

2021

£’000

Audited

2020

£’000

Investment Information

£'000

Year ended

31 Mar

Turnover

3,789

2,856

Total cost

420

Pre-tax loss

(1,923)

(1,563)

Income recognised in year/period

Net assets

113

Equity valuation

532

Valuation basis:

Loan stock valuation

Multiples and discounted cash flow

Total valuation

532

Total equity held by Calculus VCT plc: 2.0 per cent;

Total equity held by funds managed by Calculus Capital Limited: 13.7 per cent.

Oxford Biotherapeutics Limited (‘OBT’)

OBT has a robust pipeline of immune-oncology therapies, which are used to re-engage and recruit the body’s immune system to attack cancer

cells, therefore providing targeted treatment strategies to patients most in need. Following on from a strong 2020, 2021 was another

impressive year for OBT, both in terms of the progression of new and existing partnerships, as well as clinical development. In January 2021,

OBT established a new research collaboration with global cell therapy leader, Kite Pharma. In September 2021, OBT received a milestone

payment from Boehringer Ingelheim due to the progression of its second bispecific oncology drug candidate to Phase I clinical trials. The

company’s US Phase I trial for OBT076, an experimental treatment for women with high-risk HER2 negative breast cancer, as well as other

solid tumours, continues.

The significant progression of the company over both 2020 and 2021 puts OBT in a strong position for the coming years and provides an

encouraging platform for a successful exit.

Latest Results

(group)

Unaudited

2021

£’000

Audited

2020

£’000

Investment Information

2021

£’000

Year ended

31 Dec

Turnover

10,137

5,599

Total cost

350

Pre-tax (loss) / profit

992

(3,678)

Income recognised in year/period

Net assets

1,496

(4,574)

Equity valuation

935

Valuation basis:

Loan stock valuation

Discounted cash flow

Total valuation

935

Total equity held by Calculus VCT plc: 0.6 per cent;

Total equity held by funds managed by Calculus Capital Limited: 2.4 per cent.

Fiscal Technology Limited (‘Fiscaltec’)

Fiscaltec’s proprietary solution analyses an organisation’s financial transactions and supplier contacts, providing an

independent overview of the effectiveness of the processes and controls encompassing spend. Its NXG Forensics®

enterprise solution provides continuous protection through transactional risk analysis, supplier risk profiling, anti-fraud

controls and ongoing reporting. Fiscaltec has continued to grow over the last 12 months although at a slower rate than

expected. The Covid pandemic presented challenges to the sales team and fewer “new-logos” were won than planned. The

customer base remains strong the Company is confident the rate of growth will accelerate in 2022.

In January 2022, the Company invested as part of a total fundraise of £1.9 million. The investment round was led by Octopus

VCT, which invested £1.6 million. The capital will be used to further develop Fiscaltec’s core UK market, for incremental

product development and to support the business as it moves from billing customers for three years sales in advance to one

year in advance. The January 2022 investment was made at a share price of £47.84, a small uplift compared to the price of

the first Calculus investment in late 2019 (£47.21).

Total equity held by Calculus VCT plc: 3.6 per cent.

Latest Results

(group)

2021

£’000

Unaudited

2020

£’000

Audited

Investment Information

£’000

Year ended

30 Nov

Turnover

5,177

5,023

Total cost

768

EBITDA

(1,046)

(922)

Income recognised in year/period

Net assets

(2,593)

(1,466)

Equity valuation

874

Valuation basis:

Loan stock valuation

Multiples and discounted cash flow

Total valuation

874

C4X Discovery plc (‘C4XD’)

C4XD focuses on the discovery, design and development of small molecule drugs through the use of proprietary software allowing

scientists to analyse accurately the dynamic 3D shape of potential drug candidates on the basis of experimental data, and to select the

candidates that are most likely to bind to the required target and least likely to bind to alternative targets that typically cause unwanted

side effects.

C4XD is led by Clive Dix, who also served as interim chair of the UK Vaccine Taskforce during the pandemic.

C4XD has so far licensed two candidates:

• An non-opioid drug candidate, licensed to Indivior, for the treatment of opioid use disorder – the Phase 1 (single ascending dose) trial

has completed and shows encouraging results; Indivior is planning an extension to the trial based on a request from the FDA; and

• An oral therapy for a variety of autoimmune diseases including psoriasis and psoriatic arthritis, licensed to Sanofi

Each licence has potential milestones in excess of £200 million and royalties thereafter.

Total equity held by Calculus VCT plc: 1.3 per cent;

Total equity held by funds managed by Calculus Capital Limited: 4.1 per cent.

Latest Results

(group)

2021

£’000

Audited

2020

£’000

Audited

Investment Information

£’000

Year ended

31 Jul

Turnover

5,642

Total cost

599

Pre-tax loss

(5,907)

(9,579)

Income recognised in year/period

Net assets

19,286

8,066

Equity valuation

855

Valuation basis:

BID Price

Loan stock valuation

Total valuation

855

Hinterview Limited (‘Hinterview’)

Hinterview is a business-to-business SaaS company offering a hosted video interviewing platform to recruitment agencies. The core product

allows recruitment agents to record three – four minute “hints of an interview” (hinterviews), which are provided to the agents’ clients in

conjunction with candidates’ CVs. This allows the client to select a short list of candidates for interview more effectively. The hinterviews are

accessed via a portal which allows for better process tracking; provides analytic data to the recruitment agent (i.e. when and by whom a video is

viewed); and allows hinterviews to be permanently removed once a candidate is no longer available, enabling GDPR compliance. Calculus led a

£3m investment into Hinterview, contributing £2.3m from a combination of EIS and VCT funds. The investment will be used to scale the business

both in the UK and internationally, helping to meet the rapidly growing demand for video technology.

Total equity held by Calculus VCT plc: 6.5 per cent;

Total equity held by funds managed by Calculus Capital Limited: 11.8 per cent.

Latest Results

(group)

2021

£’000

Unaudited

2020

£’000

Unaudited

Investment Information

£’000

Year ended

31 Dec

Turnover

1,567

1,075

Total cost

800

Operating Profit

(1,523)

(767)

Income recognised in year/period

Net assets

1,666

923

Equity valuation

800

Valuation basis:

Loan stock valuation

Price of recent investment calibrated by discounted

cash flow

Total valuation

800

Business Review

Company Activities and Status

The Company is registered as a public limited company and incorporated in England and Wales with registration number 07142153. Its

shares have a premium listing and are traded on the London Stock Exchange.

On incorporation, the Company was an investment company under section 833 of the Companies Act 2006. On 18 May 2011, investment

company status was revoked by the Company. This was done to allow the Company to pay dividends to shareholders using the special

reserve (a distributable capital reserve), which had been created on the cancellation of the share premium account on 20 October 2010,

1 November 2017 and 8 December 2020.

Company Business Model

The Company’s business model is to conduct business as a VCT. Company affairs are conducted in a manner to satisfy the conditions

to enable it to obtain approval as a VCT under sections 258-332 of the Income Tax Act 2007 (“ITA 2007”).

Investment Policy

The Company’s policy is to build a diverse portfolio of Qualifying Investments of primarily established unquoted companies across

different industries and investments which may be by way of loan stock and/or fixed rate preference shares as well as Ordinary shares

to generate income. The amount invested in any one sector and any one company will be no more than 20 per cent and 10 per cent

respectively of the qualifying portfolio. These percentages are measured as at the time of investment. The Board and its Manager,

Calculus Capital Limited, will review the portfolio of investments on a regular basis to assess asset allocation and the need to realise

investments to meet the Company’s objectives or maintain VCT status.

It is intended that a minimum of 75 per cent of the monies raised by the Company before being invested in qualifying investments will

be invested in a variety of investments, which will be selected to preserve capital value, whilst generating income, and may include:

• Bonds issued by the UK Government; and

• Fixed income securities issued by major companies and institutions, liquidity funds and fixed deposits with counterparty credit

rating of not less than A minus (Standard & Poor’s rate)/A3 (Moody’s rated).

Where investment opportunities arise in one asset class which conflict with assets held or opportunities in another asset class, the Board

will make the investment decision. Under its Articles, the Company has the ability to borrow a maximum amount equal to 25 per cent of

the aggregate amount paid on all shares issued by the Company (together with any share premium thereon). The Board will consider

borrowing if it is in the shareholders’ interests to do so. As at the year end there were no borrowings.

Long-Term Viability

In assessing the long-term viability of the Company, the Directors have had regard to the guidance issued by the Financial Reporting

Council. The Directors have assessed the prospects of the Company for a period of five years, which was selected because this is the

minimum holding period for VCT shares. The Board’s strategic review considers the Company’s income and expenses, dividend policy,

liquid investments and ability to make realisations of qualifying investments. These projections are subject to sensitivity analysis, which

involves flexing several of the main assumptions underlying the forecast both individually and in unison. Where appropriate, this analysis

is carried out to evaluate the potential impact of the Company’s principal risks actually occurring. Based on the results of this analysis,

the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due

over the five-year period of their assessment. The principal assumptions used are as follows: i) Calculus Capital Limited pays any

expenses in excess of 3.0 per cent of NAV as set out on page 36 of the Accounts; ii) the level of dividends paid are at the discretion of

the Board; iii) the Company’s liquid investments which include cash, money market instruments and quoted shares can be realised as

permitted by the Company’s investment policy; iv) the illiquid nature of the qualifying portfolio. Based on the results of this analysis,

the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due.

In making this statement the Board carried out a robust assessment of the emerging and principal risks facing the Company including

those that might threaten its business model, future performance, solvency or liquidity. The procedures in place to identify emerging

risks and explain how they are being managed or mitigated are set out on page 29.

In order for the future of the Company to be considered by the members, the Directors shall procure that a resolution will be proposed

at the tenth annual general meeting after the last allotment of shares (and thereafter at five yearly intervals) to the effect that the Company

shall continue as a venture capital trust.

Alternative Investments Funds Directive (AIFMD)

The AIFMD regulates the management of alternative investment funds, including VCTs. The VCT is externally managed under the

AIFMD by Calculus Capital Limited which is a small authorised Alternative Investment Fund Manager.

Risk Diversification

The Board controls the overall risk of the Company. Calculus Capital Limited will ensure the Company has exposure to a diversified

range of Qualifying Investments from different sectors.

Since November 2015, the types of non-qualifying investment include:

• Bonds issued by the UK Government; and

• Fixed income securities issued by major companies and institutions, liquidity funds and fixed deposits with counterparty credit

rating of not less than A minus (Standard & Poor’s rate)/A3 (Moody’s rated).

VCT Regulation

The Company’s Manager investment policy is designed to ensure that it will meet, and continue to meet, the requirements for approved

VCT status from HM Revenue & Customs. Amongst other conditions, the Company may not invest more than 15 per cent (by value at

the time of investment) of its investments in a single company and must have at least 80 per cent by value of its investments throughout

the period in shares or securities in qualifying holdings. In addition, 30 per cent of any money raised after 6 April 2018 will need to be

invested in qualifying holdings within 12 months after the end of the accounting period in which the money was raised and loan stock

investments in investee companies must be unsecured and must not carry a coupon which exceeds 10 per cent per annum on average

over a five-year period.

Key Strategic Issues Considered During the Year

Performance

The Board reviews performance by reference to a number of key performance indicators (“KPIs”) and considers that the most

relevant KPIs are those that communicate the financial performance and strength of the Company as a whole, being;

• Total return per share

• Net asset value per share

• Dividends

The financial highlights of the Company can be found after the contents page 4 of the Report and Accounts.

Further KPIs are those which show the Company’s position in relation to the VCT tests which it is required to meet in order to

meet and maintain its VCT status. The Qualifying percentage is disclosed in the Manager’s review. The Company has received

approval as a VCT from HM Revenue & Customs.

There are no KPIs related to environmental and employee matters as these are not relevant to the Company, which delegates

operations to external providers.

Emerging and Principal Risks Facing the Company and Management of Risk

The Company is exposed to a variety of risks. The principal financial risks, the Company’s policies for managing these risks and the

policy and practice regarding financial instruments are summarised in note 16 to the Accounts.

The Board has also identified the following additional risks and uncertainties:

Regulatory risk

The Company has received approval as a VCT under Income Tax Act 2007 “ITA”. Failure to meet and maintain the qualifying

requirements for VCT status could result in the loss of tax reliefs previously obtained, resulting in adverse tax consequences for investors,

including a requirement to repay the income tax relief obtained, and could also cause the Company to lose its exemption from corporation

tax on chargeable gains.

The Board receives regular updates from the Manager and financial information is produced on a monthly basis. The Manager monitors

VCT regulation and presents its findings to the Board on a quarterly basis. The Manager builds in ‘headroom’ when making investments

to allow for changes in valuation. This ‘headroom’ is reviewed prior to making and realising qualifying investments.

Independent advisers are used to monitor and advise on the Company’s compliance with the VCT rules.

Qualifying investments

There are restrictions regarding the type of companies in which the Company may invest and there is no guarantee that suitable

investment opportunities will be identified.

Investment in unquoted companies and AIM-traded companies involves a higher degree of risk than investment in companies traded on

the main market of the London Stock Exchange. These companies may not be freely marketable and realisations of such investments

can be difficult and can take a considerable amount of time. There may also be constraints imposed upon the Company with respect to

realisations in order to maintain its VCT status which may restrict the Company’s ability to obtain the maximum value from its

investments.

Calculus Capital Limited has been appointed to manage the qualifying investments portfolio and has extensive experience of investing

in this type of investment. Regular reports are provided to the Board and a representative of Calculus Capital Limited is on the Company’s

board. Risk is managed through the investment policy which limits the amount that can be invested in any one company and sector to 10

per cent and 20 per cent of the qualifying portfolio respectively at the time of investment.

Liquidity/ marketability risk

Due to the holding period required to maintain up-front tax reliefs, there is a limited secondary market for VCT shares and investors may

therefore find it difficult to realise their investments. As a result, the market price of the shares may not fully reflect, and will tend to be

at a discount to, the underlying net asset value. The level of discount may also be exacerbated by the availability of income tax relief on

the issue of new VCT shares. The Board recognises this difficulty, and has taken powers to buy back shares, which could be used to

enable investors to realise investments.

Employees, Environmental, Human Rights and Community Issues

The Company has no employees and the Board comprises entirely non-executive directors. Day-to-day management of the Company’s

business is delegated to the Manager (details of the management agreement are set out in the Directors’ Report) and the Company itself

has no environmental, human rights or community policies. In carrying out its activities and in its relationships with suppliers, the

Company will conduct itself responsibly, ethically and fairly. Calculus Capital Limited seeks to conduct its investment business in line

with its Environment, Social and Governance policy mentioned below. The Board has reviewed the policies of the Manager and is

confident that these are appropriate.

Environmental, Social and Governance (ESG) Policy

Policy

The Calculus Capital Limited (“Calculus”) ESG Policy details its firm-wide commitment to integrate ESG risks into its investment

processes, and outlines the foundation, ownership, and oversight mechanisms, which underpin its approach. ESG integration is the

practice of incorporating material ESG information into investment decisions and the way that it works with portfolio companies with

the objective of improving the long-term financial outcomes of client portfolios.

Responsibility

ESG integration is a core part of the investment process, and as with all other components of the investment process, is the

responsibility of our investment team. In turn, it is the responsibility of the Calculus investment committee to ensure oversight and that

all factors detailed in the ESG Policy are considered when making investment decisions, as well as in the management of existing

portfolio companies. Investment Directors are accountable for ensuring existing portfolio companies adopt strategies which align with

a transition to a more sustainable economy.

Global greenhouse gas emissions

The Company has no greenhouse gas emissions to report from the operations of the Company, nor does it have responsibility for any

emissions producing sources including those within its underlying investment portfolio under part 7 of schedule 7 to the Large and

Medium- sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended. Under the Manager’s ESG policy, the

environmental impact of an investee company is considered at the point of investment.

Human rights policy

The Board conducts the Company’s affairs responsibly and factors the human rights implications of its decisions.

Anti-bribery and corruption policy and UK Stewardship

The Company takes into account the requirements of the UK Stewardship Code and has in place internal policies on a variety of

matters including financial reporting, anti-bribery and corruption, anti-money laundering, conflicts of interest, and promoting

sustainable practices within the firm.

Anti-tax evasion

In compliance with the Criminal Finance Act 2017, the Company has adopted a zero-tolerance approach to tax evasion. The Company

has adopted the appropriate risk-based approach in respects of persons who perform or will perform services on behalf of the

Company.

