1
Registered number 07142153
Calculus VCT plc
Annual Report and Accounts
For the 13-month period ended 31 March 2024
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About Calculus VCT plc
OUR AIM
The Calculus VCT plc (the “Company” or the “VCT”) is a tax efficient listed company which aims to achieve
long-term returns, including tax-free dividends, for investors.
INVESTMENT OBJECTIVE
The Company invests, primarily, in a diversified 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 Board of
Directors (the “Board)” believes that the Company can benefit from leveraging the sector experience and the
inherent synergies from grouping similar businesses. Consequently, investments, primarily, sit within three
sectors: technology, life sciences and media.
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.
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Contents
Strategic Report 6
Chairman’s Statement 6
Manager’s Review 9
Investment Portfolio 15
Business Review 27
Section 172 Statement 33
Board of Directors 34
The Manager 35
Directors’ Report 37
Corporate Governance 42
Audit Committee Report 46
Directors’ Remuneration Report 48
Directors’ Responsibilities Statement 52
Independent Auditor’s Report 53
Income Statement 59
Statement of Changes in Equity 60
Statement of Financial Position 62
Statement of Cashflows 63
Notes to the Financial Statements 64
Notice of Annual General Meeting 79
Shareholder Information 83
Glossary 84
Company Information 86
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Key Dates 2024
Annual General Meeting: 22 August 2024
Dividend reinvestment scheme application deadline: 19 August 2024
Final dividend payment date: 29 August 2024
Company’s half year end: 30 September 2024
Unaudited half yearly results: to be announced November 2024
Annual results for year to 31 March 2025: to be announced July 2025
Financial Highlights 2024
NAV Total Return per share for the period was -1.68% which includes a 4.5p per share dividend paid
by the Company.
£39.0
6
m
Total Net Assets as at 31 March
2024
61.58p
NAV per share as at 31 March
2024
£8.3m
Total cost of new and follow-on
investments in the period
1.81%
5-year total return
£8.4m
Funds raised in the period
£1.8m
Dividends paid out in the
period
£1.2m
Shares bought back in the
period
37
Portfolio companies at period-
end
Key Metrics
13-month period to
31 March 2024
Year to 28 February 2023
Total net assets £39.06m £34.32m
Net Asset Value per share 61.58p 65.63p
Final dividend proposed 2.77p 2.95p
Annual yield* 4.50% 4.50%
Dividend yield*** 7.42% 7.30%
Total return/(loss) per share** (0.89)p 1.30p
Shares in issue
63,441,389
52,296,457
Share price 60.00p 62.50p
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Portfolio Review
2024 £’000 2023 £’000
Opening portfolio value 30,663 24,359
New and follow-on investments made 8,269 5,292
Disposal proceeds (783) (255)
Realised net losses
–
(63)
Prior year unrealised gains/(losses) realised during
the period
19 (572)
Unrealised valuation (losses)/gains (254) 1,902
Closing portfolio value 37,914 30,663
Investment Portfolio Yield
Historical Total Return
Financial period-
ended
NAV at period
-
end
Cumulative dividends
received (p)*
Total return (p)**
31 March 2024
61.58
-
61.58
28 February 2023 65.63
2.95 64.53
28 February 2022 67.90
6.01 67.59
28 February 2021
67.08
9.03 70.61
29 February 2020
70.20
12.23 73.81
28 February 2019
75.84
15.63 77.21
*Cumulative dividends received includes all dividends received since the relevant Financial period-end to date
**Total NAV return is equal to the sum of NAV at 31 March 2024 and cumulative dividends received
2024
£
’
000
2023
£’
000
Loan interest 389 185
Total portfolio income in the period 658 255
Portfolio value at period end 37,914 30,663
Portfolio income yield 1.74% 0.83%
*These are Alternative Performance Measures (APM’s), which have been defined in the glossary on pages 84 and 85 of the Annual Report.
**Total return per share is equal to the sum of NAV at 31 March 2024 and cumulative dividends received divided by average number of shares
in the period
***the Company’s target dividend equates to a tax-free yield of 7.3% p.a. (at the additional rate) on the current offer price net of 30% income
tax relief.
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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 period ended 31 March 2024. I am pleased to report another
year of encouraging performance and progress for the Company despite the challenges presented by global events. Throughout the period,
we remained committed to our investment strategy, focusing on identifying and supporting promising businesses with high growth
potential. The two new investments and £8.4 million worth of new Ordinary shares allotted, which equate to a 48 per cent increase from
last year, are a testament to the strength of our investment strategy, the hard work and expertise of the team and the growing popularity
of the Calculus VCT across the adviser and investor space.
The Company’s net asset value per share at the end of the financial period was 61.58 pence per share. In the period to 31 March 2024,
the Company generated a -1.7 per cent total return on its Net Asset Value, compared to a 1.9% fall in the FTSE Small Cap. In addition,
the Company paid a dividend of 2.95 pence per share, giving a total return to shareholders for the year (NAV plus total dividends paid
in the period) of 64.53 pence per share.
The Company, through its portfolio of qualifying investments, seeks to drive economic growth through innovation, entrepreneurship and
employment benefiting both the economy and community wellbeing. Investments in life sciences companies like Arecor plc and Spectral
AI, all have the core mission to contribute to people’s lives in the development of new treatment in areas of high unmet needs. Arecor is
focused on developing superior biopharmaceutical products to enable patients to live healthier lives. While Spectral AI plc is focused on
medical diagnostics for faster and more accurate treatment decisions in wound care. Similarly, Censo Biotechnology Limited has
promoted animal free testing through human iPSCs for drug discovery. Within the technology sector, Arctic Shores Limited is helping
employers build diversity into their recruitment processes and Wazoku is another example using innovative software to assist businesses
looking to meet the global sustainability challenge. Similarly, Notify Technologies Limited is supporting organisations in managing
safety, health, environment, and quality compliance with their innovative software solution. Within the media industry, Home Team
Content is committed to improving the representation of people of colour within the industry.
Venture Capital Investments
Calculus Capital Limited (The Investment Manager) manages the portfolio of Venture Capital Trust (VCT) qualifying
investments made by the Company.
The Company invested £1.7 million in two new investments and £3.2 million in six follow-on investments (excluding investments into
the liquidity funds) during the period ended 31 March 2024. New and follow-on investments are set out in the Investment Manager’s
review from page 9.
Issue of New Ordinary shares
The Company issued 13.2 million shares in the financial period to 31 March 2024 at an average issue price of 64.11 pence per share. Of
these shares issued, 9.8 million shares were issued under the offer that launched on 14 September 2022 and closed on 31 August 2023.
The Company launched a further offer on 22 September 2023 and issued 3.4 million shares under this offer in the financial period under
review.
Since the period-end, the Company has issued a further 5.3 million shares on 5 April 2024 at an average price of 60.42 pence per share.
Share Buybacks
During the period, 2.0m shares were bought back for cancellation at no more than 5 per cent discount to the latest published
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NAV. In keeping with its policy of returning funds to shareholders, the Company will continue to consider and assess
opportunities for buybacks in the coming year. The total shares bought back represented 3.35 per cent of the weighted average
number of shares in issue during the period ended 31 March 2024. The Company has agreed to continue to make timely and
consistent buybacks to ensure shareholders can liquidate their holdings throughout the year and to manage the level of discount
to share price.
Date
Number of ordinary shares
bought back
Percentage of issued share
capital at that date
Cost of shares bought back
(£)
8 March 2023
334,652
0.64%
£
205,142
7 September 2023
1,124,473
1.82%
£
665,688
10 January 2024
556,192
0.88%
£
324,816
Dividend
The Directors are pleased to announce a final dividend of 2.77 pence per Ordinary share to be paid to all Ordinary shareholders.
Subject to shareholder approval, the Ordinary share dividend will be paid on 29 August 2024 to shareholders on the register on 9
August 2024. The deadline for the scheme administrator (City Partnership) to receive any applications under the dividend reinvestment
scheme is 19 August 2024.
Change of accounting reference date
In June 2023, the Board changed the accounting reference date of the Company to achieve greater operational efficiency. The accounting
reference date changed from 28 February to 31 March, resulting in a 13-month period-end. The unaudited half-yearly results for the six-
month period ending 30 September 2024 will be released in November 2024.
Proposed new performance incentive fee agreement
On 21 August 2023, a new performance incentive structure with the Investment Manager was approved and put in place by shareholders
at the Company’s AGM. Under this arrangement, the Investment Manager would become entitled to a performance fee equal to 20% of
excess realised gains (less previous performance incentive payments made) with excess gains calculated by subtracting realised losses
made on the disposal or write off of investments by the Company from realised gains made on the disposal of investments by the
Company. The incentive fees are only payable to the Investment Manager subject to meeting three prescribed hurdles. Further
information on the existing performance incentive arrangements can be found on page 38 and 39.
The Board has recognised the existing performance incentive arrangements could be further improved with respect to incentivising
Calculus Capital Limited to attract and retain the talent necessary to drive value growth for shareholders. Accordingly, it is proposed
that the existing agreements be revised as below:
1. that the quantum of Calculus Capital's entitlement to a performance fee in respect of excess realised gains be reduced from 20%
to 10%; and
2. that a co-investment syndicate (“Syndicate”) structure be put in place to facilitate the individual members of the Calculus Capital
investment team and other key members of its staff ("Syndicate Members") putting their own money into each investment that
the Company makes, with Syndicate Members receiving a junior class of shares to those received by the Company.
A separate circular to shareholders seeking their approval of the new arrangements will be issued on or around the date of publication
of these Accounts and sent to shareholders along with these Accounts.
Developments Since the Period End
On 26 April 2024, C4X Discovery Holdings plc (now C4X Discovery Holdings Limited) de-listed from the AIM market. The board of
C4X took this strategic decision because the LSE AIM valuation has not reflected the underlying potential of the business for some time.
Whilst the AIM-market has provided the Company with valuable opportunities to enrich its portfolio and stimulate growth and visibility,
we believe the de-listing of C4X will allow the Company to provide a more accurate and fair valuation of C4X’s progress.
Continuing a successful fundraising period for the Company, a further £3.2m shares were issued on the 5 April 2024. This was made up
of 5,257,265 shares at 60.42p. On 24 April 2024, 833,854 shares were bought back by the Company for £472,378.
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On 29 May 2024, Blu Wireless Technology Limited ("BWT") raised new equity from a strategic investor, Westermo, and other financial
investors. As part of the equity issue, the convertible loan note (“CLN”) held by the Company was converted into equity alongside other
CLNs issued by BWT.
On 4 June, the Company invested £666k in Engaging Works Holding Limited (“WorkL”). WorkL helps over 1,000 businesses globally
improve the happiness and engagement of their teams and is also the powerhouse behind the UK’s most prestigious business awards,
“The Sunday Times Best Places to Work”. This investment will enable WorkL to accelerate and expand its domestic and international
operations, which already include the UK, Ireland, the UAE, Australia and South Africa.
Outlook
Looking ahead, we remain optimistic about the future opportunities for the Company. Whilst we anticipate a degree of continued market
volatility and uncertainty, we believe that our diversified portfolio and Calculus Capital Limited’s experienced investment team are well-
positioned to navigate these challenges and capitalise on attractive investment opportunities as they arise. The Company’s focus on
investment in growth companies in the technology, life sciences and media sectors, all of which are key expansion areas for the UK
economy, will continue to provide opportunities for profitable investment. The 2024 Spring Budget focused in on three distinct sectors;
technology, life sciences and the creative industry and the roles these will play in delivering future sustained economic growth to the
UK. This focus further highlights the growth potential provided by the Company’s investment strategy and unique sector focus.
As we navigate the evolving political landscape, the recent election of Keir Starmer as the new Prime Minister marks a significant
moment of change. His leadership may bring a fresh perspective and potential policy changes that could stimulate growth in the economy.
In September 2023, Labour published their ‘Start Up, Scale Up’ report which outlined the party’s plans to make Britain the high growth,
start-up hub of the world. VCT schemes will be vital in delivering this target. Rachel Reeves, the UKs first female Chancellor has, on
numerous occasions, made clear her support and appreciation of the importance of the VCT schemes. Reassuringly, tax efficient venture
capital managers will continue to play a vital role in stimulating investment and entrepreneurship across the UK and to contribute to
delivering sustained economic growth.
The Company ended the period with several notable uplifts in value within our current portfolio despite challenging market conditions.
We are pleased to announce that the VCT has successfully fundraised over £8.4 million in the current financial period with a further
£3.2m raised in April 2024. The marginal decline in total funds raised across the wider VCT market was not experienced by the Company.
VCTs provide a compelling opportunity for UK investors to provide funding for growing businesses in a tax-efficient way, and we look
forward to continuing to update you on our progress in the year ahead.
Jan Ward, Chairman
11 July 2024
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Manager’s Review
The Company, through its Investment Manager, Calculus Capital Limited (“Calculus Capital”), invests in a diverse portfolio
of established UK growth companies. The investments aim to support those companies to grow, innovate and scale 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 partnerships with the portfolio companies.
Results For the Period
There has been a strong performance across a broad range of the Company’s qualifying investments, which is particularly encouraging
given challenging market conditions.
Performance
We are pleased with the overall resilience shown across the Company’s portfolio despite ongoing political and financial uncertainties
and the resulting inflationary environment and disruption in global supply chains.
The funding landscape for private UK companies across 2023 presented notable challenges. A higher Bank Rate and the subsequent
increased cost of capital inevitably moderated the valuations of private unquoted companies across multiple sectors. Management teams,
reluctant to raise capital during periods of lower valuations, switched focus to capital efficiency and a quicker path to profitability,
replacing the revenue growth at all costs mentality and approach. Given the challenges, the Company’s portfolio was well positioned to
capitalise on the investment trends of the latter half of 2023 (H2 2023) and Q1 2024. The Calculus Capital investment team has always
targeted IP rich, and research driven companies with the potential to grow significantly in value by delivering on clearly defined business
plans and growth milestones, regardless of the changes in the interest rate environment. As a result, the Company is pleased to report
the uplift in valuation of several portfolio companies.
The top 5 performing portfolio companies in terms of valuation growth cover the range of sectors which make up the Company’s
investment strategy (this includes both media and technology) highlighting the effectiveness of the Company’s well diversified
portfolio and unique sector focus. Collectively, these five companies contributed to £1.09m of NAV growth.
The most substantial movement in the qualifying portfolio across the period was the £0.33m value increase of Optalitix Limited
(“Optalitix”). Optalitix offers a low-code SaaS product to insurers and financial institutions which allows business processes based on
Excel to be transformed into robust online systems. The company has a strong customer base in the UK and internationally, including
notable insurance names such as Vitality Health, Dale Underwriting Partners, GoCompare and Lloyd’s of London. The company
experienced good growth in H2 2023 which continued into Q1 2024. It is likely the company will use this sales growth to launch a
further funding round in 2024.
Riff Raff Entertainment Limited (“Riff Raff”) contributed £0.3m to the Company’s NAV despite the lengthy US writers’ and actors’
strikes that took place last year. As a co-founder, Jude Law is actively involved in the creative process, collaborating with talented
filmmakers and writers to develop TV and film projects with strong narratives. Riff Raff has made strong progress since receiving first
investment from funds managed by Calculus Capital in 2022 due to projects such as Black Rabbit, a major eight part TV series
developed by Riff Raff and currently shooting in New York for Netflix with Jude Law, Jason Bateman (Ozark), Laura Linney and
directed by Jason Bateman.
Quai Administration Services Limited (“Quai”) has enjoyed a considerable increase in demand for its platform and services since
becoming authorised by the Financial Conduct Authority (FCA) in 2021. Revenues in the year to October 2023 grew by over 40%
compared to the prior year and growth of a similar level is expected in the year to October 2024. This last year of promising growth
within Quai has provided the VCT with an additional £0.3m in the Company’s NAV.
A further £0.24m NAV growth was delivered across the qualifying portfolio by Fiscaltec Group Limited (“Fiscaltec”). Fiscaltec
solutions empower procurement teams across the globe to protect their organisational spend. Its NXG Forensics® enterprise solution
provides continuous protection through transactional risk analysis, supplier risk profiling, anti-fraud controls and ongoing reporting. In
the year to November 2023, Fiscaltec grew revenues by 14%. The company continues to manage its costs and was able to achieve this
growth whilst delivering a breakeven EBITDA result for the second consecutive year. Fiscaltec is well positioned as a software
provider to the “office of the CFO” and now has the scale to capitalise on this position. As a result, the investment team believe a
material uplift in valuation (25%) to be appropriate.
Wonderhood Studios Limited (“Wonderhood”) experienced further valuation growth, contributing £0.16m to the overall Company
NAV growth. Wonderhood consists of five studios comprising a full-service advertising agency, social media studio, TV production
division, data insights unit and design studio. In the period to March 2024, Studio A (Advertising) won major new clients, including
FTSE 100 companies, Coral and Hargreaves Lansdown. Additionally, Wonderhood has been asked to handle the account of the
Princess of Wales’ Early Learning Foundation which is a small but prestigious client. Studio C (TV production business) has sold
programming to every
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UK public service broadcaster plus Sky and Paramount +.
Conversely the Company portfolio has not been immune to the challenging macroeconomic conditions persistent throughout 2023 and
the valuations of several portfolio companies have been lowered to reflect these headwinds. Two of the largest write downs came in the
form of Wazoku Limited (“Wazoku”) and Hinteview Limited (“Hinterview”), two companies making up a portion of the technology
focused portfolio. The Wazoku valuation was reduced by £0.44m and Hinterview by £0.33m. Client churn and challenges in enterprise
sales were the contributing factors in both valuation adjustments.
Negative investor sentiment towards the LSE Alternative Investment Market (AIM) remains a challenge for the quoted companies held
within the Company portfolio. In the same period as the Company’s FYE, the FTSE AIM All Share declined by -13.6%, highlighting
the supressed sentiment. Lack of liquidity and the higher risk profile of AIM means a large majority of the market constituents remain
considerably undervalued. Arecor Therapeutics plc, one of the Company’s healthcare/ drug discovery portfolio companies, is now being
held at a market value which is £0.46m lower that its closing value for the FYE 2023 notwithstanding considerable progress in the
development of its portfolio of treatments. Other listed companies, including Destiny Pharma plc and Scancell Holdings plc lost an
aggregate of £0.27m, again despite considerable scientific progress.
Exits
In July 2023, the Company received a capital distribution from Park Street Shipping Limited (“Park Street”). The distribution came
from the sale of the MV Nordic, Park Street’s only asset, back in October 2021. The payment represents a 1.68x return on cost. Since
then, Park Street has been put in members’ voluntary liquidation and a final payment to the Company which concluded our
involvement with the business took place in October 2023.
In October 2023, Tollan Energy Limited received the clearances from HMRC to proceed with distributing remaining assets to
shareholders and liquidating the company. The Company received its final payment in October 2023 and the company was dissolved in
February 2024.
Following the sale of Mologic Limited in July 2021, there was a deferred element of the consideration that was paid to the Company in
February 2024. There are still additional deferred amounts due to the Company but at the year end, all realisation proceeds received to
date represents a 2.1x return on equity.
A final payment of deferred consideration was paid to the Company from Money Dashboard Limited in February 2024.
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NAV Breakdown
The net assets of £39,065k break down as follows:
During the period, the Company made eight qualifying investments, seeking to develop its diversified portfolio. These included two
new investments and six follow-on investments in existing portfolio companies.
Asset Class NAV (£000s) % of NAV Number of Investee Companies/Funds
Unquoted company investments
27,887
71%
31
Quoted company investments
1,524
4%
6
Liquidity Fund Investments
8,503
22%
3
Other net current assets
1,
151
3%
N/A
Total
39,0
65
100%
40
New Investments
Laverock Therapeutics Limited (“Laverock”)
Laverock is developing new approaches to regenerative medicine and oncology treatment using its Gene Editing induced Gene
Silencing (GEiGS) technology and cutting-edge bioinformatics platform. GEiGS uses universal gene editing tools to minimally edit the
host’s own non-coding genes and redirect their silencing activity (RNAi) towards any desired target gene or gene family. This should
allow for stable, tuneable and programmable gene silencing functionality and deliver improved safety, efficacy and accessibility for
these therapies.