Diversity

The Board of the Company is committed to inclusion and diversity. At the year end, the Board of directors comprised one male

Director and three female Directors, so has a diverse board in relation to gender diversity. The Board also considers other forms of

diversity to be important and these factors will be considered as part of the recruitment process going forward. This is further set out in

the Corporate Governance statement on page 39 of the Report and Accounts.

Mission Statement

Calculus recognises that it has a social and environmental responsibility beyond legal and regulatory requirements. It is committed to

making a positive environmental and social impact, alongside continually improving performance and governance. Each of these are

integral to its business strategy and operating methods.

The ESG Policy will be reviewed at least annually to reflect changes within Calculus, as well as alterations made regarding ESG

considerations, more widely.

Statement Regarding Annual Report and Accounts

The Directors consider that taken as a whole, the Annual Report and Accounts is fair, balanced and understandable and provides the

information necessary for shareholders to assess the Company’s position and performance, business model and strategy.

Jan Ward, Chairman

31 May 2022

Section 172 Statement

Section 172 (1) of the Companies Act 2006 requires the Directors to explain how they have fulfilled their obligation to consider broader

stakeholder interests when performing their duty to act in good faith for the benefit of all stakeholders. In doing this the Directors

considered the following factors –

- Likely consequences of any decisions in the long term

- The interests of any employees

- The need to foster business relationships with suppliers, shareholders, and others

- The impact of the company’s operations on the community and the environment

- Maintaining a reputation for high standards of business conduct

- Acting fairly as between all the members of the Company

Communication with Shareholders

The Board promotes and encourages communications with shareholders, primarily through interim and annual reports, and at annual

general meetings (“AGMs”). The Board encourages shareholders to attend and vote at AGMs. Calculus Capital Limited as Manager

keeps shareholders up to date with investee company news stories and updates on any open offers are included on quarterly newsletters

sent to investors. Investee company news stories and regulatory news is also available for shareholders to view on the Company’s website.

Calculus Capital may also, from time to time, organise investor forums where shareholders have an opportunity to meet with management

of portfolio companies. Shareholders will have the ability to vote by proxy and return proxy forms either electronically or in the post.

Directors’ decisions are intended to fulfil the Company’s aims and objectives to achieve long-term returns for shareholders. In addition

to providing the opportunity to benefit from investment in a diverse portfolio of unquoted growing companies, the Board aims

to pay annual dividends equivalent to 4.5% of NAV. During the financial year, 3.02 pence dividends per share were paid to

registered shareholders. As part of its policy to return funds to shareholders, the Company will continue to consider opportunities

for buybacks. 241,611 shares were bought back for cancellation during the year.

Oversight of Professional Advisors

As is normal practice for VCTs, the Company delegates authority for the day to day management of the company to an experienced

Manager. The Board ensures that it works very closely with Calculus Capital Limited to form strategy and objectives and oversee

execution of the business and related policies. The Board receives quarterly performance updates at board meetings from the Manager in

addition to regular ad hoc updates and portfolio news. The Manager attends every board meeting and the CEO of the Manager is also a

member of the Company’s Board. The Board reviews other areas of operation over the course of the financial year including the

Company’s business strategy, key risks, internal controls, compliance and other governance matters. The Board reviews the Manager’s

fee annually. The Board has also decided to initiate an annual strategy review event along with the Manager going forward. Due to the

restrictions of the national lockdown the Board was unable to hold the annual strategy review during the financial year, the Board will

resume with the review when conditions permit.

Oversight of Suppliers and Providers

The board reviews annually the agreements with service providers including the administrators, custodian and depositary of the Company,

to ensure value for money, accuracy and compliance. In carrying out its activities and in its relationships with suppliers, the Company

aims to conduct itself responsibly, ethically and fairly.

Working with Portfolio Companies

The board, through its investment policy and objectives, as detailed in page 27 of the Annual Report, incorporates considerations for

ensuring alignment with the objectives agreed with the Manager and portfolio companies. Calculus Capital Limited as Manager is the

main point of contact for investee companies and the Board ensures it receives updates on the entire portfolio quarterly. There have been

five new additions in the financial year and seven disposals. Further support was provided to some portfolio companies through follow-

on investments. The Manager offers investee companies both financial support and practical help by offering specialist skills and contacts

to help portfolio companies achieve their long-term objectives.

Supporting the Environment and the Community

The purpose of the regulations related to VCTs is to generate support and investment for small growth companies. Government

endorsement of the sector is aimed at creating economic growth through innovation, entrepreneurship and employment. This benefits the

economy and wellbeing of the community. The Manager incorporates consideration of social, environmental and governance issues in

making investment decisions. Investments in life sciences companies such as Destiny Pharma and Scancell, for example, all have core

missions to help society overcome disease. Destiny Pharma is developing novel anti-infectives with the aim of preventing life threatening

infections and Scancell is trialling its technology to develop a universal Covid vaccine. Supplementing the life sciences sector, med-tech

company, eConsult works as an online portal to a GP practice, allowing clinicians to determine the right care pathway more efficiently

for patients, benefiting the GP practices by releasing capacity and reducing costs.

The Board takes into consideration the potential long-term effect of their decisions on all its associated stakeholders. The effects on

members, the long-term success of the company, compliance with regulations, adherence with the Association of Investment Companies

(“AIC”) code and the reputation of the Company are all taken into consideration.

Board of Directors

Jan Ward (Chairman)*

Jan has been a mechanical engineer for over 30 years in metals, manufacturing and distribution. She has worked at board level for

specialty metals producers and distributors and has lived and worked in the US, Europe and the Middle East. Jan is the Founder of

Corrotherm International Ltd, a company specializing in high alloy metals for use in oil, gas, petrochemical power and desalination

industries, she grew the company from a one-woman company to an entity now with offices in seven countries.

An adviser and non-executive board member to a number of manufacturing companies and government departments, she is also the

Director of the Saudi British Joint Business Council and UAE UK Business Council, Director of Energy Industries Council. She is a

NatWest everywoman award winner, as well as IoD London and South East Global Director of the year. Jan was awarded a CBE for

services to Business and Honorary Doctorate of Engineering.

Janine Nicholls (Audit Committee Chairman)*

Janine has spent more than 20 years in private equity and asset management in both investment and operational roles. Latterly,

Janine was Chief Operating Officer at GHO Capital, a specialist investor in European and North American healthcare. Prior to

that, she was Chief Operating Officer at Hermes GPE, an investor in private equity funds, companies and infrastructure. Janine

joined both of these businesses at their inception and shaped the governance, risk and operating strategies that underpinned a

number of successful fundraisings from institutional investors. Before turning to operations, she was Head of Private Equity for

The Pearl Group. In July 2021 Janine joined Snowball Impact Management Limited ('Snowball') as Chief Operating Officer on a

part time basis. Snowball runs a multi-manager impact fund investing in funds which contribute towards social equity and

environment solutions. The Board confirms that there is no conflict of interest with this appointment.

Janine began her career with seven years at Price Waterhouse where she qualified as a Chartered Accountant before moving into

corporate finance and transaction roles in New York and London. She holds a Masters in Business Administration (MBA) from

INSEAD, a BSc(Econ) from the London School of Economics and the Investment Management Certificate.

John Glencross

John co-founded Calculus Capital Limited in 1999, creating one of the UK’s most successful, independent private equity firms

focused on investing in smaller, unquoted companies.

John has over 30 years’ experience in private equity, corporate finance, and operational management. During that time, he has

invested in, advised on or negotiated more than 100 transactions and served on publicly quoted and private corporate boards. He

is a board member of the Enterprise Investment Scheme Association and a member of its Tax and Technical and its Regulatory

Committees. He was also a Director of Neptune-Calculus Income and Growth plc until its assets and liabilities were acquired by

the Company. Before co-founding Calculus Capital Limited, John served as an Executive Director of European Corporate Finance

for UBS for nine years where he advised on M&A, IPOs, restructurings and recapitalisations, strategic alliances and private equity.

Prior to this, John was headhunted to be Head of the Mergers & Acquisitions Group of Philips and Drew, a 100-year-old London

based financial institution.

At the start of his career, John qualified as a Chartered Accountant with Peat Marwick (subsequently KPMG), where he then went

on to be recruited as a founder member of Deloitte’s newly established Corporate Finance practice in London. John graduated

from Oxford University with an MA (Hons) in Philosophy, Politics and Economics.

Claire Olsen *

Claire has a background in financial services marketing and research and is currently an independent consultant. Prior to this, she

was Head of European Corporate & Research Marketing for equity research firm AB Bernstein where she was responsible for

directing the strategy, growth, development and execution of the EMEA corporate research marketing programme. During her 11

years at Bernstein, she developed their European Strategic Decisions Conference to become Europe’s largest and most respected

generalist conference, rated by institutional investors and corporate management teams.

Before joining Bernstein, Claire consulted for a number of Corporate Finance Boutiques, Investment Management firms and High

Net Worth Individuals. Claire began her career working at JPMorgan Chase (previously Flemings Investment Bank) and is a

qualified Paralegal and Legal Executive.

*independent of the Manager

The Manager

Calculus Capital Limited (“Calculus Capital”) is appointed as Manager to the Company and also provides secretarial, administration and

custodian services to the Company. Calculus Capital is a generalist investor in the venture capital and EIS sector and has extensive

experience investing across a multitude of sectors, including hosted software, life sciences, creative industries, leisure and hospitality,

manufacturing and energy. Calculus Capital’s focus is to find and back capable management teams in established companies that are

already successfully selling products and services.

Calculus Capital is recognised as a leading manager of Venture Capital Investments and has been awarded the EIS Association “Best

EIS Fund Manager” Award five times, “Best EIS Investment Manager” at the 2018 and 2016 Growth Investor Awards, “Best Generalist

EIS” at the 2018 Tax Efficiency Awards and ‘Outstanding Contribution to EIS’ at the EISA 25th Anniversary Awards in 2019. Calculus

Capital has also been named Finalist in the ‘Best VCT’ category for both the 2019 Investment Week Tax Efficiency awards and 2018,

2019 and 2020 Growth Investor Awards. Calculus Capital’s success is underpinned by a disciplined investment process, strong risk

management and very close monitoring of and partnership with the portfolio companies. Calculus Capital has a team of 20 members.

The Calculus Capital team involved with Calculus VCT includes the following individuals:

John Glencross, Chief Executive of Calculus Capital Limited

Details for John Glencross can be found on page 32.

Susan McDonald, Chairman of Calculus Capital Limited

Susan also chairs Calculus Capital’s Investment Committee which approves all new investment and disposals. Susan has over 30 years

of financial services experience and has personally directed investment to over 80 companies in the last 20 years covering a diverse range

of sectors. She has regularly served as board member of the firm’s private equity backed companies. Before co-founding Calculus Capital,

Susan was Director and Head of Asian Equity Sales at Banco Santander. Prior to this, she gained over 12 years’ experience in company

analysis, flotations and private placements with Jardine Fleming in Hong Kong, Robert Fleming (London) and Peregrine Securities (UK)

Limited. Susan has an MBA from the University of Arizona and a BSc from the University of Florida. Before entering the financial

services industry, Susan worked for Conoco National Gas Products Division and with Abbott Laboratories Diagnostics Division.

Natalie Evans, Finance Director and Company Secretary

Natalie has over 12 years’ experience working in private equity both in the fund operations and finance roles. Natalie is responsible for

finance and operations at Calculus Capital. Until recently Natalie was Head of Fund Administration and she still oversees all areas of

VCT fund administration, operations and reporting. Natalie also carries out the company secretarial work for the Company. Natalie is a

chartered management accountant and holds a first class Bachelor of Law degree. Prior to this Natalie graduated with a Masters of

Modern Languages from the University of Manchester.

Richard Moore, Co-Head of Investments

Richard joined Calculus Capital in 2013. Prior to this he was a Director at Citigroup, and also previously worked at JP Morgan and

Strata Technology Partners. Richard has over 15 years’ corporate finance experience advising public and private corporations and

financial sponsors on a range of M&A and capital raising transactions. Richard’s role is to source and execute new deals, as well as

managing some of the existing portfolio companies through to exit. Richard began his investment banking career in the UK mid-

cap advisory team at Flemings (acquired by JPMorgan in 2000), working with companies across a broad a range of sectors. More

recently Richard has specialized in advising companies in the technology industry. Richard has advised on a wide range of

transactions including buy-side and sell-side M&A mandates, public equity and debt offerings, private equity investments and

leveraged buy outs in the UK, Europe, US and Asia. Richard began his career at KPMG where he qualified as a Chartered

Accountant. He has a BA (Hons) in Politics and Economics from Durham University.

Alexander Crawford, Co-Head of Investments

Alexander joined Calculus Capital in 2015, and has over 22 years’ corporate finance experience, incorporating M&A, capital raising

in both public and private markets, and other strategic advice. He spent ten years with Robert Fleming & Co, Evercore Partners and

JP Morgan in London, New York and Johannesburg, where he advised the South Africa government on the hedge fund team of their

incumbent telecoms operator. He was more recently a Managing Director at Pall Mall Capital. Alexander’s role is to source and

execute new deals, as well as managing some of the existing portfolio companies through to exit. Alexander has an MA in

Mathematics from Cambridge University and qualified as a Chartered Accountant with KPMG.

Alexandra Lindsay, Investment Director

Alexandra joined Calculus Capital in 2008. She specializes in the valuation of investment opportunities, focusing on the energy, life

sciences and services sectors. Alexandra is responsible for project management from proposal through due diligence to completion.

Prior to joining Calculus Capital, she worked on the hedge fund team at Apollo Management International where she conducted

research into companies and markets. She graduated from University College London with a first class degree in History of Art

having previously studied Engineering Science at Wadham College, Oxford. Alexandra is a CFA charterholder.

Dominic Harris, Portfolio Management Director

Dominic joined Calculus Capital in 2019. Prior to this he was an Investment Director at Valtegra, a mid-market, private equity firm.

Dominic’s role is to monitor and manage the performance of Calculus’s investee companies. He has over 22 years investment

experience, including as an investment banker in both M&A execution and coverage across the industrials, transport, shipping and

services sectors. He previously worked at HSBC, Nomura, KPMG, Citigroup and BDO LLP. Dominic has a Masters in Finance

from London Business School, an MBA from SDA Bocconi Business School, Milan and a BA(Hons) in economics from the

University of Manchester. He is also a Chartered Accountant having qualified with BDO LLP.

Directors’ Report

The Directors present their Annual Report and Accounts for the year ended 28 February 2022.

Directors

Jan Ward

Janine Nicholls

John Glencross

Claire Olsen

The Board is responsible for efficient and effective leadership of the Company. There is a formal schedule of matters reserved for the

decision of the Board which has been set out on page 39 of the Report and Accounts. The Board meets at least four times a year and

comprises four Directors, three of which are independent to the Manager.

The audit committee reports to the board on matters relating to the audit and the annual report of the company. Key areas for which the

audit committee is responsible has been set out on page 43 of the Report and Accounts, The audit committee meets at least twice a year

and comprises all three independent non-executive Directors. In the year to 28 February 2022, all formal Board and Audit Committee

meetings were attended by all Directors.

Biographical notes of the Directors are given on page 32.

Under the Listing Rules, John Glencross is subject to annual re-election due to his connection to Calculus Capital Limited and will

therefore be standing for re-election at the Annual General Meeting.

Claire Olsen, Jan Ward and Janine Nicholls were elected at the last Annual General Meeting. All Directors stand for re-election at the

upcoming Annual General Meeting.

It is the policy of the Company to employ an independent third party to lead the recruitment process for any future Directors.

Formal performance evaluation of the Directors and the Board has been carried out and the Board considers that all of the Directors

contribute effectively and have the skills and experience relevant to the future leadership and direction of the Company. Further details

of this process can be found on page 40 of the Report and Accounts.

The Board accordingly recommends that John Glencross, Jan Ward, Claire Olsen and Janine Nicholls be re-elected as Directors at the

Annual General Meeting.

John Glencross is Chief Executive and a Director of Calculus Capital Limited and is deemed to have an interest in the Calculus

Management Agreements and the Performance Incentive Agreement.

None of the other Directors or any persons connected with them had a material interest in the Company’s transactions, arrangements nor

agreements during the year.

The Company has made no donations to any political parties.

The rules concerning the appointment and replacement of Directors are contained in the Company’s Articles of Association.

Dividends

Details of the dividend recommended by the Board are set out in the Strategic Report on page 7 of the Accounts.

Directors’ fees

A report on Directors’ remuneration is set out on pages 45 to 48 of the Accounts.