Tagomics Limited (“Tagomics”)
Tagomics' proprietary multitopic platform unlocks disease-associated biomarkers from a range of biological sources including genetic,
epigenetic, and fragmentomic features. In combination with its advanced bioinformatic and machine learning approaches, Tagomics’
platform provides unique biological insights and offers a step change in genomics-based disease profiling and diagnosis.
Investments Date Sector Investment cost £'000 Website
Laverock Therapeutics Limited September 2023 Healthcare 744 https://www.laverocktx.com/
Tagomics Limited February 2024 Healthcare 909 https://tagomics.com/
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Follow-on Investments
Investments Date Sector Investment cost*
£'000
Website
Blu Wireless
Technology Limited
March 2023 Technology 350 https://www.bluwireless.com/
Brouhaha
Entertainment
Limited
December
2023
Creative 250 https://www.brouhahaent.com/
Riff Raff
Entertainment
Limited
August 2023 Creative 450 https://riffraffentertainment.com/
Rotageek Limited November
2023
Creative 250 https://www.rotageek.com/
Quai Administration
Services Limited
March 2023 Technology 550 https://www.quai-digital.co.uk/
WheelRight Limited March –
June 2023
Industrials 1,312 https://www.wheelright.co.uk/
Total 3,162
*Please note, the above table does not include any deposits made into the Company’s liquidity funds or conversion of loan notes
Blu Wireless Technology Limited (“Blu Wireless”)
Blu Wireless specialises in wireless technology that enables data transmission at exceptionally high speeds, comparable to fibre-optic
connections. Currently, Blu Wireless is focused on providing reliable, fibre-like connectivity for high-speed transport, perimeter security,
and secure vehicle-to-vehicle applications in the defence and security industries.
Brouhaha Entertainment Limited (“Brouhaha”)
Brouhaha Entertainment is an Anglo-Australian production company founded in 2021. The company made significant progress in the
period to March 2024 despite the lengthy US writers’ and actors’ strikes which had global ramifications for the industry. The TV series
Boy Swallows Universe was released worldwide on Netflix on 11 January 2024 and achieved a highest position of No. 2 in the USA and
the UK, No. 1 in Australia and was in the top 5 in 65 countries worldwide outperforming on a global basis even optimistic expectations.
Since launch, Brouhaha has shown itself to be able to develop innovative, commercially attractive content which spans multiple genres
and formats and the ability to physically produce film and TV content to a quality that can compete in international markets.
Riff Raff Entertainment Limited (“Riff Raff”)
Riff Raff is a film and television production company co-founded by Jude Law and producer Ben Jackson. The company was established
with a vision to develop and produce compelling film and television projects. Despite the US writers’ and actors’ strikes which had
global ramifications, progress is ahead of plan. The most advanced projects include: Black Rabbit, a major eight part TV series developed
by Riff Raff and currently shooting in New York for Netflix with Jude Law, Jason Bateman (Ozark) and Laura Linney and directed by
Jason Bateman. A number of other projects have been added to a strong and diverse slate and the company remains focused on developing
and acquiring new, original IP across diverse genres with broad, inspiring, and informative storylines, guided by Jude’s passion for
storytelling and commitment to entertaining drama.
Rotageek Limited (“Rotageek”)
Rotageek provides a workforce management solution, creating staff schedules using cloud-based technology to effectively manage and
engage staff. The company is led by the co-founder, and current CEO, Dr Chris McCullough, who spent 16 years in the NHS and 8 years
as an Emergency Medicine Physician, at several London based hospitals, including St Mary’s Hospital. In June 2022, the Company
invested £0.75 million as part of a £2.75 million fundraising, alongside existing investors, as well as new investors. The fundraise will
be used to support the company’s further expansion into the global workforce management market, primarily across retail and healthcare
sectors.
Quai Administration Services Limited (“Quai”)
Quai provides platform technology combined with back office administration services for the high-volume personal
savings industry. In late 2021 Quai became authorised by the Financial Conduct Authority, hitting a major milestone. Revenues in the
year to October 2023 grew by over 40% compared to the prior year and growth of a similar level is expected in the year to October 2024.
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WheelRight Limited
WheelRight’s cutting-edge drive-through automated tyre safety check system uses advanced technologies and services to provide a
simple solution to the problems of performing tyre inspections and capturing tyre diagnostics. The company’s board and management
team remain actively engaged with several prospective purchasers as they look to realise a viable and lasting funding solution for the
business that will enable it to provide a stable platform for the continued growth of WheelRight, its employees and customers.
Investment Diversification at 31 March 2024
31%
45%
17%
7%
Sectors by Investment Cost
Healthcare Technology Media & Entertainment Legacy
In line with the
Company’s investment
strategy, the portfolio
composition, based on
investment cost, largely
consists of three main
sectors: Technology,
Healthcare and Media and
Entertainment. These
three sectors makeup 93%
of the Company’s
portfolio.
28%
45%
26%
1%
Sectors by Market Value
Healthcare Technology Media & Entertainment Legacy
Work is ongoing to exit
companies which are outside of
the current investment strategy
and sector focus. This portion of
the portfolio is labelled as the
legacy holdings. It is encouraging
to see the legacy holdings make
up just 1% of the portfolio, based
on a comparison of sectors by
market value, as at 31 March
2024.
The majority of the portfolio is
held at a value above or at cost.
This is encouraging to see and
reflects the longer term positive
total return delivered to investors
by the Company.
Below
cost
32%
At cost
22%
Above
cost
46%
PERFORMANCE OF PORTFOLIO
COMPARED TO COST
Below cost At cost Above cost
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Sector specific investment cost vs. market value data shows an uplift in all three key sectors which make up the
Company’s investment strategy. It should be noted that two sizeable new investments were made into two
different healthcare companies in the FYE March 2024. Given how recent these investments have been made, for
the recent round of audited valuations, the two companies remained at investment cost.
The “Interest generated” shown in the above graph relates to the income generated by the loans and liquidity funds
in the period (£658k). With regards to the liquidity funds, two of the three funds held by the Company pay out
monthly interest, whereas the third fund has accumulating interest and is currently up 7.2% on cost.
24.36
8.50
5.05
20.97
8.29
4.58
0.27
0.39
£0.0m £5.0m £10.0m £15.0m £20.0m £25.0m £30.0m
VALUE
COST
VALUE
COST
VALUE
COST
EQUITY
LIQUIDITY
FUNDS LOAN
Cost and value per investment instrument
Value Cost Interest generated
7.97
11.47
4.38
1.73
8.11
13.35
7.52
0.43
£0.0m
£2.0m
£4.0m
£6.0m
£8.0m
£10.0m
£12.0m
£14.0m
Healthcare Technology Media & Entertainment Legacy
Industry split of investments by cost and value
Cost Market Value
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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.
Investment
Book
Cost
£’
000
Valuation
£’000
% of investment
portfolio
Top 10 Equity Investments
Brouhaha Entertainment Limited
1,081 2,031 5.4
Rotageek Limited
1,530 1,844
4.9
Oxford BioTherapeutics Limited
350 1,773
4.7
Home Team Content Limited
786 1,763
4.6
Riff Raff Entertainment Limited
874 1,693 4.5
WheelRight Limited
1,812 1,596
4.2
Optalitix Limited
1,065 1,399
3.7
Fiscaltec Group Limited
768 1,214
3.2
Thanksbox Limited
1,073 1,177 3.1
Quai Administration Services Limited
920 1,172
3.1
Other Quoted Investments
Acecor Therapeutics plc
833 596 1.6
C4X Discovery Holdings plc
598 279 0.7
Scancell Holdings plc
378 262
0.7
Destiny Pharma plc
500 250
0.6
Spectral AI inc
500 137 0.4
Other Unquoted Equity Investments
Wazoku Limited
720 1,162
3.1
MIP Diagnostics Limited
982 1,078
2.8
Maven Screen Media Limited
798 909 2.4
Tagomics Limited
909 909 2.4
Censo Biotechnologies Limited
1,051 909
2.4
Blu Wireless Technology Limited
800 855
2.3
eConsult Health Limited
750 750 2.0
Laverock Therapeutic Limited
744 744 2.0
Notify Technology Limited
628 731
1.9
16
*All individual investee companies with a market value of less than £0.15 million have been grouped together as “Other”
Calculus Capital Limited manages the portfolio of qualifying Investments made by the Company. To maintain its qualifying status as a
VCT, 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 31 March 2024, the qualifying percentage for the relevant funds was 83 per cent.
Investment Book Cost
(£,000)
Valuation
(£,000)
% of investment
portfolio
Wonderhood Limited
441 723 1.9
Arctic Shores Limited
610 610 1.6
Open Energy Market Limited
200 512
1.4
Hinterview Limited
800 474
1.2
Invizius Limited
375 428 1.1
IPV Limited
340 409 1.1
Raindog Films Limited
396 396
1.0
Evoterra Limited
1,215 256
0.7
Essentia Analytics Limited
200 200 0.5
Other*
518 170 0.4
Quoted Funds
Fidelity Sterling Liquidity Fund
2,883 3,091 8.2
Aberdeen Sterling Liquidity Fund
2,707 2,707 7.1
Goldman Sachs Liquidity Funds 2,705 2,705 7.1
Total Investments
33,840 37,914
100
17
Brouhaha Entertainment Limited (‘Brouhaha’)
Brouhaha Entertainment is an Anglo-Australian production company founded by experienced producers, Gaby Tana, Troy Lum and Andrew
Mason in 2021. The company made significant progress in the year to March 2024 despite the lengthy US writers and actors strikes which had
global ramifications for the industry.
The TV series Boy Swallows Universe was released worldwide on Netflix on 11 January 2024 and achieved a highest position of No. 2 in the
USA and the UK, No. 1 in Australia and was in the top 5 in 65 countries worldwide, outperforming even optimistic expectations. Firebrand, a
film with Jude Law and Alicia Vikander, premiered at the prestigious Cannes Film Festival in May 2023 and had a US premiere before a US
theatrical release in June 2024. The film has been acquired by Amazon Prime in the UK. Brouhaha is currently shooting a horror film, Dangerous
Animals, in Australia and Switzerland, a film with Helen Mirren, is scheduled to commence shooting later in 2024. Following the success of Boy
Swallows Universe. Motel Destino, a film shot in Brazil, was selected for the Official Competition at the Cannes Film Festival and premiered
there in May 2024 and four further TV series are in development with streamers.
Since launch, Brouhaha has shown itself to be able to develop innovative, commercially attractive content which spans multiple genres and formats
and the ability to physically produce film and TV content to a quality that can compete in international markets.
Market
Unquoted
Valuation Basis
DCF, Comparable companies and Precedent transactions
Equity Valuation (£m)
12.
6
18
Rotageek Limited (‘Rotageek’)
Rotageek is a data-driven workforce scheduling company focusing on retail and similar businesses.
Rotageek provides a workforce management solution, creating staff schedules using cloud-based technology to effectively manage and engage
staff. Rotageek’s proprietary solution assesses five years of historic business data before forecasting future customer demand to a 15-minute level,
by location, staff skill or product. The SaaS solution engages with the customer’s timesheet, leave management and payroll solutions, allowing
end-to-end optimisation. Evidence suggests that utilising Rotageek’s data-optimised staff schedules allows customers to reduce overtime spend,
reduce schedule-related administration, improve staff engagement and flexibility, and improve staff retention.
The company is led by the co-founder, and current CEO, Dr Chris McCullough, who spent 16 years in the NHS and 8 years as an Emergency
Medicine Physician at several London based hospitals, including St Mary’s Hospital. The difficulties of managing a shift-based, lean work force
provided Chris with the motivation to establish Rotageek, alongside co-founders Nick Mann and Professor Roy Pounder. The company has grown
significantly since its foundation and penetrated a number of new sectors, current customers include the NHS, McColl’s, Caffe Nero, Pret a
Manger and the RAC.
In 2023, the company had strong growth with ARR growing over 40% in a challenging market and the company is entering 2024 with a strong
pipeline. The company is considering its strategic options which, with continuing strong sales, could lead to a sale of the company in or around
2025.
Market Unquoted
Valuation Basis DCF, Comparable companies, Precedent transactions
Equity Valuation (£m) 19.7
19
Oxford Biotherapeutics Limited (‘OBT’)
OBT is a clinical stage oncology company focussed on first-in-class immune therapies. OBT’s research has a special emphasis on
patients with solid tumours which respond poorly to PD-1 inhibitors. Their clinical and pre-clinical pipeline of novel
immunotherapies is balanced between internal programs, focused on Antibody Drug Conjugates and checkpoint regulators, and
externally partnered programs with large pharma companies such as Boehringer Ingelheim (BI) and Immunogen (recently acquired
by AbbVie).
The company’s lead internal asset, OBT076, is currently in Phase 1b clinical development. It is an experimental treatment for
women with high-risk HER2 negative breast cancer, as well as other solid tumours including gastric, lung, bladder and ovarian
cancer. Two of the company’s partnered assets are currently in Phase 2 clinical trials.
OBT has performed well over the last 12 months, continuing the clinical development of OBT076 and deepening its relationship
with key partners. In May 2023 BI agreed a 2-year extension to their second multi-year collaboration agreement. We are very
pleased with the progress of the company over recent years and look forward to the future development of both the internal and
partnered programs.
Market
Unquoted
Valuation Basis
Net present value, DCF and
C
omparable companies
Equity Valuation (£m)
3
30
20
Home Team Content Limited (‘Home Team Content’)
Home Team Content is a UK based production company founded in April 2020 by experienced producers Dominic Buchanan and
Bennett McGhee. The company invested first in 2020 and invested a further tranche in 2021 following the achievement of agreed
milestones. The terms around the later tranche of investment were negotiated at the time of first investment. Drawing on Dominic’s
and Bennett’s experience and extensive relationships within the entertainment industry, at the heart of Home Team Content’s focus
is a commitment to nurturing and collaborating with aspiring writers and directors of colour and women filmmakers of any ethnicity.
Home Team Content signed a two-year ‘first look’ TV deal with Universal International Studios (UIS) in 2022. This has been
renewed for a third year. The company currently has TV projects in paid development with UIS, a feature film in paid development
with Netflix, a returnable TV series in paid development with BBC and a film backed by Film4. Founded on the principles of
creativity and diversity, Home Team Content is carving out a distinct niche for itself in the global entertainment industry with a
slate of thought-provoking film, TV drama series and film and TV documentaries, showcasing multiple black emerging writing and
directing talents which spans genres, formats and generations.
Market
Unquoted
Valuation Basis
DCF, Comparable
c
ompanies, Precedent
t
ransactions
Equity Valuation (£m)
9.
3
21
Riff Raff Entertainment Limited
Riff Raff Entertainment (“Riff Raff”) is a film and television production company co-founded by Jude Law and producer Ben
Jackson. Jude Law is known for his versatile performances in films such as The Talented Mr Ripley, Cold Mountain, The Holiday
and TV series such as The Young Pope. The company was established with a vision to develop and produce compelling film and
television projects. As a co-founder, Jude is actively involved in the creative process, collaborating with talented filmmakers and
writers to develop TV and film projects with strong narratives.
Riff Raff has made strong progress since receiving first investment from Calculus managed funds in 2022. Despite the US writers’
and actors’ strikes which had global ramifications, progress is ahead of plan. The most advanced projects include: Black Rabbit, a
major eight part TV series developed by Riff Raff and currently shooting in New York for Netflix with Jude Law, Jason Bateman
(Ozark) and Laura Linney and directed by Jason Bateman. Riff Raff has a 'First Look' TV deal with Newen, a subsidiary of TF1,
and is in paid development on a number of films and TV series. The Order, a film developed and written by Zach Baylin (King
Richard) was shot in 2023 before the US writers’ and actors’ strikes and is planned for global theatrical release later this year.
A number of other projects have been added to a strong and diverse slate and the company remains focused on developing and
acquiring new, original IP across diverse genres with broad, inspiring, and informative storylines, guided by Jude’s passion for
storytelling and commitment to entertaining drama.
Market
Unquoted
Valuation Basis
DCF, Comparable
c
ompanies, Precedent
t
ransactions
Equity Valuation (£m)
11.8
22
WheelRight Limited
WheelRight’s cutting-edge drive-through automated tyre safety check system uses advanced technologies and services to provide
a simple solution to the problems of performing tyre inspections and capturing tyre diagnostics. WheelRight installs its unique
ground-based sensors and high-resolution imaging equipment at customers’ premises, which then transmit scanned inputs to cloud-
based software after each drive-through to report the resultant statistics for management, assessment or enforcement purposes and
which ultimately result in improved road transport safety while reducing operating costs, energy consumption and environmental
waste.
While WheelRight continues to fulfil orders for US strategic investor, Snider Tire Inc, which has installed 21 systems to date across
their extensive customer base of leading US freight transportation and trucking companies, the near-term outlook for the rest of the
world sales opportunities and related traction is challenging as sales pipeline prospects remain subdued due to ongoing macro and
sectoral uncertainties, despite acknowledging the meaningful cost savings and safety benefits that the WheelRight technology would
deliver for their businesses.
Against this challenging backdrop, the company’s board and management team remain actively engaged with several prospective
purchasers as they look to realise a viable and lasting funding solution for the business that will enable it to provide a stable platform
for the continued growth of WheelRight, its employees and customers.
Market Unquoted
Valuation Basis Comparable companies and DCF
Equity Valuation (£m)* 0.0
*Please note, the Company still hold £1.6m of debt securities in WheelRight as seen on page 15. It is only the equity element of the company that has been written
off
23
Optalitix Limited (‘Optalitix’)
Optalitix offers a low-code SaaS product to insurers and financial institutions which allows business processes based on Excel to
be transformed into robust online systems. The company currently has three key products: Optalitix Models, Optalitix Quote and
Optalitix Originate.
Optalitix Models is a low-code platform that allows easy conversion of spreadsheets into scalable systems that can be accessed by
other systems. It offers features such as easy maintenance, model governance, and version control, making it a convenient solution
for both non-developers and developers looking to convert spreadsheets into functional systems. The platform is cloud-based,
scalable, and provides web pages and APIs for seamless integration with other systems.
Optalitix Quote is specifically designed for insurers which use spreadsheets for pricing and want to transition to the cloud. It
provides an end-to-end underwriting workflow, accelerating the quote issuance process and providing valuable data insights. The
solution also includes prebuilt connections to policy administration systems and quoting systems, making it a comprehensive digital
underwriting platform for insurers. Hosted in the cloud, Optalitix Quote ensures enterprise-grade security and robust infrastructure.
Optalitix Originate is substantially similar to Optalitix Quote, but is targeted at the specialist lending as opposed to the insurance
market.
These innovative products from Optalitix are transforming the insurance sector by streamlining and automating processes that were
previously manual and lacked proper governance. By saving companies significant time in system development and data processing,
while also providing an audit trail to enhance governance, Optalitix is helping insurers optimise their operations and improve
efficiency. Optalitix has a strong customer base in the UK and internationally, including notable insurance names such as Vitality
Health, Dale Underwriting Partners, GoCompare and Lloyd's of London and specialist lending names such as United Trust Bank,
Bellerive and Avamore Capital.
In August 2022, Calculus Capital Limited led a £4.0m equity round into Optalitix. Calculus VCT invested £1.1m and the Calculus
EIS funds invested £1.4m as part of the capital raise. On the back of the strengthened product, Optalitix had good growth in H2
2023 which has continued into Q1 2024. It is likely that the company will use the sales growth to launch a further funding round
in 2024.
Market Unquoted
Valuation Basis DCF, Comparable companies, Precedent transactions
Equity Valuation (£m) 15
24
Fiscal Technologies 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. The ongoing reporting element delivers detailed insight and flags unusual or high-risk payments before
each payments run is released. These unusual outgoings include duplicates, fraudulent and erroneous payments.