Directors’ and Officers’ liability insurance

Directors’ and Officers’ liability insurance cover is provided at the expense of the Company.

Share Capital

The capital structure of the Company and movements during the year are set out in note 12 of the Accounts. At the year end, no shares

were held in Treasury. During the year, the following changes to the Company’s share capital have taken place:

Since the year end, a further 4,668,723 new Ordinary shares have been issued pursuant to an offer for subscription.

Substantial Shareholdings

As at 28 February 2022, there were no notifiable interests above 3 per cent in the voting rights of the Company.

Management

Calculus Capital Limited is the qualifying Investments’ portfolio manager. Calculus Capital Limited was appointed as Manager pursuant

to an agreement dated 2 March 2010. A supplemental agreement was entered into on 7 January 2011 in relation to the management of

the C Share fund. A further supplemental agreement was entered into on 26 October 2015 in relation to the management of the D share

fund and covers the addition of company secretarial duties. The supplemental management agreement entered into on 12 September 2017

relates to the merged share fund (together, the “Calculus Management Agreements”). From 12 September 2017, Calculus Capital Limited

agreed to meet the annual expenses of the Company in excess of 3.0 per cent of the net asset value of the Ordinary shares.

Pursuant to the Calculus Management Agreements, Calculus Capital Limited will receive an annual management fee of 1.75 per cent of

the net asset value of the Ordinary share fund, calculated and payable quarterly in arrears.

Calculus Capital Limited is also entitled to a fee of £15,000 per annum (VAT inclusive where applicable) for the provision of company

secretarial services.

For the year to 28 February 2022, Calculus Capital Limited charged £436,508 in management fees, £18,000 (VAT inclusive) in company

secretarial fees, and did not contribute to the expenses (2021: charged £319,639 in management fees, £18,000 in company secretarial

fees and did not contribute to the expenses cap).

Performance Fees

Pursuant to a performance incentive agreement dated 26 October 2015, Calculus Capital Limited is entitled to a performance incentive

fee equal to 20 per cent of Ordinary shareholder (formerly D shareholder) dividends and distributions paid in excess of 105 pence. The

Board have assessed the likelihood of a performance fee being paid as remote and have thus not made a provision for it in these accounts.

In making this assessment the Board have considered the current performance of the Company, including dividends paid out and the

current net asset value attributable to Ordinary shareholders.

Investec Structured Products was appointed as Manager pursuant to an agreement dated 2 March 2010, and their appointment as Manager

terminated in February 2017. Certain performance incentive agreements were entered into with Calculus Capital Limited and Investec

Structured Products.

Pursuant to a legacy performance incentive agreement between the Company, Calculus Capital Limited and Investec Structured Products

dated 2 March 2010, Investec Structured Products and Calculus Capital Limited were each to receive a performance incentive fee payable

of an amount equal to 10 per cent of dividends and distributions paid to old ordinary shareholders following the payment of such

dividends and distributions provided that such shareholders have received in aggregate distributions of at least 105p per Ordinary share

(including the relevant distribution being offered). The Board assess the likelihood of this hurdle ever being met in the long term as a

remote probability, and consequently have not recognised a liability or contingent liability in these financial statements.

A legacy performance incentive agreement between the Company, Calculus Capital Limited and Investec Structured Products dated 7

January 2011 was entered into with reference to the C share class. As one of the performance hurdles has not been met, no incentive fee

will ever be paid under this agreement, hence no performance fee has been accrued.

The Board recognises that the existing performance fee arrangement is no longer compatible with the current strategy of the Company.

The Board will undertake a review and will communicate any proposed changes in due course.

Date

Description

No. of Shares

01 March 2021

Total shares brought forward

31,393,092

01 April 2021

Issue of new ordinary shares

7,103,371

30 June 2021

Issue of new ordinary shares

1,699,322

30 July 2021

Issue of new shares (via dividend reinvestment scheme)

190,972

02 September 2021

Issue of new ordinary shares

1,347,706

12 November 2021

Share buyback and cancellation

(241,611)

17 December 2021

Issue of new ordinary shares

2,981,414

28 February 2022

Total shares in Issue

44,474,266

Continuing Appointment of the Manager

The Board keeps the performance of Calculus Capital Limited under continual review. A formal review of the Manager’s performance

and the terms of their engagement has been carried out and the Board are of the opinion that the continuing appointment of Calculus

Capital Limited as Manager is in the interests of shareholders as a whole. The Board is satisfied with the performance of the Company

to date. The Board is confident that the VCT qualifying tests will continue to be met.

Financial Risk Management

The principal financial risks and the Company’s policies for managing these risks are set out in note 16 to the Accounts.

Going Concern

In assessing the going concern basis of accounting, the Directors have had regard to the guidance issued by the Financial Reporting

Council and also the impact caused by Covid. As disclosed on page 27 under long-term viability, it was concluded that Covid is not

expected to have a significant impact in the long term. After making enquiries, and having reviewed the portfolio, balance sheet and

projected income and expenditure for a period of 12 months from the date these financial statements were approved, the Directors have

a reasonable expectation that the Company has adequate resources to continue in operation for at least the next twelve months.

Consideration is given to the cash balances and holdings in money market funds, together with the ability of the Company to realise its

investments. The Directors have assessed whether material uncertainties exist and their potential impact on the Company’s ability to

continue as a going concern and conclude that no such material uncertainties exist. The Directors have therefore adopted a going

concern basis in preparing the Financial Statements.

Annual General Meeting

A formal Notice convening the Annual General Meeting of the Company to be held on 14 July 2022 can be found on pages 76

to 77. As mentioned earlier, in light of the ongoing Covid pandemic the Board is considering contingency plans for the 2022

AGM taking into account the evolving nature of the regulations and announcements from the Financial Reporting Council and

the Financial Conduct Authority.

The resolutions are as follows:

• To receive and adopt the Strategic Report, Directors’ Report and Auditors’ Report and the audited Accounts for the year ended 28

February 2022 (Resolution 1).

• To receive and approve the Directors’ Remuneration Report for the year ended 28 February 2022 (Resolution 2)

• To approve the Directors’ Remuneration Policy (Resolution 3).

• To approve the payment of a final dividend of 3.06 pence per Ordinary Share (Resolution 4).

• To re-elect John Glencross as a Director of the Company (Resolution 5).

• To re-elect Janine Nicholls as a Director of the Company (Resolution 6).

• To re-elect Jan Ward as a Director of the Company (Resolution 7).

• To re-elect Claire Olsen as a Director of the Company (Resolution 8).

• To re-appoint BDO LLP as Auditor to the Company to hold office until the conclusion of the next annual general meeting

of the Company (Resolution 9).

• To authorise the directors to fix the auditors’ remuneration (Resolution 10).

• To grant the directors the power to allot Ordinary shares (Resolution 11).

• To disapply pre-emption rights (Resolution 12).

• To give the directors authority to purchase shares (Resolution 13).

• To authorise the Company to hold general meetings on 14 clear days’ notice (Resolution 14).

• To cancel the share premium account and the capital redemption reserve (Resolution 15).

Resolutions 1 to 11 will be proposed as ordinary resolutions and resolutions 12 to 15 will be proposed as special resolutions. Further

explanation of the special resolutions is given below.

Resolution 12 will sanction in a limited manner the disapplication of pre-emption rights in respect of the allotment of equity securities

for cash pursuant to the authority conferred by resolution 11. This authority will be effective until the conclusion of the next Annual

General Meeting (expected to be in July 2023).

The Board believes that it is beneficial to the Company for it to continue to have the flexibility to purchase in the market its own shares.

Resolution 13 seeks authority from the Shareholders for the Company to be authorised to do so when considered appropriate by the

directors.

It is proposed by Special Resolution 13 that the directors be given authority to make market purchases of the Company’s own shares. Under

this authority the directors may purchase shares with an aggregate nominal amount up to but not exceeding 10 per cent of the Company’s

issued Ordinary share capital. When buying shares, the directors cannot pay a price per share which is more than 105 per cent of the

middle market prices shown in the quotations for an Ordinary share in the London Stock Exchange Daily Official List for the five

business days immediately preceding the date on which the Ordinary share is to be purchased. This authority will be effective until the

conclusion of the next Annual General Meeting.

The Board believe it is beneficial for the Company to have the flexibility to call general meetings, other than Annual General Meetings,

at 14 clear days’ notice. The minimum notice period for annual general meetings will remain at 21 clear days. Resolution 14 will reduce

the necessary notice period. The authority will be effective until the conclusion of the next Annual General Meeting.

Resolution 15 seeks to cancel the share premium account and capital redemption reserve. If passed, this resolution will then allow,

subject to Court approval, the reserve created by the cancellation to be treated as a realised profit. Shareholders’ approval for a reduction

of share capital of the Company, including its share premium, is necessitated by section 641 of CA 2006.

Developments Since The Year End

Other than as mentioned above on page 8, there have been no other developments since the year end.

Statement of Disclosure to the Auditor

The directors who held office at the date of approval of the Directors’ Report confirm that, so far as they are aware,

(a) there is no relevant audit information of which the Company’s Auditor is unaware; and

(b) each Director has taken all the steps that he/she ought to have taken as a Director to make himself/ herself aware of any

relevant audit information and to establish that the Company’s Auditor is aware of that information.

By order of the Board,

Calculus Capital Limited Company Secretary

31 May 2022

Corporate Governance

The Board is accountable to shareholders for the governance of the Company’s affairs and is committed to maintaining high standards of

corporate governance and to the principles of good governance as set out in the AIC Code of Corporate Governance (2019) (the “Code”)

issued by the AIC and endorsed by the Financial Reporting Council (“FRC”), a copy of which can be found at www.theaic.co.uk.

Pursuant to the Listing Rules of the Financial Conduct Authority, the Company is required to provide shareholders with a statement on

how the main and supporting principles set out in the Code have been applied and whether the Company has complied with the provisions

of the Code. The Board has established corporate governance arrangements that it believes are appropriate to the business of the Company

as a venture capital trust. The Board has reviewed the Code, and considers that it has complied throughout the period, except as disclosed

below:

• The Company does not have a separate policy on the tenure of the chair. The re-election of all directors is sought annually at

Annual General Meetings of the Company.

• In light of the responsibilities retained by the Board and its committees and the responsibilities delegated to the Managers, the

Administrator, the Registrars and legal advisers, the Company has not appointed a chief executive officer, deputy chairman or a

senior independent Director as recommended by the AIC code.

• Given the structure of the Company and the Board, the Board does not believe it necessary to appoint separate remuneration or

nomination committees, and the roles and responsibilities normally reserved for these committees will be a matter for the full

Board.

• The Company does not have an internal audit function as all of the Company’s management functions are performed by third

parties whose internal controls are reviewed by the Board. However, the need for an internal audit function will be reviewed

annually.

The Board

The Board comprises four non-executive Directors, details of each can be found on page 32 of the Annual Report. The Board seeks to

ensure that it has the appropriate balance of skills and experience, and considers that, collectively, it has substantial experience of investment

management, venture capital investment and public company management. The Company has no employees. All Directors have sufficient

time to commit to the business of the company.

None of the Directors has a service contract, but letters of appointment setting out the terms of their appointment are in place. Directors are

not entitled to any compensation for loss of office. Copies of the letters of appointment are available on request from the Secretary.

Directors are appointed with the expectation that they will serve for a period of at least three years and all Directors will retire at the first

Annual General Meeting after election and will be subject to annual re-election thereafter in line with recommendations in the AIC Code

of Corporate Governance (2019). The Board will consider the Code’s recommendation to re-evaluate independence when a Director has

served for nine years. The Board considers succession planning in its annual evaluation.

A procedure for the induction of new Directors has been established, including the opportunity of meeting with the relevant executive

members and other principal personnel of the investment management company, and other service providers.

The Directors may, in the furtherance of their duties as Directors, seek independent professional advice at the expense of the Company.

The Company maintains Directors’ and Officers’ Liability Insurance.

The Board considers diversity when reviewing Board composition and is committed to considering diversity when making future

appointments.

Board Operation

Board meetings are held at least quarterly and additional ad hoc meetings are arranged as necessary.

The Board is responsible for efficient and effective leadership of the Company. There is a formal schedule of matters reserved for the

decision of the Board, which include:

• approval of annual and half-yearly reports, circulars and other shareholder communications;

• the payment of dividends;

• the allotment of shares;

• appointment and removal of Board members and officers of the Company;

• the appointment of third-party service providers, including the Manager; and

• The Company’s strategy and culture including changes to the Company’s objectives, investment policy and accounting policies.

Directors’ attendance at formal meetings during the year was as follows:

Scheduled Board Meetings

Audit Committee Meetings

Number

entitled

to attend

Number

attended

Number

entitled

to attend

Number

attended

Janine Nicholls

John Glencross

n/a

Claire Olsen

Jan Ward

In accordance with the 2019 AIC Code, each year a formal performance evaluation is undertaken of the Board as a whole and its

Committees. The Chairman evaluates the Directors individually more informally throughout the year. The Board considers the evaluation

procedure to be robust and as such does not deem the use of an external Board evaluation to be necessary.

The appraisal process was conducted by the Chairman by way of an evaluation questionnaire encompassing both quantitative and qualitative

measures of performance. A senior independent Director has not been appointed but Janine Nicholls carries out the evaluation of the

Chairman, also taking into account qualitative and quantitative measures. As a result of the evaluation, the Board considers that all the

current Directors contribute effectively and have the skills and experience relevant to the leadership and direction of the Company. This

process will be carried out annually.

Independence of Directors

The Board has reviewed the independence of each Director and considers that three Directors are fully independent of the Manager.

John Glencross is Chief Executive and a Director of Calculus Capital Limited and is accordingly not deemed to be independent. John is a

Director of Maven Screen Media Limited, Home Team Content Limited and Wonderhood Studios Limited.

Jan Ward is Chairman of AnTech Limited, in which the Company is invested. This is not perceived to represent a conflict with Ms

Ward’s position as a Director of the Company. The Board accordingly determined

that she is independent.

Claire Olsen was employed as a temporary maternity cover for Calculus Capital Limited during 2018. As her employment with Calculus

Capital Limited terminated in 2018, prior to her appointment to the Board, the Board accordingly determined that she is independent.

Nomination and Remuneration Committees

The Board has not established a nomination committee, or a remuneration committee, and these matters are dealt with by the Board as a

whole. The Board keeps under review the composition and balance of skills, knowledge and experience of the Directors and will make

recommendations to shareholders for the election or re-election of Directors at the Annual General Meeting. The Board also keeps the

levels of remuneration of the Directors under review to ensure that they reflect time commitment and responsibilities of the role and are

broadly in-line with industry standards. The Directors’ fees were reviewed in the year ended 28 February 2022, as disclosed on page 46 of

the annual report. The resolution to approve the Directors’ Remuneration Report was passed at the 2021 AGM by over 97 per cent of votes

cast. Please refer to page 47 of the Annual Report for a comparison of total remuneration of Directors against dividends paid out in the

year.

Recruitment

The Company does not have a specific diversity and inclusion policy; however it acknowledges that it is imperative for the Board to have

the right balance of skills, knowledge and experience as well as gender, racial and other forms of diversity. As such, these factors are taken

into account when making a new appointment, to ensure the diversity of the candidate pool is improved. Going forward, the Board has

adopted a more formal and transparent recruitment process, with open advertising and utilising external search consultancies. It has also

developed a standard framework ensuring both shortlists and interview panels are suitably diverse. Appointment of a new Director will be

based on merit, skills, knowledge and relevant experience. The Board is fully supportive of the Hampton Alexander Report and strives to

comply with the recommendations on diversity laid out in the AIC Code of Corporate Governance (2019).

The Company’s Manager is an equal opportunity employer. The Board does not discriminate and take affirmative measures to ensure

against discrimination in employment, recruitment, advertisements for employment, compensation, termination and other conditions of

employment against any employee or candidate on the basis of race, colour, gender, national origin, age, religion, faith, disability, sexual

orientation, gender identity or gender expression.

Conflicts of Interest

The Articles of Association permit the Board to consider and, if it sees fit, to authorise situations where a Director has an interest that

conflicts, or may possibly conflict, with the interests of the Company. There is in place a formal system for the Board to consider authorising

such conflicts, whereby the Directors who have no interest in the matter, decide whether to authorise the conflict and any conditions to be

attached to such authorisations. Significant shareholdings are made public to allow the Board to manage any conflicts so arising. As

disclosed on page 36 of the Annual Report, on 28 February 2022 there were no significant shareholdings in the Company.