Fiscaltec targets companies and organisations who typically have more than £100m in annual revenues, current customers
including BAE Systems, Kent County Council, KFC and Mitchells & Butler.
In the 12 months to November 2023 Fiscaltec’s revenues grew by 13%. This was an encouraging performance following a
challenging period following the Covid pandemic. The company has now achieved a size where it will be able to grow
without the need for further external capital. Fiscaltec is working hard to develop its sales team and go-to-market strategy
with accelerating the rate of “new-logo” wins which should drive faster growth in future periods.
Market Unquoted
Valuation Basis Net present value, DCF and Comparable companies
Equity Valuation (£m) 38.6
25
Thanksbox Limited (“Mo’”)
Thanksbox’s core software product, “Moments” helps organisations improve their culture and employee
engagement.
Thanksbox Limited, trading as “Mo”, provides a software platform which helps organisations improve their culture, connect
their people, and improve employee engagement. Mo’s core product, “Moments”, captures moments of appreciation,
recognition, inspiration, and success, and helps build connections between colleagues. The company’s product suite provides
detailed analysis and reporting capabilities, allowing HR and management teams to make positive changes.
The company’s platform became particularly relevant during the pandemic when many businesses needed to build a new way
of hybrid working, one in which driving positive employee engagement was increasingly challenging. Mo helped a number
of its customers to navigate that difficult time and has become a trusted partner to leading organisations such as the NHS,
William Hill, and SHL, among others, to foster a positive workplace culture and improve employee engagement. Whilst the
recruitment challenges of 2022 are no longer relevant, employee engagement remains critical in many organisations’ HR
plans.
During 2023, Mo began to show growth, reaching in excess of £1m contracted ARR in September 2023, notwithstanding
working with very limited capital. Accordingly, in January 2024, Calculus Capital Limited led a further £1.6 million round
into Mo to drive further growth, both through direct sales and through two major partnerships which each have the potential
to grow the company dramatically.
Market Unquoted
Valuation Basis DCF, Comparable companies, Precedent transactions
Equity Valuation (£m) 7.3
26
Quai Administration Services Limited
Quai provides platform technology combined with back-office administration services for the high-volume personal savings
industry. Quai’s platform allows it to administer many thousands of individual savings plans at a fraction of the cost incurred
by established insurance companies and wealth managers.
In late 2021, Quai became authorised by the Financial Conduct Authority. This was a major milestone in the company’s
development as it allowed Quai to offer a more complete service to its customers and to generate greater revenues from
existing contracts. Since becoming authorised, Quai has enjoyed a considerable increase in demand for its platform and
services. Revenues in the year to October 2023 grew by over 40% compared to the prior year and growth of a similar level is
expected in the year to October 2024. Supported by this increased level of sales, the company expects to be profitable for the
year to October 2024.
Market
Unquoted
Valuation Basis
Comparable companies,
P
recedent transactions and DCF
Equity Valuation (£m)
15.0
27
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 Board and its Investment 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 rated)/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 period-end there were no borrowings.
Long-Term Viability
In assessing the long-term viability of the Company, the Directors have 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 if tax relief is to be retained. The Board’s strategic review considers the Company’s income and expenses,
dividend policy, liquid investments and ability to make realisations of qualifying investments. 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 38 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 pages 29 to 31.
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.
28
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 rated)/A3 (Moody’s rated).
VCT Regulation
The Company’s Investment Manager’s investment policy is designed to ensure that it will meet, and continue to meet, the requirements
for approved VCT status from HM Revenue & Customs (HMRC). 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 exceed a commercial rate of return, which in
most cases HMRC interprets as a 10% return per annum over a five year period.
Key Strategic Issues Considered During the Period
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 net assets
• Total return per share
• Net asset value per share
• Total cost of investments made in the period
• 5 year total return
• Funds raised in the period
• Dividends paid
• Dividend yield
• Shares bought back in the period
• Portfolio diversification (number of portfolio companies held)
The financial highlights of the Company can be found on page 4 of the Annual 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 Investment 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 internal activity of the Company,
which delegates operations to external providers.
29
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 15 of the Accounts.
The Board has also identified the following additional risks and uncertainties:
Risk Possible Consequence Risk assessment during
the year
Risk management
Investment, performance
and valuation risk
The risk of investment in
poor quality businesses,
which could reduce the
returns to shareholders and
could negatively impact the
Company’s current and
future valuations. By
nature, smaller unquoted
businesses, such as those
that qualify for Venture
Capital Trust purposes, are
more volatile than larger,
long established businesses.
The Company’s investment
valuation methodology is
reliant on the accuracy and
completeness of
information that is issued by
portfolio companies. In
particular, the Directors
may not be aware of or take
into account certain events
or circumstances which
occur after the information
issued by such companies is
reported.
Increased in the year due to
the heightened economic
and geopolitical issues.
To reduce this risk, the
Board places reliance upon
the skills and expertise of
the Manager and their track
record over many years of
making successful
investments in this segment
of the market. In addition,
the Manager operates a
formal and structured
investment appraisal and
review process, which
includes an Investment
Committee for all
investments.
Investments are actively
and regularly monitored by
the Manager (investment
directors normally sit on
portfolio company boards),
including the level of
diversification in the
portfolio, and the Board
receives detailed reports on
each investment as part of
the Manager’s report at
quarterly board meetings.
The Board and Manager
regularly review the
deployment of investments
and cash resources
available to the Company in
assessing liquidity required
for servicing the
Company’s buy-backs,
dividend payments and
operational expenses.
The unquoted investments
held by the Company are
designated at fair value
through profit or loss and
valued in accordance with
the International Private
Equity and Venture Capital
Valuation Guidelines
updated in 2018. These
guidelines set out
recommendations, intended
to represent current best
practice on the valuation of
venture capital investments.
The valuation takes into
30
account all known material
facts up to the date of
approval of the Financial
Statements by the Board.
VCT approval risk The Company must comply
with section 274 of the
Income Tax Act 2007
which enables its investors
to take advantage of tax
relief on their investment
and on future returns.
Breach of any of the rules
enabling the Company to
hold VCT status could
result in the loss of that
status.
No change in the year. To reduce this risk, the
Board has appointed the
Manager, which has a team
with significant experience
in Venture Capital Trust
management, used to
operating within the
requirements of the Venture
Capital Trust legislation.
Each investment in a new
portfolio company is also
precleared with our
professional advisers or
H.M. Revenue & Customs.
The Company monitors
closely the extent of
qualifying holdings and
addresses this as required.
Regulatory and Compliance
risk
The Company is listed on
The London Stock
Exchange and is required to
comply with the rules of the
Financial Conduct
Authority, as well as with
the Companies Act,
Accounting Standards and
other legislation. Failure to
comply with these
regulations could result in a
delisting of the Company’s
shares, or other penalties
under the Companies Act or
from financial reporting
oversight bodies.
No changes in the year. Board members and the
Manager have experience
of operating at senior levels
within or advising quoted
companies. The Board and
the Manager receive regular
updates on new regulations
from its auditor, lawyers
and other professional
bodies. The Manager
monitors VCT regulation
and presents its findings to
the Board on a quarterly
basis.
Operational and internal
control risk (including
cyber and data security
risk)
The Company relies on a
number of third parties, in
particular the Manager, for
the provision of investment
management and
administrative functions.
Failures in key systems and
controls within the
Manager’s business could
put assets of the Company
at risk or result in reduced
or inaccurate information
being passed to the Board
or to shareholders.
No changes in the year. The Company and its
operations are subject to a
series of rigorous internal
controls and review
procedures exercised
throughout the year. The
Board receives reports from
the Manager on its internal
controls and risk
management, including on
matters relating to cyber
security. .
In addition, the Board
annually reviews the
performance of its key
service providers,
particularly the Manager, to
ensure they continue to
have the necessary
expertise and resources to
deliver the Company’s
investment objective and
policy.
31
Economic, political and
social risk
Changes in economic
conditions, including, for
example, interest rates,
rates of inflation, industry
conditions, competition,
geopolitical conflicts, and
other factors could
substantially and adversely
affect the Company’s
prospects in a number of
ways. This also includes
risks of social upheaval,
including from infection
and population re-
distribution, as well as
economic risk challenges as
a result of healthcare
pandemics/infection as we
have seen in recent years.
Increased in the year due to
higher levels of inflation
and interest rates and the
geopolitical risks from the
Ukraine-Russia conflict.
The Company invests in a
diversified portfolio of
companies across a number
of industry sectors and in
addition often invests in a
mixture of instruments in
portfolio companies. At any
given time, the Company
has sufficient cash
resources to meet its
operating requirements,
including share buy-backs
and follow-on investments.
In common with most
commercial operations,
exogenous risks over which
the Company has no control
are always a risk and the
Company does what it can
to address these risks where
possible, not least as the
nature of the investments
the Company makes are
long term. The Board and
Manager are continuously
assessing the resilience of
the portfolio, the Company
and its operations and the
robustness of the
Company’s external agents,
as well as considering
longer term impacts on how
the Company might be
positioned in how it invests
and operates. Ensuring
liquidity in the portfolio to
cope with exigent and
unexpected pressures on the
finances of the portfolio and
the Company is an
important part of the risk
mitigation in these
uncertain times.
Liquidity risk The Company may not have
sufficient cash available to
meet its financial
obligations. The
Company’s portfolio is
primarily in smaller
unquoted companies, which
are inherently illiquid as
there is no readily available
market, and thus it may be
difficult to realise their fair
value at short notice.
No changes in the year. To reduce this risk, the
Board reviews reports and
discusses with the Manager
on a quarterly basis. These
include potential
investment realisations
(which are closely
monitored by the Manager),
dividend payments and
operational expenditure.
This ensures that there are
sufficient cash resources
available for the
Company’s liabilities as
they fall due.
32
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 to 10 per cent of
the qualifying portfolio respectively at the time of investment.
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 Investment 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. The Board has reviewed the policies of the Manager and is
confident that these are appropriate.