Audit Committee

An Audit Committee has been established and operates within clearly defined terms of reference, copies of which are available from the

Secretary. The Committee comprises solely the independent Directors and is chaired by Janine Nicholls. The Audit Committee members

are considered to have sufficient recent and relevant financial experience. The non-independent Director is also invited to attend the Audit

Committee meetings as he is intimately involved in the Company’s affairs and has specific knowledge of the investments made by Calculus

Capital on the Company’s behalf.

The Audit Committee meets at least twice a year, with representatives of Calculus Capital invited to attend. The Audit Committee provides

a forum through which the external Auditor reports to the Board. The Auditor attends the Audit Committee at least once a year, for

consideration of the annual report and accounts.

The principal responsibilities of the Audit Committee include monitoring the integrity of the accounts of the Company and reviewing the

Company’s internal control and risk management systems. The Audit Committee also monitors the independence and objectivity of the

external Auditor, reviews the scope and process of the audit undertaken by the external Auditor, and reviews the provision of non-audit

services by the external Auditor.

The Audit Committee reviews the need for non-audit services and authorises such on a case-by-case basis, having consideration to the cost-

effectiveness of the services and the independence and objectivity of the Auditor.

The Audit Committee Report can be found on page 43 of the Annual Report.

Board Relationship with the Manager

As disclosed above, there is a formal schedule of matters reserved for the decision of the Board. At each Board meeting the Directors follow

a formal agenda with a comprehensive set of papers giving detailed information on the Company’s transactions, financial position and

performance. Representatives of Calculus Capital attend each Board meeting, and written reports about investments, performance and

outlook are obtained from the Manager for each meeting. In light of the information at its disposal, the Board gives direction to the Manager

with regard to investment objectives and guidelines. Within these guidelines, the Manager takes decisions as to the purchase and sale of

individual investments within their respective mandates. The Manager also maintains ongoing communication with the Board between

formal meetings.

In addition, as outlined in the AIC Code of Corporate Governance (2019), the Board continues to review the Company’s culture and values

to ensure they are fully aligned with the Company’s strategy and the principles of our Directors, together with the objectives and guidelines

that we set the Manager. The 2019 AIC Code is available on the AIC website (www.theaic.co.uk), where it includes explanations of how

the 2019 AIC Code adapts these Principles and Provisions set out in the UK Code to make them relevant for investment companies.

The Board has reviewed the Managers whistleblowing policy and is satisfied with the arrangements from the information given.

As disclosed on page 42 of the Annual Report, the Board reviews the performance of the Manager annually.

Stewardship Responsibilities and use of Voting Rights

The Board has reviewed and discussed the UK Stewardship Code with the Manager. It has determined that the Stewardship Code does

apply to the Company’s Venture Capital Investments, which are managed by Calculus Capital. The Company has therefore delegated

responsibility for exercising the Company’s responsibilities under the Stewardship Code, including voting on its behalf at investee company

meetings, to Calculus Capital.

Calculus Capital has published a Disclosure Statement setting out its compliance with the Stewardship Code, together with explanations

for any areas of non-compliance, a copy of which can be found on its website. Calculus Capital has a policy of voting all shares held in an

investee company at all meetings, and will normally be supportive of the management teams, but will vote against resolutions if it is

believed that the proposals are not in the best interests of investors.

The Company Secretary

Calculus Capital, as Company Secretary is responsible for ensuring that Board and Committee procedures are followed and that applicable

regulations are complied with. The Secretary is also responsible to the Board for ensuring timely delivery of information and reports and

that statutory obligations of the Company are met. The Board reviews the performance of the Secretary on an annual basis and believes the

current service provider provides a high-quality service at a competitive price.

Pensions & Investment Research Consultant (PIRC) Statement

A new PIRC policy has been introduced which recommends voting against the annual report and accounts of an investment company where

the fund manager is also providing company secretarial services. The AIC does not agree that managers providing company secretarial

services raises any governance concerns. The Board echoes the AIC’s opinion on the matter and will continue to monitor this position

regularly.

Risk and Internal Controls

The Directors are responsible for the internal control systems of the Company and the reliability of the financial reporting process and for

reviewing their effectiveness. An ongoing process, in accordance with the guidance supplied by the FRC on internal controls, has been

established for identifying, evaluating and managing the risks faced by the Company. The key risks which the Board has identified have

been set out in the Strategic Report in the Report and Accounts for the year to 28 February 2022. This process, together with key procedures

established with a view to providing effective financial control, was in place throughout the year and up to the date of the signing of this

report. The internal control systems are designed to ensure that proper accounting records are maintained, that the financial information on

which business decisions are made and which are issued for publication is reliable and that the assets of the Company are safeguarded. The

risk management process and systems of internal control are designed to manage rather than eliminate risk, and such systems can provide

only reasonable rather than absolute assurance against material misstatement or loss.

Since leaving the European Union, an assessment on the portfolio companies found no direct negative impact, however, they may be

affected by wider economic and political changes.

The Board, through the Audit Committee, has identified risk management controls in the key areas of strategy and investment, laws and

regulations, service providers and other business risks, which encompass the operational, financial and compliance risks faced by the

Company. A risk matrix to identify existing and emerging risks has been produced against which the risks identified and the controls in

place to mitigate those risks can be monitored. The risks are assessed on the basis of the likelihood of them happening, the impact on the

business if they were to occur and the effectiveness of the controls in place. This risk register is reviewed at each meeting of the Audit

Committee and at other times as necessary.

Most functions for the day-to-day management of the Company are sub-contracted, and the Directors therefore obtain regular assurances

and information from key third party suppliers regarding the internal systems and controls operated in their organisations. In addition, each

of the third parties is requested to provide a copy of its report on internal controls to the Board each year.

The Board reviews the performance of the Manager, Administrator, Company Secretary, Custodian and Registrar on at least an annual

basis. It has identified that the success of the Manager is dependent on its key personnel and has therefore satisfied itself that the Manager

has an adequate succession plan in place. Formal Board meetings are attended by various employees of the Manager to ensure continuity

were key personnel to change.

In accordance with the guidance issued to directors of listed companies, the Directors have carried out a review of the effectiveness of the

various systems of internal controls as operated by the Company’s main service providers during the year.

Shareholder Relations

The Annual General Meeting is an important forum for the Board to communicate with shareholders and the Board consequently

encourages shareholders to attend and vote at the Annual General Meeting. This is in addition to regular investor forums hosted by the

Manager, where shareholders have an opportunity to meet the management of some of the portfolio companies. These meetings have not

been held face to face in light of the lockdown restrictions. The Manager also makes themselves available to meet or speak with shareholders

individually on request and prides itself on providing regular communications to its shareholders. The Annual General Meeting will be

attended by the Directors, including the Chairman and the Chairman of the Audit Committee, and representatives of Calculus Capital, who

will be available to discuss issues affecting the Company. The notice of Annual General Meeting in the Report and Accounts for the year

to 28 February 2022 sets out the business of the meeting.

In accordance with the Code, it is the Board’s policy to engage with shareholders if a resolution were ever to receive more than 20 per cent

of votes cast against.

The AGM will be conducted in the offices of Calculus Capital Limited while also being accessible virtually via Zoom. More information

will be shared regarding the format of the AGM on the Company’s website https://www.calculuscapital.com/calculus-vct/. Shareholders

will have the ability to vote by proxy and return proxy forms either electronically or in the post.

During these exceptional circumstances, it is recommended that shareholders write to the Company with any concerns or enquiries via the

Company Secretary or via Calculus Capital’s Investor Relations team info@calculuscapital.com.

The half-yearly and annual reports are designed to present a full and readily understandable review of the Company’s activities and

performance. Copies are available for download from Calculus Capital’s website, www.calculuscapital.com/calculus-vct/. The net asset

value of the Company is released at least quarterly to the London Stock Exchange.

Audit Committee Report

The main responsibilities of the Audit Committee (“the Committee”) which are detailed in the Terms of Reference and available

on the Company’s website include:

• Monitoring the integrity of the accounts of the Company.

• Reviewing the Company’s internal control and risk management systems.

• Ensuring that the annual report and accounts, taken as a whole, is fair, balanced and understandable, and provides

information necessary for shareholders to assess the Company’s position and performance, business model and strategy.

• Monitoring the independence and objectivity of the external Auditor, reviewing the scope and process of the audit

undertaken by the external Auditor, and reviewing the provision of non-audit services by the external Auditor.

• Ensuring adherence to all relevant UK professional and regulatory requirements.

The Committee consists of the three independent Directors and is chaired by Janine Nicholls. The Audit Committee carried out an

internal evaluation of its composition, performance and effectiveness during the year. All members are considered to have recent

and relevant financial experience. The non-independent Director, John Glencross is also invited to attend the Audit Committee

meetings as he is intimately involved in the Company’s affairs and has specific knowledge of the investments made by Calculus

Capital Limited on the Company’s behalf.

The Company does not have an internal audit function as most of its day-to-day operations are delegated to third parties, all of

whom have their own internal control procedures. The Committee discusses annually whether it would be appropriate to establish

an internal audit function and has agreed that the existing system of monitoring and reporting by third parties remains appropriate

and sufficient.

Activity During the Year

The Committee met twice during the financial year to consider the interim and annual accounts, review the principal risks faced and

the internal control systems and to review the Audit Plan and fees of the external Auditor. The findings of the annual audit were

discussed, and the Committee is pleased to report that there was nothing material or unusual to report. The risks to which the Company

is exposed are recorded in a risk register and include strategic, market, investment, operational and regulatory risks. The controls

in place to mitigate these risks and the residual risk is reviewed at Committee meetings, and the risk register updated as required at

each meeting in accordance with best practice. For details of risk management please refer to the details on page 29.

The Committee worked closely with the Manager to ensure VCT qualifying status was maintained. At 28 February 2022, 85 per cent of

the money required to be invested was invested in a diversified portfolio of Venture Capital Investments. Funds awaiting investment

opportunities have been invested in liquid non-qualifying investments such as cash and money market funds.

Significant Matters

The significant issues considered by the Committee are set out below.

Valuations

During the year, the Committee considered the valuation of the venture capital portfolio. As the venture capital portfolio is primarily

invested in unlisted securities, accurate valuation requires the skill, knowledge and judgement of Calculus Capital Limited, who applies

industry (International Private Equity and Venture Capital Valuation guidelines) recognised methods of valuation. Valuations are arrived

at following extensive discussions which consider the current operating performance and environment of the investee companies, the

capital structure and the respective financial position of each company. The valuations applied to portfolio companies vary from sector

to sector. Where comparable listed companies are available, the methodology will include comparison with external valuation multiples.

This information is combined with appropriate discounted cash flow calculations and in some cases will be calibrated with prices

achieved at recent funding rounds. The Committee is confident that appropriate valuations have been applied to the unquoted holdings

within the Company. Further details of the valuation methodologies applied can be seen on page 61. The Manager and the Board consider

that the investment valuations are consistent and appropriate.

Long-term viability statement

In accordance with principle 21 of the AIC Code of Corporate Governance published by the AIC in February 2019, the Directors have

assessed the prospects of the Company over the five year period to 28 February 2027. The length of time which the statement should

cover was discussed and a period of five years was selected reflecting the Board’s strategic time horizon. The assumptions underlying

the forecasts including expenditure requirements, the level of investment realisations and expected investment income were considered.

The Committee also considered the ability of the Company to raise finance and identify new investment opportunities. The principal

risks facing the Company were also considered, including those that might impact the future performance, solvency, or liquidity of the

Company. The Committee is confident that the Company will continue to operate and meet its liabilities over the five-year period.

Covid

New variants of coronavirus and new waves of lockdowns has led to significant disruptions on the global economy. As mentioned earlier,

the risks which arise from the ongoing pandemic are the investee companies’ ability to fulfil orders and or /effect installations, supply

chain disruption and the impact of the general economic downturn on the availability of capital, and consequently the valuations likely

to be achieved in funding rounds. These risks, however, are mitigated through the Company’s significant cash assets and in its substantial

investments in the life sciences sector, which are benefiting in the current climate from creating products to aid the fight against Covid.

Engagement of the auditor

The Committee reviewed the Audit Plan and fees presented by BDO LLP. BDO LLP has charged £38,386 for the audit fee (2021:

£35,875). BDO LLP performed no other non-audit services during the year.

Auditor evaluation

BDO LLP have much experience in the VCT sector and the Board are satisfied that BDO LLP has carried out its duties as auditor in a

diligent and professional manner.

Janine Nicholls

Chairman of the Audit Committee

31 May 2022

Directors’ Remuneration Report

The Board has prepared this report in accordance with the requirements of the Large and Medium Sized Companies and Groups

(Accounts and Reports) (Amendment) Regulations 2013. An Ordinary resolution for the approval of this report will be put to shareholders

at the forthcoming Annual General Meeting.

The law requires the Company’s Auditor, BDO LLP, to audit certain disclosures provided. Where disclosures have been audited, they are

indicated as such the rest of the disclosures have been reviewed for consistency with the financial statements and the auditor’s

understanding of the Company. The Auditor’s opinion is included in the “Independent Auditor’s Report” on pages 50 to 55.

Statement from the Chairman

I am pleased to present the Directors’ Remuneration Report for the year ended 28 February 2022.

The Board consists entirely of non-executive Directors and the Company has no employees. We have not, therefore, reported on those

aspects of remuneration that relate to executive Directors. Due to the size and nature of the Board, it is not considered appropriate for the

Company to establish a separate remuneration committee, and the remuneration of the Directors is therefore dealt with by the Board as a

whole.

During the year ended 28 February 2022, the fees were set at the rate of £24,000 per annum for the Chairman, £20,000 for Chair of the

Audit Committee and £18,000 per annum for other Directors. John Glencross receives no fees from the Company. There has been 0 per cent

increase in Directors fees for each Director against the prior year.

Company Performance

The graph below compares the total return (assuming all dividends are reinvested) to original holders of (old) Ordinary shares since 8

April 2010 and to original holders of C shares since 5 April 2011 (when the Ordinary shares and C shares respectively were first admitted

to the Official List of The UK Listing Authority) and to original holders of D shares since 9 March 2016 and to holders of new Ordinary

shares since 1 August 2017 compared to the total shareholder return in the FTSE AIM All Share Index. The FTSE AIM All Share index

is the most appropriate for comparison as this allows smaller, riskier companies, like Calculus VCT, to list on a public exchange. The

original Ordinary shares, C shares and D shares no longer exist. All share classes were merged on 1 August 2017 using conversion ratios

of 1 Ordinary share = 0.1442 D shares and 1 C share = 0.235 D shares and then all the shares were renamed (new) Ordinary shares. The

lines shown below for the original Ordinary and C classes from 1 August 2017 to 28 February 2018 use pro forma figures calculated by

taking the proportion of a new Ordinary share as is represented by the conversion ratio X the price of an Ordinary share and adding

cumulative dividends. As the D shares were renamed Ordinary shares, the pro forma return is the same as that of the Ordinary shares.

*Total Shareholder Return is defined as NAV per year and cumulative dividends paid to date.

Directors’ Emoluments for the Year ended 28 February 2022 (audited)

The Directors who served in the year received the following emoluments in the form of fees:

Director

Year to

28 Feb 22

28 Feb 21

£’000

Kate Cornish-Bowden (resigned on 3 July 2020)

John Glencross

Janine Nicholls (appointed 3 July 2020)

Claire Olsen

Jan Ward

Percentage increase in director's fees

Year to

28 Feb 22

28 Feb 21

Kate Cornish-Bowden (resigned on 3 July 2020)

John Glencross

Janine Nicholls (appointed 3 July 2020)

Claire Olsen

Jan Ward

Prior to 2019 the directors’ fees had not been increased since the Company was formed in 2010. Following a review of the competitor

landscape, fees were increased in 2019. Directors are compensated only for the period in which they serve.

John Glencross is not entitled to any remuneration from the Company due to his connection with Calculus Capital Limited.

Taxable benefits, Variable Pay and Pension Benefits (audited)

The Directors who served during the year received no taxable or pension benefits during the year.