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
11 July 2024
33
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 Investment
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 Calculus
Capital’s website. Calculus Capital Limited 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 period, 2.95 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. During the period, 2,015,317 shares were bought back for cancellation.
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
Investment 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
Investment Manager in addition to regular ad hoc updates and portfolio news. The Investment Manager attends every board meeting and
the CEO of the Investment 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 Investment Manager’s fee annually.
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 on page 27 of the Annual Report, incorporates considerations for
ensuring alignment with the objectives agreed with the Investment Manager and portfolio companies. Calculus Capital Limited as
Investment Manager is the main point of contact for investee companies and the Board ensures it receives updates on the entire portfolio
quarterly. Further support was provided to some portfolio companies through follow-on investments. The Investment 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 seeks to drive economic growth through innovation, entrepreneurship and employment benefiting both the
economy and community wellbeing. Management incorporates consideration of social, environmental and governance issues in making
investment decisions. Investments in life sciences companies like Arecor plc and Spectral AI, all have the core mission to contribute to
people’s lives in the development of new treatment in areas of high unmet needs. Arecor is focused on developing superior
biopharmaceutical products to enable patients to live healthier lives. While Spectral AI plc is focused on medical diagnostics for faster
and more accurate treatment decisions in wound care. Similarly, Censo Biotechnology Limited has promoted animal free testing
through human iPSCs for drug discovery. Within the technology sector, Arctic Shores Limited is helping employers build diversity into
their recruitment processes and Wazoku is another example using innovative software to assist businesses looking to meet the global
sustainability challenge. Similarly, Notify Technologies Limited is supporting organisations in managing safety, health, environment
and quality compliance with their innovative software solution. Within the media industry, Home Team Content is committed to
improving the representation of people of colour within the industry.
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.
34
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 specialising 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 25 years in private equity and asset management in both investment and operational roles. Latterly, Janine
has held Chief Operating Officer roles at Snowball Impact Management Limited, GHO Capital and Hermes GPE, where she shaped
the governance, risk and operating strategies that underpinned a number of successful fundraisings from institutional investors. Before
turning to operations, she spent more than ten years in investment roles, including as Head of Private Equity for The Pearl Group.
Janine qualified as a Chartered Accountant with Price Waterhouse and holds a Masters in Business Administration (MBA) from
INSEAD, a BSc(Econ) from the London School of Economics and the Investment Management Certificate. She is a non-executive
director of ICG Enterprise Trust plc, a FTSE 250 listed investment company.
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. 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. 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.
Hemant Mardia*
Hemant is a technology entrepreneur with a leadership track record of successfully developing ground-breaking products and scaling
innovative businesses internationally with tier one customers. Hemant has over thirty-five years experience ranging across telecoms,
biometrics, quantum, cybersecurity, and semiconductor industries. Hemant graduated in Electrical and Electronic Engineering from
Leeds University and gained his PhD from Leeds University. Hemant is Fellow of the Institute of Engineering and Technology (IET) and
Fellow of the SCTE (Society of Cable Telecommunications Engineers).
Hemant is on the Board of several companies including Chairman at Nu Quantum Limited and Blu Wireless Limited, Non Executive
Director of Binarii Labs and prior to that CEO of public listed technology companies including IDEX ASA (Oslo Bors) and Filtronic Plc
(UK FTSE) and has founded and scaled three technology businesses.
Hemant joined the Calculus VCT Board in February 2024.
*independent of the Manager
35
The Manager
Calculus Capital Limited (“Calculus Capital”) is appointed as Manager to the Company and provides secretarial, administration and
custodian services to the Company.
Calculus Capital is a pioneer of tax efficient investing having launched the UK’s first HMRC-approved Enterprise Investment Scheme
(EIS) Fund in 1999. Calculus targets companies across the fastest-growing sectors in the UK – technology, healthcare and the creative
industry. Across all sectors, there are common themes - exceptional management teams, scalable companies which have developed
traction in the market and have defensible intellectual property and considerable growth potential.
Over the past 25 years, Calculus Capital’s experienced team have built a strong reputation for delivering profitable portfolio company
exits. 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 34.
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.
Julie Ngo, Chief Operating Officer
Prior to joining Calculus Capital, Julie was for seven years Head of Compliance and Finance at Neuron Advisers, a hedge fund
manager. At Neuron Advisers, she had responsibility for all financial and regulatory activities of the business. Amongst her
achievements, she was instrumental in structuring and launching a new macro systematic fund and had responsibility for liquidating
another. Julie also set up a new management reporting system, managed restructuring of the group due to regulatory (AIFMD)
changes, project managed the AIFMD transition (including application for variation of FCA permission) and registration with
NFA/CFTC authorities. Julie qualified as a Chartered Certified accountant with PwC and is a CFA charter holder. She holds a
Bachelor of Economics from Hanoi Finance Academy and an MBA from Oxford University.
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 specialised 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.
36
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 African 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.
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’ 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.
Elizabeth Klein, Investment Director
Elizabeth joined Calculus Capital in 2022 and has over 20 years’ experience in Life Science investing. Elizabeth joined Calculus
from Klein-Edmonds Associates, which she founded in 2015 to support and advise stakeholders in the UK’s Life Sciences industry.
Her career spans equity research and investment analysis, and her client base included – amongst others – Radnor Capital Partners,
Grant Thornton, and the Bio-Industry Association. She has a BSc in Applied Biology, an MA in History of Medicine and an MBA.
Elizabeth’s role is to source and execute new deals, as well as advising a number of Calculus Capital’s portfolio companies.
37
Directors’ Report
Corporate Governance
The Corporate Governance report on pages 42 to 45 forms part of the Directors’ report.
Directors
Jan Ward
Janine Nicholls
John Glencross
Hemant Mardia (appointed 22 February 2024)
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 42 of the Annual Report. 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 46 of the Annual Report. The Audit Committee meets at least twice a year
and comprises all three independent non-executive Directors. In the period to 31 March 2024, all but one formal Board and Audit
Committee meetings were attended by all Directors.
Biographical notes of the Directors are given on page 34.
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.
Jan Ward and Janine Nicholls were elected at the last Annual General Meeting and will stand for re-election at the upcoming Annual
General Meeting.
Clare Olsen was elected at the last Annual General Meeting however resigned in December 2023.
Hemant Mardia was appointed in February 2024 and will stand for appointment for the first time at the upcoming Annual General
Meeting.
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 43 of the Annual Report.
The Board accordingly recommends that John Glencross, Jan Ward and Janine Nicholls be re-elected, and that Hemant Mardia be 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 period.
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 Annual Report.
Directors’ fees
A report on Directors’ remuneration is set out on pages 48 to 51 of the Annual Report.
Directors’ and Officers’ liability insurance
Directors’ and Officers’ liability insurance cover is provided at the expense of the Company.
38
Share Capital
The capital structure of the Company and movements during the period are set out in note 12 of the Annual Report. At the period end,
no shares were held in Treasury. During the period, the following changes to the Company’s share capital have taken place:
Since the period end, a further 5,257,265 new Ordinary shares have been issued pursuant to an offer for subscription and 833,854 shares
have been bought back for cancellation.
Substantial Shareholdings
As at 31 March 2024, 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 £18,000 per annum (VAT inclusive where applicable) for the provision of company
secretarial services.
For the period to 31 March 2024 Calculus Capital Limited charged £697,847 in management fees, £19,500 (VAT inclusive) in company
secretarial fees, and did not contribute to the expenses of the Company (2023: charged £564,449 in management fees, £18,000 in
company secretarial fees and did not contribute to the expenses of the Company).
Performance Fees
On 21 August 2023, a performance incentive agreement between the Company and Calculus Capital was approved by Shareholders
under which performance incentive fees are payable to Calculus Capital equal to 20% of excess realised gains (less previous performance
incentive payments made) in the event that certain performance hurdles are achieved.
Excess gains are calculated simply by subtracting realised losses made on the disposal or write off of investments by the Company
from realised gains made on the disposal of investments by the Company. The performance hurdles are as follows:
1. The Company’s cumulative realised investment gains are greater than its cumulative realised investment losses since inception.
2. The total return to shareholders, made up of NAV per share and dividends per share paid (the "Total Return") is positive over a
rolling five-year performance period.
3. The total return for the year preceding any payment has increased by at least 4.5% from the NAV per share at the end of the previous
year.
Date Description No. of Shares
1 March 2023 Total shares brought forward 52,296,457
8 March 2023 Share buyback and cancellation (334,652)
15 March 2023 Issue of new ordinary shares 3,893,788
5 April 2023 Issue of new ordinary shares 2,823,224
21 July 2023 Issue of new ordinary shares 1,960,826
25 August 2023 Issue of new ordinary shares 1,093,923
7 September 2023 Share buyback and cancellation (1,124,473)
15 December 2023 Issue of new ordinary shares 2,439,629
10 January 2024 Share buyback and cancellation (556,192)
15 February 2024 Issue of new ordinary shares 948,859
31 March 2024 Total shares in issue 63,441,389
39
All three hurdles need to be met for a performance fee to become payable to Calculus Capital.
The Board has recognised that the existing performance incentive arrangement could be further improved in relation to incentivising
Calculus Capital Limited to attract and retain the talent necessary to drive value growth for Shareholders. Accordingly, a separate circular
will be sent to Shareholders to seek their approval at the Annual General Meeting on 22 August 2024 for the entry into a new performance
fee incentive and acceptance of the Co-investment Syndicate alongside the Company’s investments where possible. Additional details
are provided in the circular but salient features are:
1. that the quantum of Calculus Capital's entitlement to a performance fee in respect of excess realised gains be reduced from 20%
to 10%; and
2. that a co-investment syndicate (“Syndicate”) structure be put in place to facilitate the individual members of Calculus Capital
investment team and other key members of its staff ("Syndicate Members") putting their own money into each investment that
the Company makes, with Syndicate Members receiving a junior class of shares to those received by the.
As at 31 March 2024, the third hurdle was not met thus no performance fee is payable to the Investment Manager. As set out in Note 18
the total realised gains being carried forward as at 31 March 2024 is £346,317. If the current hurdles are met, under the existing
performance incentive agreement, £69,263 would be payable to the Investment Manager. Under the new, proposed performance
incentive agreement, £34,632 would be payable to the Investment Manager.
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 15 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. 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 22 August 2024 can be found on pages
79 to 82.
The resolutions are as follows:
• To receive and adopt the Strategic Report, Directors’ Report and Auditors’ Report and the audited Accounts for the period ended
31 March 2024 (Resolution 1).
• To receive and approve the Directors’ Remuneration Report for the period ended 31 March 2024 (Resolution 2)
• To approve the Directors’ Remuneration Policy (Resolution 3).
• To approve the payment of a final dividend of 2.77 pence per Ordinary Share (Resolution 4).
• To re-elect John Glencross as a Director of the Company (Resolution 5).
40
• 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 elect Hemant Mardia as a Director of the Company (Resolution 8).
• To appoint Moore Kingston Smith 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 amend the rate of the performance incentive fee charged by the Manager to 10% and introduce the co-investment
syndicate structure to the Manager (Resolution 12)
• To disapply pre-emption rights (Resolution 13).
• To give the Directors authority to purchase shares (Resolution 14).
• To authorise the Company to hold general meetings on 14 clear days’ notice (Resolution 15).
• To cancel the share premium account and the capital redemption reserve (Resolution 16).
Resolutions 1 to 12 will be proposed as ordinary resolutions and resolutions 13 to 16 will be proposed as special resolutions. Further
explanation of the special resolutions is given below. Resolution 13 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 August 2025).
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 14 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 14 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 15 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 15 will reduce
the necessary notice period. The authority will be effective until the conclusion of the next Annual General Meeting.
Resolution 16 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 Period End
Other than as mentioned above on page 7, there have been no other developments since the period end.
Statement of Disclosure to the Auditor
On 21 September 2023, the Company announced Moore Kingston Smith LLP as its new independent auditor with immediate effect,
following the resignation of the Company's previous auditor, BDO LLP. In accordance with Section 519 of the Companies Act 2006,
BDO LLP has deposited with the Company a statement confirming that there are no matters to be brought to the attention of the
Company's Members or Creditors.
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
41
(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
11 July 2024
42
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. This Code is in place to provide boards of AIC member companies with a framework of best practice in respect of
the governance of investment companies.
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, no separate Management Engagement Committee has been established 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 of four non-executive Directors, details of each can be found on page 34 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.
43
Directors’ attendance at formal meetings during the period was as follows:
Scheduled Board Meetings
Audit Committee Meetings
Number
entitled
to attend
Number
attended
Number
entitled
to attend
Number
attended
Janine Nicholls
4
4
2
2
John Glencross
4
4
-
-
Hemant Mardia
-
-
-
-
Jan Ward
4
3
2
1
Claire Olsen
3
3
2
2
In accordance with the 2019 AIC Code, each year a formal performance evaluation of the Board as a whole and its Committees is
undertaken each year. 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 the following Calculus VCT investee companies; Maven Screen Media Limited, RiffRaff Entertainment Limited, Raindog
Films Limited, Brouhaha Entertainment Limited, Home Team Content Limited and Wonderhood Studios Limited.
Jan Ward had been the Chairman of AnTech Limited (“AnTech”), in which the Company is invested. AnTech is not considered as a
material investment within the portfolio. Jan Ward’s position as AnTech’s Chairman does not have a significant impact to neither the
AnTech investment nor the investment portfolio as a whole. Jan Ward resigned as a Director of AnTech Limited on 22 May 2023.
This was not perceived to represent a conflict with Ms Ward’s position as a Director of the Company. The Board accordingly
determined
that she was independent throughout the period.
Hemant Mardia currently serves as the Chairman of Blu Wireless Technology Limited, in which the Company is invested. Hemant
Mardia’s position on the board of Blu Wireless does not have a significant conflict to either Blu Wireless nor the Company, thus the
Board of the Company deem Hemant Mardia to be independent.
Nomination and Remuneration Committees
Due to the size of the Company, 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 period ended 31
March 2024, as disclosed on page 49 of the annual report. The resolution to approve the Directors’ Remuneration Report was passed at
the 2023 AGM by over 93 per cent of votes cast. Please refer to page 50 of the Annual Report for a comparison of total remuneration of
Directors against dividends paid out in the period.
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.
44
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 38 of the Annual Report, on 31 March 2024 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 of 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.
The principal responsibilities of the Audit Committee include monitoring the integrity of the Annual Report 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 46 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 39 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
45
The PIRC policy which was introduced in 2021 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 Annual Report for the period to 31 March 2024. This process, together with key procedures
established with a view to providing effective financial control, was in place throughout the period 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.
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. 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 Annual Report for the period to 31 March 2024 sets out the business of the meeting.
In accordance with the UK Stewardship 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 accessible via Zoom. More information will be shared regarding the format of the AGM on the Company’s website
https://calculuscapital.com/vct-annual-general-meeting-2024/. Shareholders will have the ability to vote by proxy and return proxy forms
either electronically or in the post.
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, https://calculuscapital.com/investment-
opportunities/calculus-vct/investor-information/. The net asset value of the Company is released at least quarterly to the London Stock
Exchange.
46
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 period. 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 Period
The Committee met twice during the financial period to consider the interim results and annual report, review the principal risks faced
and the internal control systems. A third meeting was held 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 from page 29.
The Committee worked closely with the Manager to ensure VCT qualifying status was maintained. At 31 March 2024, 83 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 money market funds.
Significant Matters
The significant issues considered by the Committee are set out below.
Valuations
During the period, 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 pages 64 and 65.
The Manager and the Board consider that the investment valuations are consistent and appropriate.
47
Long-term viability statement
In accordance with principle 21 of the AIC Code of Corporate Governance (2019), the Directors have assessed the prospects of the
Company over the five-year period to 31 March 2029. 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.
Recession
A new risk was noted given the current economic environment which has been characterised by a lack of consumer certainty and
high and rising prices. It was noted that the pricing of technology businesses might be affected but that the current climate would not
make an investment fail if it would otherwise have succeeded. The Committee concluded that a new risk should not be added to the
register however this will be monitored closely going forwards.
Engagement of the auditor
On 21 September 2023, the Company announced Moore Kingston Smith (MKS) LLP as its new independent auditor with immediate
effect, following the resignation of the Company's previous auditor, BDO LLP.
The Committee reviewed the Audit Plan and fees presented by MKS LLP. MKS LLP has charged £72,500 for the audit fee (2023:
BDO LLP charged £76,875). MKS LLP performed no other non-audit services during the period.
Auditor evaluation
MKS LLP have much experience in the VCT sector and the Board are satisfied that MKS LLP has carried out its duties as auditor in
a diligent and professional manner.
Janine Nicholls
Chairman of the Audit Committee
11 July 2024
48
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, MKS, 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 53 to 58.
Statement from the Chairman
I am pleased to present the Directors’ Remuneration Report for the period ended 31 March 2024.
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 period to 31 March 2024, 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. The fees were increased on 1
March 2024 to bring remuneration in line with the rest of the market. The fees have been increased to £26,000 per annum for the Chairman,
£24,000 for Chair of the Audit Committee and £22,000 per annum for other Directors.
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 companies, like the 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.
40
60
80
100
120
140
160
180
200
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Shareholder Return (pence)
Shareholder Return Since Launch Compared to FTSE AIM All Share Index
Calculus VCT plc
Old Ordinary
shares
Calculus VCT plc
C shares
Calculus VCT plc
New Ords/D
shares
FTSE AIM All
Share Index TR
49
Directors’ Emoluments for the period ended 31 March 2024
The Directors who served in the period received the following emoluments in the form of fees:
Director fees (audited)
Period to
Year to
31 Mar 24
28 Feb 23
£’000
£’000
John Glencross
- -
Janine Nicholls
22 20
Clare Olsen
15
18
Jan Ward
26 24
Hemant Mardia
3 -
Total 66
62
Percentage increase in director’s fees
Period to Year to Year to
31 Mar 24 28 Feb 23 28 Feb 22
John Glencross
-
- -
Janine Nicholls
10% 0% 0%
Hemant Mardia
- 0% 0%
Jan Ward
8% 0% 0%
Clare Olsen
- 0% 0%
Prior to 1 March 2024, the Directors’ fees had not been increased since 2019. Following a review of the competitor landscape and
levels of inflation since 2019, the Directors’ fees were increased accordingly. 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 and Pension Benefits
The Directors who served during the period received no taxable or pension benefits during the period.
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:
31 March 2024 28 February 2023 31 March 2024
28 February 2023
Director
Jan Ward 7,077 7,077 0% 0%
John Glencross 76,640 76,640 0% 0%
Hemant Mardia - - 0% 0%
Janine Nicholls 22,566 22,566 0% 0%
50
Relative Importance of Spend on Pay
2024
£’000
2023
£’000
Change
Total dividends paid in the period/year 1,789 1,498 19.4
Total remuneration paid to Directors 66 62 6.5
Voting
The Directors’ Remuneration Report for the year ended 28 February 2023 was approved by shareholders at the Annual General
Meeting held on 21 August 2023. The votes cast by proxy were as follows:
Directors’ Remuneration Report
Number of Votes % of Votes Cast
For 2,918,277 89.3
Against 225,738 0.7
At Chairman’s discretion 123,813 0.4
Total votes cast 3,267,828 100.0
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
£1,600,000.00
£1,800,000.00
£2,000,000.00
2024 2023
Relative Importance of Spend on Pay
Total dividends paid in the year Total remuneration paid to Directors
51
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 50% 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.
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 90 per cent of votes cast at the Annual General Meeting in 2023. The proxy votes received on this resolution were
2,831,205 in favour and 298,887 against, 123,813 at the Chairman’s discretion and no votes withheld. 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 42. 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 11 July 2024.