Directors’ Interests (Audited)

There is no requirement under the Company’s Articles of Association for directors to hold shares in the Company. The interests of

the Directors and any connected persons in shares of the Company are set out below:

Number of Ordinary Shares at:

Percentage of Voting rights:

28 February 2022

28 February 2021

28 February 2022

28 February 2021

Director

John Glencross*

61,341

Claire Olsen

7,812

Janine Nicholls

22,566

*On 5 April 2022, John Glencross subscribed and was allotted an additional 15,299 shares making his total shareholding 76,640

Relative Importance of Spend on Pay

2022

£’000

2021

£’000

Change

Total dividends paid in the year

1,214

870

40%

Total remuneration paid to Directors

Voting

The Directors’ Remuneration Report for the year ended 28 February 2022 was approved by shareholders at the Annual General

Meeting held on 8 July 2021. The votes cast by proxy were as follows:

Directors’ Remuneration Report

Number of Votes

% of Votes Cast

For

1,489,128

97.4

Against

2,418

0.1

At Chairman’s discretion

38,116

2.5

Total votes cast

1,529,662

100

Number of votes withheld

£-

£200,000.00

£400,000.00

£600,000.00

£800,000.00

£1,000,000.00

£1,200,000.00

£1,400,000.00

2022 2021

Relative Importance of Spend on Pay

Total dividends paid in the year Total remuneration paid to Directors

Directors’ Remuneration Policy

The Board’s policy is that remuneration of non-executive Directors should reflect the experience of the Board as a whole and is determined

with reference to comparable organisations and appointments. The level of remuneration has been set in order to attract individuals of a

calibre appropriate to the future development of the Company and to reflect the specific circumstances of the Company, the duties and

responsibilities of the Directors and the value and amount of time committed to the Company’s affairs. There are no performance conditions

attaching to the remuneration of the Directors as the Board does not believe that this is appropriate for non-executive Directors. The fees for

the non-executive Directors are discretionary, they are determined by the Board within the limit (not to exceed £100,000 per year in aggregate)

set out in the Company’s Articles of Association, and they are not eligible for bonuses, pension benefits, share options, long-term incentive

schemes or other benefits. The approval of shareholders would be required to increase the limits set out in the Articles of Association. The

Directors have considered diversity and inclusion in relation to Board membership when recruiting new Board members and when

considering investments. The current Board is 75% female and is made up of Directors from a diverse sector background. The Board aims

to ensure its recruitment policy meets the highest standards in this regard and encourages applications for vacant posts from as wide range

of applicants as possible.

Expected Fees for

Year to 28 February 2023

Paid Fees for Year

to 28 February 2022

Chairman basic fee

24,000

Audit Chair fee

20,000

Non-executive Director basic fee

18,000

Total aggregate annual fees that can be

paid

100,000

Fees for any new Director appointed would be in line with the Director’s Remuneration Policy. Fees payable in respect of subsequent

periods will be determined following an annual review. Any views expressed by shareholders on the fees being paid to directors

would be taken into consideration by the Board.

In accordance with the regulations, an ordinary resolution to approve the Directors’ remuneration policy will be put to shareholders at least

once every three years and in any year if there is to be a change in the Directors’ remuneration policy. The Director’s remuneration policy

was last approved by 97 per cent of votes cast at the Annual General Meeting in 2021. As a measure of good practice, ordinary resolution 3

to approve the Directors’ remuneration policy is being put to shareholders at the forthcoming Annual General Meeting.

Directors’ Service Contracts

It is the Board’s policy that directors do not have service contracts, but directors are provided with a letter of appointment as a non-

executive Director. The appointments can be requested from the Secretary.

The terms of their appointment provide that directors shall retire and be subject to election at the first Annual General Meeting after their

appointment. Directors are thereafter obliged to retire every year in accordance with AIC Code on Corporate Governance. Further

details can be found in the Corporate Governance Statement on page 39. Directors who have served on the Board for nine years are no

longer considered independent and subsequently must resign from the Board. The terms also provide that a Director may be removed on

not less than three months written notice. Compensation will not be made upon early termination of appointment.

Approval

The Directors’ Remuneration Report was approved by the Board on 31 May 2022.

On behalf of the Board

Jan Ward Chairman

31 May 2022

Directors’ Responsibilities

Statement

The Directors are responsible for preparing the Annual Report and the Accounts in accordance with applicable law and regulations.

Company law requires the Directors to prepare Accounts for each financial year. Under that law they have elected to prepare the Accounts

in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable

laws).

Under company law the Directors must not approve the Accounts unless they are satisfied that they give a true and fair view of the state

of affairs and profit or loss of the Company for that period.

In preparing these Accounts, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgments and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained

in the Accounts; and

• prepare the Accounts on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

• prepare a Director’s report, a strategic report and director’s 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 Accounts

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 Accounts are published on the www.calculuscapital.com website, which is maintained by the Company’s Manager, Calculus Capital

Limited. The maintenance and integrity of the website maintained by Calculus Capital Limited is, so far as it relates to the Company, the

responsibility of Calculus Capital Limited. The work carried out by the Auditor does not involve consideration of the maintenance and

integrity of this website and accordingly, the Auditor accepts no responsibility for any changes that have occurred to the Accounts since

they were initially presented on the website. Visitors to the website need to be aware that legislation in the United Kingdom covering the

preparation and dissemination of the Accounts may differ from legislation in their jurisdiction.

We confirm that to the best of our knowledge:

• the Accounts, prepared in accordance with UK accounting standards, give a true and fair view of the assets, liabilities, financial

position and profit or loss of the Company; and

• the Annual Report including the Strategic Report includes a fair review of the development and performance of the business and

the position of the Company together with a description of the principal risks and uncertainties that it faces.

On behalf of the Board

Jan Ward Chairman

31 May 2022

Independent Auditor’s Report to the

Members of Calculus VCT plc

Opinion on the Financial Statements

In our opinion the financial statements:

• give a true and fair view of the state of the Company’s affairs as at 28 February 2022 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;

• have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of Calculus VCT plc (the ‘Company’) for the year ended 28 February 2022 which comprise the

Income Statement, the Statement of Changes in Equity, the Statement of Financial Position, the Statement of Cashflows and the notes to the

financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their

preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial

Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities

under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is consistent

with the additional report to the audit committee.

Independence

Following the recommendation of the Audit Committee, we were appointed by the members of the Company on 4 July 2019 to audit the

financial statements for the year ending 29 February 2020 and subsequent financial periods. The period of total uninterrupted engagement

including retenders and reappointments is three years, covering the years ending 29 February 2020 to 28 February 2022. We remain

independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK,

including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in

accordance with these requirements. The non-audit services prohibited by that standard were not provided to the Company.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of

the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Company’s ability to continue to adopt the going

concern basis of accounting included:

• Obtaining the VCT compliance reports prepared by management’s expert during the year and as at year end and reviewing the

calculations therein to ensure that the Company was meeting its requirements to retain VCT status;

• Consideration of the Company’s expected future compliance with VCT legislation, the absence of bank debt, contingencies and

commitments and any market or reputational risks;

• Reviewing the forecasted cash flows that support the Directors’ assessment of going concern, challenging assumptions and

judgements made in the forecasts, and assessing them for reasonableness. In particular, we considered the available cash resources

relative to the forecast expenditure which was assessed against the prior year for reasonableness; and

• Evaluating management’s method of assessing the going concern in light of market volatility.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or

collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from

when the financial statements are authorised for issue.

In relation to the Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw

attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to adopt

the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Overview

Key audit matters

2022

2021

Valuation of Unquoted

Investments



Materiality

Company financial statements as a whole

£500,000 (2021: £392,000) based on 2% (2021: 2%) of gross of investments

An overview of the scope of our audit

Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company’s system of internal

control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of

internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material

misstatement.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of

the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified,

including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts

of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our

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

Key audit matter

How the scope of our audit addressed the key audit matter

Valuation of unquoted

investments

Note 2 and Note 9

We consider the valuation of

investments to be the most

significant audit area as there is

a high level of estimation

uncertainty involved in

determining the unquoted

investment valuations.

There is an inherent risk of

management override arising

from the unquoted investment

valuations being prepared by

the Investment Manager, who is

remunerated based on the net

asset value of the Company.

Our sample for the testing of unquoted investments was stratified

according to risk considering, inter alia, the value of individual

investments, the nature of the investment, the extent of the fair value

movement and the subjectivity of the valuation technique.

For all investments in our sample we:

Challenged whether the valuation methodology was the most

appropriate in the circumstances under the International Private

Equity and Venture Capital Valuation (“IPEV”) Guidelines and the

applicable accounting standards. We recalculated the value

attributable to the Company, having regard to the application of

enterprise value across the capital structures of the investee

companies.

For investments sampled that were valued using less subjective

valuation techniques (cost and price of recent investment reviewed

for changes in fair value) we:

• Verified the cost or price of recent investment to

supporting documentation;

• Considered whether the investment was an arm’s length

transaction through reviewing the parties involved in the

transaction and checking whether or not they were already

investors of the investee company;

• Considered whether there were any indications that the cost

or price of recent investment was no longer representative

of fair value considering, inter alia, the current performance

of the investee company and the milestones and

assumptions set out in the investment proposal; and

• Considered whether the price of recent investment is

supported by alternative valuation techniques.

For investments sampled that were valued using more subjective

techniques (earnings multiples, revenue multiples and discounted

cash flow forecasts) we:

• Challenged and corroborated the inputs to the valuation

with reference to management information of investee

companies, market data and our own understanding and

assessed the impact of the estimation uncertainty

concerning these assumptions and the disclosure of these

uncertainties in the financial statements;

• Reviewed the historical financial statements and any recent

management information available to support assumptions

about maintainable revenues, earnings or cash flows used

in the valuations;

• Considered the revenue or earnings multiples applied and

the discounts applied by reference to observable listed

company market data; and

• Challenged the consistency and appropriateness of

adjustments made to such market data in establishing the

revenue, cash flow or earnings multiple applied in arriving

at the valuations adopted by considering the individual

performance of investee companies against plan and

relative to the peer group, the market and sector in which

the investee company operates and other factors as

appropriate.

Where appropriate, we performed a sensitivity analysis by

developing our own point estimate where we considered that

alternative input assumptions could reasonably have been applied and

we considered the overall impact of such sensitivities on the portfolio

of investments in determining whether the valuations as a whole are

reasonable and free from bias.

Key observations

Based on the procedures performed we consider the investment

valuations to be appropriate considering the level of estimation

uncertainty.

Our Application of Materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider

materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users

that are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level,

performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be

evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence,

when evaluating their effect on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as

follows:

Company financial statements

2022

£k

2021

£k

Materiality

500

392

Basis for determining

materiality

2% of Gross investments (2021: 2% of Gross investments)

Rationale for the

benchmark applied

In setting materiality, we have had regard to the nature and disposition of the investment portfolio. Given

that the VCT’s portfolio is predominantly comprised of unquoted investments which would typically have

a wider spread of reasonable alternative possible valuations, we have applied a percentage of 2% of gross

investments.

Performance

materiality

375

290

Basis for determining

performance

materiality

75% of materiality

The level of performance materiality applied was set after having considered a number of factors including

the expected total value of known and likely misstatements and the level of transactions in the year.

Reporting threshold

We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £25,000 (2021: £19,000). We

also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.

Other Information

The directors are responsible for the other information. The other information comprises the information included in the Report and Accounts

other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other

information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the

financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such

material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement

in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact.

We have nothing to report in this regard.

Corporate Governance Statement

The 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.

Going concern

and longer-term

viability

• The Directors' statement with regards to the appropriateness of adopting the going concern basis of

accounting and any material uncertainties identified; and

• The Directors’ explanation as to their assessment of the Company’s prospects, the period this

assessment covers and why the period is appropriate.

Other Code

provisions

• Directors' statement on fair, balanced and understandable;

• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks;

• The section of the annual report that describes the review of effectiveness of risk management and

internal control systems; and

• The section describing the work of the Audit Committee.

Other Companies Act 2006 reporting

Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act

2006 and ISAs (UK) to report on certain opinions and matters as described below.

Strategic report

and Directors’

report

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the Strategic report and the Directors’ report for the financial year for which the

financial statements are prepared is consistent with the financial statements; and

• the Strategic report and the Directors’ report have been prepared in accordance with applicable legal

requirements.

In the light of the knowledge and understanding of the Company and its environment obtained in the course

of the audit, we have not identified material misstatements in the strategic report or the Directors’ report.

Directors’

remuneration

In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in

accordance with the Companies Act 2006.

Corporate

governance

statement

In our opinion, based on the work undertaken in the course of the audit the information about internal control

and risk management systems in relation to financial reporting processes and about share capital structures,

given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Guidance and Transparency Rules sourcebook

made by the Financial Conduct Authority (the FCA Rules), is consistent with the financial statements and has

been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Company and its environment obtained in the course

of the audit, we have not identified material misstatements in this information.

In our opinion, based on the work undertaken in the course of the audit information about the Company’s

corporate governance code and practices and about its administrative, management and supervisory bodies

and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.

We have nothing to report arising from our responsibility to report if a corporate governance statement has

not been prepared by the Company.

Matters on which

we are required

to report by

exception

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006

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

• adequate accounting records have not been kept, or returns adequate for our audit have not been

received from branches not visited by us; or

• the financial statements and the part of the Directors’ remuneration report to be audited are not in

agreement with the accounting records and returns; or

• certain disclosures of Directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Responsibilities of Directors

As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the financial

statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to

enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern,

disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend

to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected

to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our

procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates, and

considered the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud. These included but were

not limited to compliance with Companies Act 2006, the FCA listing and DTR rules, the principles of the UK Corporate Governance Code,

industry practice represented by the Statement of Recommended Practice: Financial Statements of Investment Trust Companies and Venture

Capital Trusts (“the SORP”) and the applicable financial reporting framework. We also considered the Company’s qualification as a VCT

under UK tax legislation.

Our procedures included:

• obtaining an understanding of the control environment in monitoring compliance with laws and regulations;

• agreement of the financial statement disclosures to underlying supporting documentation;

• enquiries of management and those charged with governance relating to the existence of any non-compliance with laws and

regulations;

• obtaining the VCT compliance reports prepared by management’s expert during the year and as at year end and reviewing their

calculations to check that the Company was meeting its requirements to retain VCT status; and

• Reviewing minutes of Board meetings and legal correspondence and invoices throughout the period for instances of non-compliance

with laws and regulations and fraud.

We assessed the susceptibility of the financial statement to material misstatement including fraud and considered the fraud risk areas to be

the valuation of unquoted investments and management override of controls.

Our procedures included:

• The procedures set out in the Key Audit Matters section above;

• Obtaining independent evidence to support the ownership of a sample of investments;

• Recalculating investment management fees in total;

• Obtaining independent confirmation of bank balances; and

• Testing journals which met a defined risk criteria by agreeing to supporting documentation and evaluating whether there was

evidence of bias by the Investment Manager and Directors that represented a risk of material misstatement due to fraud.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert

to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not

detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate

concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures

performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial

statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at:

www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of Our Report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our

audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an

auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other

than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Peter Smith (Senior Statutory Auditor)

For and on behalf of BDO LLP, Statutory Auditor

London, UK

31 May 2022

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

Income Statement

for the year ended 28 February 2022

Year Ended 28 February 2022 Year Ended 28 February 2021

Revenue

Return

Capital

Return

Total

Revenue

Return

Capital

Return

Total

Note

£’000

Gains on investment at fair value

–

2,013

–

404

Gains on disposal of investments

–

543

–

316

Realised foreign exchange loss on

disposal of investments

–

(4)

Income

–

151

–

151

Investment management fee

(109)

(327)

(436)

(80)

(240)

(320)

Other expenses

(258)

–

(258)

(267)

–

(267)

Profit/(loss) before taxation

(284)

2,229

1,945

(196)

476

280

Taxation

–

Profit/(loss) attributable to

shareholders

(284)

2,229

1,945

(196)

476

280

Profit/(loss) per Ordinary share basic

and diluted

(0.70)p

5.53p

4.83p

(0.68)p

1.66p

0.98p

All items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year.

There is no other comprehensive income as there were no other gains or losses other than those passing through the Income

Statement.

The revenue and capital return columns are both prepared in accordance with the AIC SORP.

The notes on pages 61 to 75 form an integral part of these financial statements.

Statement of Changes in Equity

for the year ended 28 February 2022

£’000

Capital

Premium

Special

Reserve

Capital

redemption

Capital

Reserve

Capital

Reserve

Revenue

Reserve

Total

£’000

Reserve

£’000

Realised

£’000

Unrealised

£’000

For the year ended 28 February 2022

1 March 2021

314

1,071

21,238

(466)

307

(1,462)

21,060

Investment holding gains

–

2,013

–

2,013

Gain on disposal of investments

–

543

–

543

New share issue

133

8,583

–

8,716

Expenses of share issue

–

(95)

–

(95)

Share buybacks for cancellation

(2)

–

(147)

–

(147)

Management fee allocated to capital

–

(327)

–

(327)

Change in accrual in IFA trail

commission

–

(67)

–

(67)

Revenue return after tax

–

(284)

Dividends paid

–

(1,214)

–

(1,214)

Transfer of previously unrealised

(losses) to realised

–

(106)

106

–

28 February 2022

445

9,492

19,877

(356)

2,426

(1,746)

30,198

Statement of Changes in Equity

for the year ended 28 February 2022 (Continued)

Capital

Premium

Special

Reserve

Capital

redemption

Capital

Reserve

Capital

Reserve

Revenue

Reserve

Total

£’000

Reserve

£’000

Realised

£’000

Unrealised

£’000

For the year ended 28 February 2021

1 March 2020

249

10,323

8,725

(412)

(223)

(1,266)

17,453

Investment holding gains

–

404

–

404

Gain on disposal of investments

–

316

–

316

Realised foreign exchange loss on

disposal of investments

–

(4)

–

(4)

Unrealised prior year foreign

exchange loss on disposal of

investments

–

(4)

–

New share issue

4,241

–

4,307

Expenses of share issue

–

(71)

–

(71)

Share buybacks for cancellation

(1)

–

(45)

–

(45)

Management fee allocated to capital

–

(240)

–

(240)

Change in accrual in IFA trail

commission

–

Revenue return after tax

–

(196)

Dividends paid

–

(870)

–

(870)

Cancellation of share premium

account

–

(13,428)

13,428

–

Transfer of previously unrealised

losses to realised

–

(122)

122

–

28 February 2021

314

1,071

21,238

(466)

307

(1,462)

21,060

The notes on pages 61 to 75 an integral part of these financial statements.

Statement of Financial Position

at 28 February 2022

28 February

2022

2021

Note

£’000

Non-current assets

Investments at fair value through profit or loss

24,359

19,632

Sales awaiting settlement

138

–

Current assets

Debtors

201

119

Cash at bank and on deposit

5,852

1,562

Creditors: amount falling due within one year

Creditors

(239)

(182)

Net current assets

5,814

1,499

Non-current liabilities

IFA trail commission

(113)

(71)

Net assets

30,198

21,060

Capital and reserves

Called-up share capital

445

314

Share premium

9,492

1,071

Special reserve

19,877

21,238

Capital redemption reserve

Capital reserve – realised

(356)

(466)

Capital reserve – unrealised

2,426

307

Revenue reserve

(1,746)

(1,462)

Equity shareholders’ funds

30,198

21,060

Net asset value per Ordinary share – basic and diluted

67.90p

67.08p

These financial statements were approved and authorised for issue by the Board of Calculus VCT plc 31 May 2022 and were signed on its

behalf by:

Jan Ward

Chairman

31 May 2022

The notes on pages 61 to 75 form an integral part of these financial statements.

Statement of Cashflows

for the year ended 28 February 2022

Year Ended

28 February 2022

28 February 2021

Note

£’000

Cash flows from operating activities

Investment income received

180

Deposit interest received

Investment management fees

(401)

(308)

Other cash payments

(242)

(262)

Net cash flow from operating activities

Cash flow from investing activities

Purchase of investments

(554)

(4,295)

(387)

(5,016)

Sale of investments

1,900

497

Net cash flow from investing activities

(2,395)

(4,519)

Cash flow from financing activities

Ordinary share issue

8,594

4,272

Expense of Ordinary/D share issue

(95)

(70)

IFA trail commission

(21)

(9)

Share buybacks for cancellation

(147)

(45)

Equity dividend paid

(1,092)

(836)

Net cash flow from financing activities

7,239

3,312

Increase/(decrease) in cash and cash equivalents

Analysis of changes in cash and cash equivalents

Cash and cash equivalents at the beginning of year

4,290

1,562

(1,594)

3,156

Net cash increase/(decrease)

4,290

(1,594)

Cash and cash equivalents at the year end

5,852

1,562

The notes on pages 61 to 75 form an integral part of these financial statements.

Notes to the Financial

Statements

1. Company Information

The Company is incorporated in England and Wales and operates under the Companies Act 2006 (the Act) and the regulations made

under the Act as a public company limited by shares, with registered number 07142153. The registered office of the Company is 12

Conduit Street, London, W1S 2XH.

2. Accounting Policies Basis of Accounting

The Company’s financial statements have been prepared under FRS102 “The Financial Reporting Standard applicable in the United

Kingdom and Republic of Ireland” (‘FRS102’) and in accordance and with the Statement of Recommended Practice (“the SORP”)

for Investment Trust Companies and Venture Capital Trusts produced by the Association of Investment Companies (“AIC”).

The financial statements are presented in Sterling (£).

Going concern

After reviewing the Company’s cashflows and projections, the Directors have a reasonable expectation that the Company has

adequate resources to continue in operational existence for the foreseeable future (being a period 12 months from the date these

financial statements were approved) amid the ongoing Covid pandemic. This is primarily due to the large cash reserves raised

through new subscription offers, the funds raised are invested in accordance with the Company’s investment policy and to meet

VCT qualification requirements. The Company therefore continues to adopt the going concern basis in preparing its financial

statements.

Significant judgements and estimates

Preparations of the financial statements requires management to make significant judgements and estimates. The items in the

financial statements where these judgements and estimates have been made are in the valuation of unquoted investments. The

valuation methodologies used when valuing unquoted investments provide a range of possible values. Judgments are made to

determine the best valuation methodology in order to ascertain the fair value of unquoted investments. Fair value is calculated within

a reasonable range of estimates. Estimates are based on historical experience and other assumptions that are considered reasonable

under the circumstances. Hence, investments are measured at fair value in accordance with the International Private Equity and

Venture Capital Valuation Guidelines. Further information on fair value of the Company’ investments can be found on page 72. The

sensitivity analysis in note 16 demonstrates the impact on the portfolio of applying alternative values in the upside and downside.

As at 28 February 2022 the value of unquoted investments included within the Company’s investment portfolio was

£15,706,393 (2021: £12,207,447).

Investments

The Company has adopted FRS 102, sections 11 and 12, for the recognition and measurement of financial instruments. The

Company’s business is investing in financial assets with a view to profiting from their total return in the form of increases in fair

value. Fair value is the amount for which an asset can be exchanged between knowledgeable, willing parties in an arm’s length

transaction. The Company manages and evaluates the performance of these investments on a fair value basis in accordance with its

investment strategy, and information about the investments is provided on this basis to the Board of directors.

Investments held at fair value through profit or loss are initially recognised at fair value, being the methodology used when assessing

that the consideration given was appropriate and excluding transaction or other dealing costs associated with the investment, which

are expensed and included in the capital column of the Income Statement.

Gains or losses on investments classified as at fair value through profit or loss are recognised in the capital column of the Income

Statement and allocated to the capital reserve – unrealised or realised as appropriate.

All purchases and sales of quoted investments are accounted for on the trade date basis. All purchases and sales of unquoted investments

are accounted for on the date that the sale and purchase agreement becomes unconditional.

For quoted investments and money market instruments fair value is established by reference to bid, or last, market prices depending

on the convention of the exchange on which the investment is quoted at the close of business on the balance sheet date.

Unquoted investments are valued using an appropriate valuation technique so as to establish what the transaction price would have

been at the balance sheet date. Such investments are valued in accordance with the most recent International Private Equity and

Venture Capital (“IPEV”) guidelines. Primary indicators of fair value are derived from price of recent investments or cost, calibrated

with other valuation methods such as earnings or sales multiples, discounted cash flows, or from net assets.

Earnings or sales multiples are tools that evaluate a financial metric as a ratio of another, allowing the comparable analysis of

different companies. Relevant multiples are collated from the analysis of appropriate public companies and precedent transactions,

and applied to both historic and forward-looking sales and earnings, the assumptions of which are based on the Company’s forecasts,

providing a suitable enterprise value for the respective unquoted investment.

A discounted cash flow is a valuation tool used by the Company to estimate the value of relevant unquoted investments, based on

its forecast cash flows. For the unquoted investments, the majority of the present value will be in the terminal value, which captures

the value of the investment beyond the forecast period. Predominantly, the Company assumes an earnings or sales multiple, based

on comparable company analysis, and applies this to the relevant financial metric for the final year of the investment’s forecast. The

present value of forecast future cash flows is calculated by using an assumed discount rate of 20-25 per cent, which is a function of

the required rate of return over the proposed hold period of the unquoted investments.

Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents does not include liquidity fund investments as the Company

does not consider the risk associated with changes in value to be insignificant.

Debtors

Short-term debtors are initially measured at transaction price. Subsequent remeasurement deducts any impairment from the

transaction price. Sales awaiting settlement is measured at transaction price only and the deduction of part payment received to date.

Creditors

Short-term trade creditors are initially and subsequently measured at the transaction price.

Income

Dividends receivable on equity shares are recognised as revenue on the date on which the shares or units are marked as ex-dividend.

Where no ex-dividend date is available, the revenue is recognised when the Company’s right to receive it has been established.

Interest receivable from fixed income securities and premiums on loan stock investments and preference shares is recognised using

the effective interest rate method. Interest receivable and redemption premiums are allocated to the revenue column of the Income

Statement. Provision is made against this income where recovery is doubtful.

Interest receivable on bank deposits is included in the financial statements on an accruals basis.

Other income is credited to the revenue column of the Income Statement when the Company’s right to receive the income is

established.

Expenses

All expenses are accounted for on an accruals basis.

Expenses are charged through revenue in the Income Statement except as follows:

• costs that are incidental to the acquisition or disposal of an investment are taken to the capital column of the Income Statement.

• expenses are charged to the capital column in the Income Statement where a connection with the maintenance or enhancement

of the value of the investments can be demonstrated. In this respect investment management fees have been allocated 75 per

cent to the capital column and 25 per cent to the revenue column in the Income Statement, being in line with the Board’s

expected long-term split of returns, in the form of capital gains and revenue respectively, from the investment portfolio of the

Company.

• expenses associated with the issue of shares are deducted from the share premium account. Annual IFA trail commission

covering a five-year period since share allotment has been provided for in the Accounts as, due to the nature of the Company, it

is probable that this will be payable. The commission is apportioned between current and non-current liabilities.

Expenses incurred by the Company in excess of the agreed cap, currently 3 per cent of NAV (excluding irrecoverable VAT, annual

trail commission and performance incentive fees), could be clawed back from Calculus Capital Limited. Any clawback is treated as

a credit against the expenses of the Company.

Performance fees are recognised as a liability or contingent liability only when the current obligation to pay the performance incentive

fee exists. As dividend decisions are discretionary, this obligation is assessed to exist when the dividends already distributed to a

share class plus the net assets attributable to that share class would reach the performance hurdle.

Share capital

The share capital reserve contains the nominal value of all shares that have been issued. It is not distributable.

Share premium

The share premium is the excess paid by shareholders on share allotments above the nominal value of the share. There is currently a

share premium account on the Ordinary shares issued since 8 December 2020. Share premium created prior to 8 December 2020 was

cancelled in order to create a distributable capital reserve. The special reserve was created on the cancellation of the share premium

account on 20 October 2010 for original ordinary shares, 23 November 2011 for C shares and 1 November 2017 and 8 December

2020 for the Ordinary share class. All of the special reserve created since November 2017 is now distributable as disclosed below.

Special reserve

The special reserve was created by the cancellation of the original Ordinary share fund’s share premium account on 20 October

2010. A further cancellation of the share premium account occurred on 23 November 2011 for both the original Ordinary share fund

and C share fund. A further cancellation of the share premium account occurred on 1 November 2017 and 8 December 2020 for the

Ordinary share fund. The special reserve is a distributable reserve created to be used by the Company inter alia to write off losses,

fund market purchases of its own shares and make distributions and/or for other corporate purposes.

The Company was formerly an investment company under section 833 of the Companies Act 2006. On 18 May 2011, investment

company status was revoked by the Company. This was done in order to allow the Company to pay dividends to shareholders using

the special reserve.

Capital redemption reserve

The capital redemption reserve accounts for the amounts by which the issued share capital is reduced through the repurchase and

cancellation of the Company’s own shares. A resolution is being put to shareholders at the upcoming annual general meeting so that

the Company can apply to cancel this reserve and create additional special reserve.

Capital reserve realised

The capital reserve realised discloses the gains and losses on disposal of investments and also 75% of management fees as this is the

level associated with the enhancement or maintenance of investments. Profits achieved from this reserve would be distributable.

Capital reserve unrealised

The capital reserve unrealised is the appreciation or depreciation of investments and unrealised exchange gains or losses on

outstanding trades. When an investment is sold the related balance in the capital reserve unrealised is transferred to the capital reserve

realised.

Revenue reserve

The revenue reserve represents accumulated revenue return retained by the Company.

Distributable reserves

Distributable reserves are represented by the special reserve, the capital reserve realised and the revenue reserve reduced by negative

capital reserve unrealised which total £17,772,504, as at 28 February 2022. From 1 March 2022, £9,930,374 of this amount will be

distributable. In accordance with VCT rules, special reserves created from share premium cannot be distributed until three years after

the accounting period in which the shares were issued.

Taxation

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the reporting date where

transactions or events that result in an obligation to pay more tax in the future have occurred at the reporting date. This is subject to

deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the

future reversals of the underlying timing differences can be deducted. Timing differences are differences between the Company’s

taxable profits and its results as stated in the financial statements.

Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected

to reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is

measured on a non- discounted basis.

No taxation liability arises on gains from sales of fixed asset investments by the Company by virtue of its venture capital trust status.

However, the net revenue (excluding UK dividend income) accruing to the Company is liable to corporation tax at the prevailing

rates.

Any tax relief obtained in respect of management fees allocated to capital is reflected in the capital reserve – realised and a

corresponding amount is charged against revenue. The relief is the amount by which corporation tax payable is reduced as a result

of capital expenses.

Dividends

Dividends payable to equity shareholders are recognised in the Statement of Changes in Equity in the period which they are paid or

have been approved by shareholders in the case of a final dividend and become a liability of the Company.

Interim dividends are recognised when paid. Final dividends are recognised when approved by shareholders at the AGM when they become

irrevocable and legally binding.

Share buybacks

The Board considers that the Company should have the ability to purchase its shares in the market with the aim of providing the

opportunity for shareholders who wish to sell their shares to do so. Subject to maintaining a level of liquidity in the Company which

the Board considers appropriate, it is the intention that such purchases of shares will be made at a price which represents a discount

of no greater than 5 per cent to the most recently published net asset value per share. Shares bought back will be cancelled.

Where shares are purchased for cancellation, the consideration paid, including any directly attributable incremental costs, is deducted

from distributable reserves. As required by the Companies Act 2006, the equivalent of the nominal value of shares cancelled is

transferred to the capital redemption reserve.

3. Income

Year Ended

28 February 2022

28 February 2021

£’000

UK unfranked loan stock interest

143

Liquidity Fund interest

Bank interest

Other interest

151

All income arose in the United Kingdom.

The Board considered operating segments and considered there to be one, that of investing in financial assets.

4. Investment Management Fee

Year Ended 28 February 2022 Year Ended 28 February 2021

Revenue

Capital

Total

Revenue

Capital

Total

£’000

Investment management fee

109

327

436

240

320

No performance fee was paid during the year or payable at the year end.

For the year ended 28 February 2022, Calculus Capital Limited did not contribute (2021: £nil contributed) to the expenses of the

Company as the total expenses did not exceed the expense cap. At 28 February 2022, there was £117,018 due to Calculus Capital

Limited for management fees (2021: £81,158 due to Calculus Capital Limited).

Details of the terms and conditions of the investment management agreement are set out in the Directors’ Report.

5. Other Expenses

Year Ended

28 February 2022

£’000

Year Ended

28 February 2021

£’000

Directors’ fees

Calculus secretarial fee (VAT inclusive)

Administrator’s fees

Fees payable to the Company’s auditor for the audit of the Company’s annual

accounts

Other

102

113

258

267

Further details of Directors’ fees can be found in the Directors’ Remuneration Report on page 45 to 48 of the Accounts.

6. Taxation

Year Ended 28 February 2022

Year Ended 28 February 2021

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

Total

£’000

Profit/(loss) before tax

(284)

2,229

1,945

(196)

476

280

Theoretical tax at UK

Corporation Tax rate of 19.0%

(2021: 19.0%)

(54)

424

370

(37)

Timing differences: loss not

recognised, carried forward

116

Effects of non-taxable (gains)/

losses

(486)

(136)

Tax charge

The Corporation Tax rate was at 19% for the whole of the reporting period.

At 28 February 2022, the Company had £1,958,627 (28 February 2021: £1,355,646) of excess management expenses to carry forward

against future taxable profits.

The Company’s deferred tax asset of £489,657 (28 February 2021: £257,573) has not been recognised due to the fact that it is unlikely

the excess management expenses will be set off in the foreseeable future.

7. Dividends

Year Ended

28 February 2022

28 February 2021

£’000

New Ordinary shares

Declared and paid: 3.02p per Ordinary share in respect of the year ended 28 February

2021 (2020: 3.2p)

1,214

870

The Board have proposed an Ordinary share dividend in respect of the year to 28 February 2022 of 3.06 pence per share which, if

approved by shareholders, will be paid on the 29 July 2022 to all Ordinary shareholders on the register on 1 July 2022.

The proposed dividend is subject to approval by shareholders at the forthcoming Annual General Meeting and has not been included as a

liability in these Accounts.

8. Return per Share (Basic and Diluted)

Year Ended 28 February 2022 Year Ended 28 February 2021

Revenue

pence

Capital

pence

Total

pence

Revenue

pence

Capital

pence

Total

pence

Return per Ordinary share

(0.70)

5.53

4.83

(0.68)

1.66

0.98

Ordinary share return

Revenue return per Ordinary share is based on the net revenue loss after taxation of £283,972 (2021: loss £195,904) and on

40,338,036 Ordinary shares, (2021: 28,735,205) being the weighted average number of Ordinary shares in issue during the

period.

Capital return per Ordinary share is based on the net capital gain for the period of £2,228,979 (2021: gain £475,951) and on

40,338,036 Ordinary shares (2021: 28,735,205) being the weighted average number of Ordinary shares in issue during the

period.

Total return per Ordinary share is based on the net gain for the period of £1,945,007 (2021: gain £280,047) and on 40,338,036

Ordinary shares (2021: 28,735,205), being the weighted average number of Ordinary shares in issue during the period.

9. Investments

Year Ended 28 February 2022

Year Ended 28 February 2021

VCT

Qualifying

Investments

Other

Investments

Total

VCT

Qualifying

Investments

Other

Investments

Total

£’000

Opening book cost

13,680

5,645

19,325

8,878

5,650

14,528

Opening investment holding

gains/(losses)

285

307

(237)

(219)

Opening fair value

13,965

5,667

19,632

8,641

5,668

14,309

Movements in year:

Purchases at cost

4,295

5,016

Sales proceeds

(2,124)

(411)

(2)

(413)

Realised gain/(losses) on sales

543

317

(1)

316

Prior year unrealised losses realised

during the year

(106)

(120)

(2)

(122)

Increase in investment holding

gains

2,118

2,119

522

526

Closing fair value

18,691

5,668

24,359

13,965

5,667

19,632

Closing book cost

16,288

5,645

21,933

13,680

5,645

19,325

Closing investment holding gains

2,403

2,426

285

307

Closing fair value

18,691

5,668

24,359

13,965

5,667

19,632

Note 16 to the financial statements provides a detailed analysis of investments held at fair value through profit or loss.

10. Debtors

Year Ended

28 February 2022

28 February

2021

£’000

Current debtors

Prepayments and accrued income

115

119

Sales awaiting settlement

Non Current debtors

Sales awaiting settlement

138

339

119

11. Creditors

Year Ended

28 February

2022

28 February

2021

£’000

Management fees

117

Audit fees

Directors’ fees

Secretarial fees

Administrator’s fees

IFA trail commission

Other creditors

239

182

12. Share Capital

Number of shares

Ordinary

Ordinary shares of 1p each

Opening balance 01 March 2021

31,393,092

New issue of Ordinary shares

13,131,813

New issue of Ordinary shares via dividend reinvestment scheme

190,972

Share buyback Ordinary shares

(241,611)

Closing balance 28 February 2022

44,474,266

On 1 April 2021, 7,103,371 Ordinary shares were issued for total consideration of £4,617,191. On 30 June 2021, 1,669,322 Ordinary

shares were issued for total consideration of £1,162,336. On the 30 July, under the Dividend Reinvestment scheme, 190,972 Ordinary

shares were issued for a total consideration of £122,222. On 2 September 2021, 1,347,706 Ordinary shares were issued for a total

consideration of £889,486 and on 17 December 2,981,414 Ordinary shares were issued for a total consideration of £1,925,785.

On 12 November 2021, the Company bought back 241,611 Ordinary shares for cancellation.

All Ordinary shares are fully paid, rank pari passu and carry one vote per share.

Under the Articles of Association, a resolution for the continuation of the Company as a VCT will be proposed at the Annual General

Meeting falling after the tenth anniversary of the last allotment (from time to time) of shares in the Company and thereafter at five-yearly

intervals.

13. Net Asset Value per Share

28 February

2022

28 February

2021

Net asset value per Ordinary share

67.90p

67.08p

The basic and diluted net asset value per Ordinary share is based on net assets of £30,197,571 (28 February 2021: £21,059,689)

and on 44,474,266 Ordinary shares (28 February 2021: 31,393,092), being the number of Ordinary shares in issue at the end of

the year.

Nominal value

Ordinary

£’000

Ordinary shares of 1p each

Opening balance 01 March 2021

314

New issue of Ordinary shares

131

New issue of Ordinary shares via dividend reinvestment scheme

Share buyback Ordinary shares

(2)

Closing balance 28 February 2022

445

14. Reconciliation of Net Loss before Tax to Cash Flow from Operating

Activities

28 February 2022

£’000

28 February 2021

£’000

Profit for the year

1,945

280

Gains on investments

(2,556)

(716)

Decrease in debtors

Increase in creditors

Cash flow from operating activities

(554)

(387)

15. Financial Commitments

At 28 February 2022, the Company did not have any financial commitments which had not been accrued for (2021: nil).

16. Financial Instruments

The Company’s financial instruments comprise securities and cash and liquid resources that arise directly from the

Company’s operations.

The principal risks the Company faces in its portfolio management activities are:

• Market price risk

• Liquidity risk

The Company does not have exposure to foreign currency risk.

a) Market Price Risk

Qualifying Investments

Market risk embodies the potential for losses and includes interest rate risk and price risk.

The management of market price risk is part of the investment management process. The portfolio is managed in accordance with policies in

place as described in more detail in the Chairman’s Statement and Manager’s Review (Qualifying Investments).

The Company’s strategy on the management of investment risk is driven by the Company’s investment objective as outlined above.

Investments in unquoted companies and AIM-traded companies, by their nature, involve a higher degree of risk than investments in the

main market. Some of that risk can be mitigated by diversifying the portfolio across business sectors and asset classes.

Interest is earned on cash balances and money market funds and is linked to the banks’ variable deposit rates. The Board does not consider

interest rate risk to be material. Interest rates arising on loan stock instruments is not considered significant as the main risk on these

investments are credit risk and market price risk. The weighted average interest rate earned on the loan stock instruments as at 28 February

2022 was 9.75% (2021: 9.2%).

An analysis of financial assets and liabilities, which identifies the risk of the Company’s holding of such items, is provided. The

Company’s financial assets comprise equity, loan stock, cash and debtors. The interest rate profile of the Company’s financial assets is

given in the table below:

As at 28 February 2022 As at 28 February 2021

Fair Value

Interest Rate

Cash Flow

Interest Rate

Fair Value

Interest Rate

Cash Flow

Interest Rate

Risk £’000

Loan stock

1,095

1,828

–

Money market funds

5,668

–

5,667

Cash

5,852

–

1,562

1,095

11,520

1,828

7,229

The variable rate is based on the banks’ deposit rate and applies to cash balances held and the money market funds. The benchmark rate

which determines the interest payments received on interest bearing cash balances is the Bank of England base rate, which was 0.5 per

cent as at 28 February 2022.

Credit risk is considered to be part of market risk.

Where an investment is made in loan stock issued by an unquoted company, it is made as part of an overall equity and debt package. The

recoverability of the debt is assessed as part of the overall investment process and is then monitored on an ongoing basis by the Manager

who reports to the Board on any recoverability issues.

Credit risk arising on transactions with brokers relates to transactions awaiting settlement. Risk relating to unsettled transactions is

considered to be small due to the short settlement period involved and the high credit quality of the brokers used. The Board monitors

the quality of service provided by the brokers used to further mitigate this risk.

All the assets of the Company which are traded on AIM are held by Investec Wealth & Investment, the Company’s custodian.

Bankruptcy or insolvency of the custodian may cause the Company’s rights with respect to securities held by the custodian to be

delayed or limited. The Board and the Manager monitor the Company’s risk by reviewing the custodian’s internal control reports.

Sensitivity Analysis

The Board considers that the value of investments in equity and loan stock instruments are sensitive to changes to trading performance

and the fluctuations of wider public equity markets. Such changes affect the enterprise value of AIM listed and unquoted companies.

In light of general uncertainties caused by the cost of living crises and the Russian-Ukraine conflict, we have set the changes to a rate of

25 per cent whereas historically we had used a rate of 10 per cent.

The sensitivity below has been applied to AIM listed investments with a 25 per cent movement in share price and to unquoted

securities valued with reference to market inputs such as multiples of earnings or revenue and discounted cash flows, with a 25 per cent

movement in such market input applied.

As at 28 of February 2022, if the AIM listed investments share price had been 25 per cent higher or lower with all other variables held

constant, the increase or decrease on net assets at the year end would be £746,295.

As at 28 of February 2022, if the unquoted securities had a 25 per cent increase or decrease in the market input (due to the movement in

the quoted securities) with all other variables held constant, the increase or decrease in net assets would be £3,926,598.

The combined total increase or decrease on net assets would be £4,672,893 (2021: £3,491,239). The increases and decreases are based

on the current portfolio value £24,359,544 (2021: £19,632,249). The variance of 25 per cent is the Managers assessment of reasonable

possible change in light of recent events. The sensitivity analysis assumes the actual portfolio of investments held by the Company is

symmetrically correlated to this overall movement in net assets. However, in reality unquoted companies have other factors which may

influence the extent of the valuation change.

b) Liquidity Risk

The Company’s liquidity risk is managed on an ongoing basis by the Manager. The Company’s overall liquidity risks are monitored on

a quarterly basis by the Board.

The Company maintains sufficient investments in cash and readily realisable securities to pay accounts payable and accrued expenses as

they fall due.

Maturity profile

The carrying value of fixed rate investments in unquoted companies held at 28 February 2022, which is analysed by expected maturity

date, is as follows:

Within 1 year

Within 1 – 2

years

Within 2 – 3

years

Within 3 – 4

years

Within 4 – 5

years

More than 5

years

Total

£’000

As at 28 February 2022

Loan stock

1,050

1,095

As at 28 February 2021

Loan stock

145

1,150

533

1,828

Qualifying Investments

The Company’s financial instruments include investments in unlisted equity investments which are not traded in an organised public

market and which may be illiquid. As a result, the Company may not be able to realise quickly some of its investments at an amount close

to their fair value in order to meet its liquidity requirements, or to respond to specific events such as deterioration in the creditworthiness

of any particular issuer.

The Board seeks to ensure that an appropriate proportion of the Company’s investment portfolio is invested in cash and readily realisable

assets, which are sufficient to meet any funding commitments that may arise.

Under its Articles of Association, the Company has the ability to borrow a maximum amount equal to 25 per cent of its gross assets. As at

28 February 2022, the Company had no borrowings.

c) Capital Management

The capital structure of the Company consists of cash held and shareholders’ equity. Capital is managed to ensure the Company has

adequate resources to continue as a going concern, and to maximise the income and capital return to its shareholders, while maintaining

a capital base to allow the Company to operate effectively in the marketplace and sustain future development of the business. To this end

the Company may use gearing to achieve its objectives. The Company’s assets and borrowing levels are reviewed regularly by the Board.

d) Fair Value Hierarchy

Investments held at fair value through profit or loss are valued in accordance with IPEV guidelines.

The valuation method used 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.

As required by the Standard, an analysis of financial assets and liabilities, which identifies the risk of the Company’s holding of such items,

is provided. The Standard requires an analysis of investments carried at fair value based on the reliability and significance of the

information used to measure their fair value. In order to provide further information on the valuation techniques used to measure assets

carried at fair value, we have categorised the measurement basis into a “fair value hierarchy” as follows:

• Quoted market prices in active markets – “Level 1”

Inputs to Level 1 fair values are quoted prices in active markets for identical assets. Quoted in an active market in this context means

quoted prices are readily and regularly available and those prices represent actual and regularly occurring market transactions on an arm’s

length basis. The quoted price is usually the current bid price but traded prices are used where applicable. The Company’s investments in

AIM quoted equities and money market funds are classified within this category.

• Valued using models with significant observable market parameters – “Level 2”

Inputs to Level 2 fair values are inputs other than quoted prices included within Level 1 that are observable for the asset, either directly

or indirectly.

• Valued using models with significant unobservable market parameters – “Level 3”

Inputs to Level 3 fair values are unobservable inputs for the asset. Unobservable inputs may have been used to measure fair value to the

extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset

at the measurement date (or market information for the inputs to any valuation models). As such, unobservable inputs reflect the

assumptions the Company considers that market participants would use in pricing the asset. The Company’s unquoted equities and loan

stock are classified within this category. As explained in note 1, unquoted investments are valued in accordance with the IPEV guidelines.

The table below shows assets measured at fair value categorised into the three levels referred to above. During the year there were no

transfers between Levels 1, 2 or 3.

Financial Assets at Fair Value through Profit or Loss

At 28 February 2022

Level 1

Level 2

Level 3

Total

£’000

Unquoted equity

–

14,612

Quoted equity

2,984

–

2,984

Money market funds

5,668

–

5,668

Loan stock

–

1,095

8,652

–

15,707

24,359

Financial Assets at Fair Value through Profit or

Loss At 28 February 2021

Level 1

Level 2

Level 3

Total

£’000

Unquoted equity

–

10,379

Quoted equity

1,758

–

1,758

Money market funds

5,667

–

5,667

Loan stock

–

1,828

7,425

–

12,207

19,632

Reconciliation of fair value for level 3 financial instruments held at the year end:

Level 3 Investments

Unquoted Equity

Loan Stock

Total

£'000

Fair value as at 28 February 2021

10,379

1,828

12,207

Purchases at cost

3,595

Disposal Proceeds

(1,829)

(100)

(1,929)

Realised gains on disposal

715

(200)

515

Prior year unrealised gains/(losses)

realised during the period

(50)

(43)

Transfer from level 3 to level 1

(250)

(533)

(783)

Unrealised movement

1,995

150

2,145

Fair value as at 28 February 2022

14,612

1,095

15,707

Unquoted investments are valued using an appropriate valuation technique so as to establish what the transaction price would have been

at the balance sheet date. Such investments are valued in accordance with the most recent International Private Equity and Venture Capital

(“IPEV”) guidelines. Primary indicators of fair value are derived from price of recent investments or cost, calibrated with other

valuation methods such as earnings or sales multiples, discounted cash flows or from net assets.

Where the effect of changing one or more inputs to reasonably possible alternative assumptions would result in a significant change to

the fair value measurement, information on this sensitivity is mentioned above on page 71. The information used in determination of

the fair value of Level 3 investments is chosen with reference to the specific underlying circumstances and position of the investee

company.

17. Related Parties’ Transactions

John Glencross, a Director of the Company, is a Director of Calculus Capital Limited and owns 50 per cent of the shares of its holding

Company. Calculus Capital Limited receives a Manager’s fee from the Company. As disclosed in Note 4, for the year ended 28 February

2022, Calculus Capital Limited earned £436,508 of management fees (2021: £319,639). Calculus Capital Limited also earned a company

secretarial fee of £18,000 (2021: £18,000).

Calculus Capital Limited took on the expenses cap on 15 December 2015. In the year to 28 February 2022, Calculus Capital Limited did

not contribute towards the expenses of the Company as the expense cap was not reached during the year. (2021: contributed £nil).

18. Transactions with the Manager

John Glencross, a Director of the Company, is Chief Executive and a Director of Calculus Capital Limited, the Company’s Manager.

He does not receive any remuneration from the Company. He is a Director of Maven Screen Media Limited, Home Team Content

Limited and Wonderhood Studios Limited

In the year to 28 February 2022, Calculus Capital receives fees from certain portfolio companies. The aggregate amounts received by

Calculus Capital Limited for any monitoring, provision of a Director and arrangement fees, as appropriate, from the investee

companies in relation to the Company’s investment was as follows:

2022

2021

2022

2021

Antech Limited

£21,600

£17,800

Maze Theory Limited

£30,070

£46,120

Arcis Biotechnology Holdings Limited

£6,000

£13,210

MIP Diagnostics Limited

£9,000

Arecor Limited

£7,615

£28,930

Mologic Limited

£9,866

£17,000

Blu Wireless Technology Limited

£38,400

£42,730

Money Dashboard Ltd

£23,440

£29,000

Brouhaha Entertainment Limited

£20,576

Open Energy Market Limited

£53,760

£37,800

Censo Biotechnologies Ltd

£58,500

Oxford Biotherapeutics Limited

£38,520

£31,700

Cloud Trade Technologies Limited

£40,320

£43,200

Park Street Shipping Limited

£39,600

£34,660

Duvas Technologies Limited

£12,120

£13,400

Pico's Limited

£2,600

eConsult Health Limited

£8,880

£34,000

Quai Administration Services Limited

£27,960

£32,000

Essentia Analytics Limited

£47,614

£64,100

Raindog Films Limited

£38,880

£12,180

Every1Mobile Limited

£17,989

£32,370

Rota Geek Limited

£31,440

£76,350

Evoterra

£47,976

£36,830

Thanksbox Limited

£36,000

£92,370

Hinterview Limited

£3,652

Wazoku Limited

£45,840

£66,600

Home Team Content Limited

£9,032

£56,360

Weeding Technologies Limited

£59,851

£44,800

Invizius Limited

£36,750

WheelRight Limited

£27,840

£24,400

IPV Limited

£34,200

£28,200

Wonderhood Limited

£15,040

£6,000

Maven Screen Media Ltd

£26,400

£49,550

19. Post Balance Sheet Events

In March 2022, the Company made a £500,000 investment in Destiny Pharma plc. Destiny Pharma is a clinical phase biotechnology

company dedicated to the development of novel anti-infectives with a focus on infection prevention. The company is developing novel

antimicrobial drugs from its “in-house” XF platform and also from recently acquired Biotherapeutic products that harness beneficial

components of the human microbiome.

Also in March 2022, the Company made a follow-on investment of £50,000 in Arcis Biotechnology. Arcis completed the development

of its new one step RNA reagent formulation, designed to overcome the well known obstacles to the use of saliva in Covid testing. The

investment was part of a £300,000 funding round to assist in getting its formulation to market. Currently, Arcis has agreed in field

evaluations of its formulation with three leading collection device companies, one leading supplier of components in diagnostics kits

and a leading provider of molecular diagnostics products.

In the same month, the Company invested £400,000 in Censo Biotechnologies Limited (trading as Axol). Using stem cell technology,

Censo Biotechnologies supplies high quality adult human cells to many of the biggest and best-known pharmaceutical companies and

research institutions.

As mentioned above, since the year end the Company has made a further allotment of Ordinary shares. On 22 March, 2.2 million

shares were allotted at an average price of 65.9 and on 5 April 2022, a further 2.2 million Ordinary shares were allotted at an average

price of 65.6 pence per share.

The Board is considering contingency plans for the 2022 AGM taking into account the evolving nature of the regulations and

announcements from the Financial Reporting Council and the Financial Conduct Authority. Please refer to the Notice of Meeting from

page 76 of this document.

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the tenth ANNUAL GENERAL MEETING of Calculus VCT plc (the “Company”) will be held

at 1.00 pm on 14 July 2022. Further details regarding how the meeting will be convened, and instructions for joining, will be

made available on the Company’s website (https://calculuscapital.com/calculus-vct-annual-general-meeting-2022/) nearer the

designated date for the meeting.

The meeting is called to consider and, if thought fit, pass the following resolutions:

Ordinary resolutions

1. To receive and adopt the Strategic Report, Directors’ Report and Auditors’ Report and the audited Accounts for the year ended 28

February 2022.

2. To receive and approve the Directors’ Remuneration Report for the year ended 28 February 2022.

3. To receive and approve the Directors’ Remuneration Policy.

4. To declare a final dividend of 3.06p per Ordinary share of 1p each.

5. To re-elect Mr John Glencross as a Director.

6. To re-elect Ms Janine Nicholls as a Director.

7. To re-elect Ms Jan Ward as a Director.

8. To re-elect Ms Claire Olsen as a Director.

9. To re-appoint BDO LLP as Auditor to the Company to hold office until the conclusion of the next annual general meeting of the

Company.

10. To authorise the Directors to determine the remuneration of the Auditor.

11. THAT, in addition to existing authorities, 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 shares in the Company and

to grant rights to subscribe for, or convert any security into, shares in the Company; in respect of the Ordinary shares of 1p each in

the capital of the Company (“Ordinary shares”), with an aggregate nominal value of up to but not exceeding £200,000 pursuant to

one or more public offers for subscription and where the proceeds may be used in whole or part to purchase shares in the capital of

the Company, such authority to expire on the conclusion of the annual general meeting to be held in 2023 save that the Company

shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted

and issued after such expiry and the Directors shall be entitled to allot shares pursuant to any such offer or agreement as if this

authority had not expired.

Special resolutions

12. THAT, in addition to all other existing authorities, the directors be and are generally and unconditionally authorised in accordance

with section 570 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 11 above as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall

expire on the conclusion of the annual general meeting of the Company to be held in 2023.

13. THAT, in substitution for existing authorities, the Company be and hereby is empowered to make one or more market purchases

within the meaning of section 693(4) of the Act of its own shares (either for cancellation or for the retention as treasury shares for

future re-issue or transfer) provided that:

a. the aggregate number of Ordinary shares which may be purchased shall not exceed 3,000,000, or, if lower,

such number of Ordinary shares as shall equal 15 per cent of the issued Ordinary share capital;

b. the minimum price which may be paid per share is 1p, the nominal value thereof; the maximum price which

may be paid per share is an amount equal to the higher of (a) 105 per cent of the average of the middle market quotation

per share taken from the London Stock Exchange daily official list for the five business days immediately preceding

the day on which such share is to be purchased; and (b) the amount stipulated by Article 5(1) of the Buy Back and

Stabilisation Regulation 2003;

c. the authority conferred by this resolution shall expire on the conclusion of the annual general meeting of the

Company to be held in 2023, unless such authority is renewed prior to such time; and

d. the Company may make a contract to purchase shares under the authority conferred by this resolution prior

to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority

and may make a purchase of such shares pursuant to such contract.

14. THAT the Company be and is hereby generally and unconditionally authorised to hold general meetings (other than annual general

meetings) on 14 clear days’ notice.

15. THAT the share premium account and the capital redemption reserve each be cancelled.

By order of the Board

Calculus Capital Limited Company Secretary

31 May 2022

Notes

1. To be entitled to attend and vote at the meeting (and for the purposes 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 close of business on 12 July 2022 (or, in the event

of any adjournment, close of business two days prior to the adjourned meeting). Changes to the Register of Members of the

Company after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak and vote on his or her

behalf. A proxy need not also be a member but must attend the meeting to represent you. Details of how to appoint the Chairman of

the meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy

to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chairman) and give your

instructions directly to them.

3. To appoint more than one proxy, you will need to complete a separate proxy form in relation to each appointment (you may

photocopy the proxy form), stating clearly on each proxy form how many shares the proxy is appointed in relation to. A failure to

specify the number of shares to which each proxy appointment relates or specifying an aggregate number of shares in excess of

those held by the member will result in the proxy appointment being invalid. Please indicate if the proxy instruction is one of

multiple instructions being given. All proxy forms must be signed and should be returned together in the same envelope.

4. A personalised form of proxy is enclosed with shareholders’ copies of this document. To be valid, it should be lodged with the

Company’s registrars, The City Partnership (UK) Limited at the address printed on the proxy form so as to be received not later

than 48 hours (excluding weekends and bank holidays) before the time appointed for the meeting or any adjourned meeting or, in

the case of a poll taken subsequent to the date of the meeting or adjourned meeting, so as to be received no later than 24 hours before

the time appointed for taking the poll. A member may return a proxy form in their own envelope with the address The City

Partnership (UK) Limited, The Mending Rooms, Park Valley Mills, Meltham Road, Huddersfield, HD4 7BH. As an alternative

to completing the hard-copy form of proxy, you can appoint a proxy electronically by emailing a scanned copy of the signed form

of proxy to proxies@city.uk.com. For an electronic proxy appointment to be valid, your appointment must be received by The

City Partnership (UK) Limited not later than 48 hours (excluding weekends and bank holidays) before the time appointed for the

meeting or any adjourned meeting or, in the case of a poll taken subsequent to the date of the meeting or adjourned meeting, so as to

be received no later than 24 hours before the time appointed for taking the poll.

5. Appointment of a proxy will not preclude a member from subsequently attending and voting at the meeting should the member

subsequently decide to do so. A member can only appoint a proxy using the procedures set out in these notes and the notes to the

proxy card. The termination of the authority of a person to act as a proxy must be notified to the Company in writing. Amended

instructions must be received by the Company’s registrars by the deadline for receipt of proxies.

6. Ordinary shares carry equal voting rights and a member present in person or by proxy shall have one vote on a show of hands and

on a poll shall have one vote for every share of which he/she is the holder.

7. A person authorised by a corporation is entitled to exercise (on behalf of the corporation) the same powers as the corporation could

exercise if it were an individual member of the Company. On a vote on a resolution on a show of hands, each authorised person has

the same voting rights as the corporation would be entitled to. On a vote on a resolution on a poll, if more than one authorised person

purports to exercise a power in respect of the same shares, if they purport to exercise the power in the same way, the power is

treated as exercised; if they do not purport to exercise the power in the same way, the power is treated as not exercised.

8. Any person receiving a copy of this Notice as a person nominated by a member to enjoy information rights under section 146 of

the Companies Act 2006 (a ‘‘Nominated Person’’) should note that the provisions in Notes 2 and 3 above concerning the appointment

of a proxy or proxies to attend the meeting in place of a member, do not apply to a Nominated Person as only shareholders have the

right to appoint a proxy. However, a Nominated Person may have a right under an agreement between the Nominated Person and

the member by whom he or she was nominated to be appointed, or to have someone else appointed, as a proxy for the meeting. If

a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right under such an

agreement to give instructions to the member as to the exercise of voting rights at the meeting.

9. Nominated persons should also remember that their main point of contact in terms of their investment in the Company remains

the member who nominated the Nominated Person to enjoy information rights (or, perhaps the custodian or broker who administers

the investment on their behalf). Nominated Persons should continue to contact that member, custodian or broker (and not the

Company) regarding any changes or queries relating to the Nominated Person’s personal details and interest in the Company

(including any administrative matter). The only exception to this is where the Company expressly requests a response from a

Nominated Person.

10. As at the date of this notice, the Company’s issued share capital and total voting rights amounted to 49,142,989 Ordinary shares

carrying one vote each.

11. Section 319A of the Companies Act 2006 requires the Directors to answer any question raised at the meeting which relates to the

business of the meeting, although no answer need be given.

12. (a) if to do so would interfere unduly with the preparation of the meeting or involve disclosure of confidential information;

(b) if the answer has already been given on the Company’s website; or

(c) if it is undesirable in the best interests of the Company or the good order of the meeting. You may alternatively submit your

question in advance by letter addressed to the Company Secretary at the registered office.

13. Members satisfying the thresholds in section 527 of the Companies Act 2006 can require the Company to publish a statement on

its website setting out any matter relating to (a) 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 Annual General Meeting; or (b) any circumstances connected with an auditor of the

Company ceasing to hold office since the last Annual General Meeting, that the members propose to raise at the meeting. The

Company cannot require the members requesting the publication to pay its expenses. Any statement required to be placed on the

website must also be sent to the Company’s auditors no later than the time it makes its statement available on the website. The

business which may be dealt with at the meeting includes any statement that the Company has been required to publish on its website.

14. By attending the meeting, members and their proxies and representatives are understood by the Company to have agreed to receive

any communications relating to the Company’s shares made at the meeting.

15. 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 meeting, notice of a resolution which those members intend to move (and which

may properly be moved) at the meeting. A resolution may properly be moved at the meeting unless

(i) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment or the Company’s constitution

or otherwise); (ii) it is defamatory of any person; or (iii) it is frivolous or vexatious. 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 six weeks before the date of the meeting.

16. 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 meeting any matter (other than a proposed resolution) which may properly be included in the business

at the meeting. A matter may properly be included in the business at the Annual General Meeting 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 six weeks before the date of

the meeting.

17. The Annual Report incorporating this notice of meeting and, if applicable, any members’ statements, members’ resolutions or

members’ matters of business received by the Company after the dates of this notice will be available on the website of Calculus

Capital Limited, www. calculuscapital.com/calculus-vct.

18. None of the Directors has a contract of service with the Company. A copy of the letters of appointment of the Directors will be

available for inspection at the registered office of the Company during usual business hours on any weekday (except weekends and

public holidays) until the date of the meeting and at the place of the meeting for a period of fifteen minutes prior to and during the

meeting.

Shareholder Information

Payment of Dividends

Cash dividends will be sent by cheque to the first-named shareholder on the share register at their registered address, together with a

tax voucher. At shareholders’ request, dividends may instead be paid direct into the shareholder’s bank account through the Bankers’

Automated Clearing System (“BACS”). This may be arranged by contacting the Company’s Registrars on 01484 240 910 or by visiting

the website at www.city.uk.com.

Price and Performance Information

The Company’s Ordinary shares are listed on the London Exchange and share prices can be found on their website,

www.londonstockexchange.com. The Company’s net asset value is announced quarterly and can also be viewed on the London Stock

Exchange website or the Calculus Capital Limited website, www.calculuscapital.com/calculus-vct.

Share Register Enquiries

The Company’s Registrars, The City Partnership (UK) Limited, maintain the share register. In the event of queries regarding your

shareholding, please contact the Registrars on 01484 240 910 or by visiting the website at www.city.uk.com.

General Data Protection Regulation

Calculus VCT plc may collect personal information about shareholders in order to verify their identity, comply with legal, tax and

regulatory reporting obligations and to manage their shareholdings including the payment of dividends. This information may be

shared with third parties including the Company’s registrars, the Company’s professional advisers, the Company’s administrators

and shareholders’ financial advisers.

Full details of how shareholders’ data is collected, used and stored and details of shareholders’ rights in relation to their data is contained

in the Company’s privacy policy which will be displayed on the Company’s website www.calculuscapital.com/calculus-vct/

Glossary of Terms

Accumulated shareholder value

The sum of the current NAV and cumulative dividends paid to date.

Alternative performance measure (APM)

An alternative performance measure is a measure of a past or future financial position, performance or cash flows that is not

prescribed by the relevant accounting standards.

Annual yield

This is used to show the real rate of return on the portfolio. The annual yield is calculated by dividing the final proposed dividend

over the net asset value per share.

C share fund

The net assets of the Company attributable to the former C shares (including any income and/or revenue arising from or relating

to such assets) prior to the merger of the share classes.

D share fund

The net assets of the Company attributable to the D shares (including any income and/or revenue arising from or relating to such

assets) prior to the merger of the share classes.

Final dividend proposed

The dividend declared or proposed to be distributed among the shareholders of the Company during a financial year which will

be paid in the next financial year

IPEV Guidelines

The International Private Equity and Venture Capital Valuation Guidelines published in December 2019, used for the valuation

of unquoted investments.

Net asset value or NAV per share

Shareholders’ funds expressed as an amount per share. Shareholders’ funds are the total value of a company’s assets, a t current

market value, having deducted all prior charges at their par value (or at their market value).

Old Ordinary share fund

The net assets of the Company attributable to the old Ordinary shares (including any income and/or revenue arising from or

relating to such assets) prior to the merger of the share classes.

Ordinary share fund

The net assets of the Company attributable to the new Ordinary shares (including any income and/or revenue arising from or

relating to such assets).

Portfolio income yield

The amount of investment income generated by the portfolio during a certain period of time, expressed as a percentage. Portfol io

income yield is calculated by dividing the total investment income during the period over the total cost of the portfolio.

Share price discount

The difference between the share price and the net asset value per share expressed as a percentage.

Total return per share

Total return per share is a non-GAAP Alternative Performance Measure (“APM”). It is taken from the Income Statement on page

56 and is calculated by taking the total profit or loss for the period and dividing by the weighted average number of shares. Th is

has been selected to provide better understanding of the Company’s performance over the period on a per share basis.

VCT value

The value of an investment calculated in accordance with section 278 of the Income Tax Act 2007 (as amended).

Qualifying Investments

An unquoted (or AIM-traded) company which satisfies the requirements of Part 4, Chapter 6 of the Income Tax Act 2007 (as

amended).