On behalf of the Board
Jan Ward Chairman
11 July 2024
Expected Fees for
Year to 31 March 2025
£
Paid Fees for
Period to 31 March
2024
£
Chairman basic fee
26,000 26,167
Audit Chair fee
24,000 22,000
Non-executive Director basic fee
22,000 17,341
Total aggregate annual fees that can be
paid
100,000 100,000
52
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
and the Directors’ Remuneration Report 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 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
11 July 2024
53
Independent Auditor’s Report to the Members of Calculus VCT
plc
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CALCULUS VCT plc
Opinion
We have audited the financial statements of Calculus VCT plc (the “Company”) for the period ended 31 March 2024 which comprise the
Income Statement, The Statement of Changes in Equity, the Statement of Financial Position, the Statement of Cashflows and notes to the
financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation
is applicable law and United Kingdom Accounting Standards, including FRS 102 ‘The Financial Reporting Standard Applicable in the UK
and Republic of Ireland’ (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the Company’s affairs as at 31 March 2024 and of its loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the audit of the financial statements section of our report.
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in
the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Our approach to the audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In
particular, we considered Directors’ subjective judgements, for example in respect of significant accounting estimates that involved making
assumptions and considering future events that are inherently uncertain.
We tailored the scope of our audit to ensure that we performed sufficient work to be able to provide an opinion on the financial statements
as a whole, taking into account our understanding of the structure of the Company, its activities, the accounting processes and controls, and
the industry in which it operates. Our planned audit testing was directed accordingly and was focused on areas where we assessed there to be
the highest risk of material misstatement.
The audit team met and communicated regularly throughout the audit with the Audit Committee and the Investment Manager in order to
ensure we had a good understanding of the business of the Company. During the audit, we re-assessed and re-evaluated the audit risks and
tailored our approach accordingly.
Our audit testing included substantive testing on significant transactions, account balances and disclosures, the extent of which was based on
various factors such as our overall assessment of the control environment, the design effectiveness of controls and the management of specific
risk. While all audit work was primarily carried out by the audit team, we also involved our internal valuation experts to review the valuation
of Level 3 unquoted investments. We conducted our audit using information maintained and provided by Calculus Capital Limited (the
“Investment Manager”) to whom the Company has delegated the provision of services.
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.
We communicated with those charged with governance regarding, among other matters, the planned scope and timing of the audit and
significant findings, including any significant deficiencies in internal control that we identified during the audit.
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) 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. This is not a complete list of all risks identified during our audit.
We have determined the matters described below to be the key audit matters to be communicated in our audit report.
54
Key Audit Matters How our scope addressed this matter
Unquoted Investments – note 9 - £27,887k (2023: £22,387k)
The entity holds investments in unquoted shares and loan stock,
whose valuation relies on estimation, posing a risk of material
misstatement in the financial statements.
Valuation Methodology:
There is a risk that the Investment Manager may apply an
inappropriate valuation methodology when valuing unquoted
investments at period-end. This could result in a misstatement of
the investments' fair value in the financial statements.
Judgemental Inputs:
The potential exists for the investments to be inappropriately
valued at the balance sheet date due to manipulation of
judgemental inputs. This risk arises from the subjective nature of
certain valuation inputs, which may be susceptible to
manipulation to achieve desired outcomes.
Management Override:
An inherent risk of management override exists in the valuation
process. The unquoted investment valuations are prepared by the
Investment Manager, who is remunerated based on the net asset
value of the Company. This creates a potential conflict of interest,
as there may be incentives for the Investment Manager to
manipulate valuations to enhance their compensation or to meet
performance targets.
For all investments in our sample, our audit procedures included
the following:
• 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 standard.
• Recalculated the value attributable to the Company,
considering the application of enterprise value across
the capital structures of the investee companies.
• Engaged the expertise of our valuations expert to assist
in the assessment of fair values for Level 3 investments
within the VCT's portfolio.
For investments sampled that were valued using less subjective
valuation techniques (e.g., price of recent investment reviewed for
changes in fair value), the following was performed:
• Verified the cost or price of recent investment with
supporting documentation.
• Considered whether the investment was an arm's length
transaction by reviewing the parties involved and
checking for existing investors of the investee company.
• Assessed indications that the price of recent investment
might no longer be representative of fair value,
considering factors such as the current performance of
the investee company and the milestones and
assumptions set out in the investment proposal.
• Assessed whether the price of recent investment is
supported by alternative valuation techniques.
For investments sampled that were valued using more subjective
techniques (e.g., earnings multiples, revenue multiples, and
discounted cash flow forecasts), our audit procedures included:
• Challenged and corroborated the inputs to the valuation
with reference to management information of investee
companies and the subsequent investment managers
adjustments to that data, market data, and our own
understanding, and assessing the impact of estimation
uncertainty of these assumptions.
• Reviewed historical financial statements and 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.
• 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, considering the
individual performance of investee companies against
plan and relative to the peer group, market, and sector.
• Where appropriate, we performed a sensitivity analysis
by developing our own point estimate where we
considered that alternative input assumptions could
reasonably had been used, and assessed the overall
impact of such sensitivities on the portfolio of
investments to determine whether the valuations as a
whole were reasonable and free from bias.
Key observations:
Based on our audit procedures across sampled investments, we
have confirmed the appropriateness and accuracy of valuation
methodologies applied, ensuring compliance with International
Private Equity and Venture Capital Valuation (IPEV) Guidelines
and relevant accounting standards. Our assessments included
challenges and validations of both less subjective and more
subjective valuation techniques, ultimately confirming the
55
reliability and fairness of the reported investment valuations.
Non-compliance with laws and regulations
As the Company is both listed on the London Stock Exchange and
a VCT there are additional laws and regulations which it must
follow. A potential breach of the listing rules and VCT regulations
may lead to the entity losing its VCT status and its associated tax
benefits.
Our audit work included, but was not restricted to:
• Obtained and reviewed the PwC's report, (the
Company’s compliance advisers) on VCT compliance.
• Reviewed the design and implementation of controls
around the ongoing internal assessment and monitoring
of VCT compliance of the VCT.
• Obtained an understanding of the processes adopted and
evidence the work completed by the Investment
Manager on documenting compliance with the key VCT
rules and management’s review of this on a regular
basis.
• Tested the twelve conditions for maintaining approval
as a VCT as set out by HMRC and reviewing each of
the conditions in order to assess whether it has been met
as at the period-end.
Key observations:
Based on our review of the documentation maintained, we
confirmed the Company was in compliance with the listing and
VCT rules during the period and at the period end. Additionally,
our own testing of compliance with the individual VCT rules did
not identify any breaches.
Our application of materiality
The scope and focus of our audit were influenced by our assessment and application of materiality. We define materiality as the magnitude
of misstatement that could reasonably be expected to influence the readers and the economic decisions of the users of the financial statements.
We use materiality to determine the scope of our audit and the nature, timing, and extent of our audit procedures and to evaluate the effect of
misstatements, both individually and on the financial statements as a whole. We apply the concept of materiality both in planning and
performing our audit, and in evaluating the effect of misstatements.
Based on our professional judgement we determined materiality for the 2024 financial statements as a whole and performance materiality as
follows:
Financial statements
Materiality £593,000
Basis for determining materiality 1.5% of Gross Assets prior to audit adjustments
Rational for the benchmark applied The nature of the VCT’s purpose is to invest to obtain capital growth and
dividend income, gross assets have been used to calculate materiality. We
have chosen gross assets as the Company’s investment portfolio, which we
considered to be the key driver of the Company’s total return performance
and forms the significant proportion of the gross asset value calculation.
We have chosen this benchmark, a generally accepted auditing practice for
Venture Capital Trust audits, as we believe this provides an appropriate year-
on-year basis for our audit.
Performance materiality
£296,500
Basis for determining performance
materiality
50% of Overall materiality
Rational for the benchmark applied We considered several factors – the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls. We concluded that this
amount was appropriate.
Trivial:
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £29,650. We also agreed to
report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Conclusions relating to going concern
56
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 the following procedures:
• We critically reviewed the Company's cash flow forecasts, which were prepared based on current financial performance
expectations, including sensitivity analysis.
• We assessed the Company's ability to meet its liabilities as they fall due, considering both internal factors such as cash flow
projections and external factors.
• We paid particular attention to any events or conditions identified in the viability statement, as these might have significantly
impacted the Company's ability to continue as a going concern.
• We evaluated the assumptions and scenarios outlined in the viability statement and assessed their alignment with the Company's
financial position and prospects.
• We performed sensitivity analysis on the key assumptions and scenarios outlined in the viability statement to assess their impact
on the Company's ability to meet its liabilities as they fall due.
• We investigated the rationale behind the Directors' selection of the viability period and assessed its adequacy based on the
Company's specific circumstances, industry dynamics, and market conditions.
• We documented the results of the review and assessment of the viability period chosen by the Directors, including any concerns or
discrepancies identified during the process.
• We ensured that the rationale for selecting the viability period is adequately disclosed within the Company's financial statements,
including the viability statement and accompanying notes.
• We compared the prior year forecast against current year actual performance to assess management’s ability to forecast accurately.
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 Association of Investment Companies (AIC) Code of Corporate Governance,
we have nothing material to add or draw attention to in relation to in relation to the Directors’ statement in the financial statements about
whether the Directors consider it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report
thereon. The Directors are responsible for the other information within the annual report. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the
financial statements. If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act
2006.
In our opinion, based on the work undertaken in the course of the audit:
the information given in the Strategic Report and the Directors’ Report for the financial period for which the financial statements
are prepared is consistent with the financial statements; and
the Strategic Report and Directors’ Report have been prepared in accordance with applicable legal requirements.
57
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified
material misstatements in the Strategic Report or Directors’ Report.
We have nothing to report in respect of the following matters where 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.
Corporate Governance statement
We have reviewed 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 AIC Code of AIC Code of Corporate Governance specified for
our review by the Listing Rules.
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 and our knowledge obtained during the audit:
Directors’ statement with regards the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified set out on page 39;
Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the period is
appropriate set out on page 27;
Directors’ statement on whether it has a reasonable expectation that the Company will be able to continue in operation and meets
its liabilities set out on pages 39;
Directors' statement on fair, balanced and understandable set out on page 32;
Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 29;
Section of the Annual Report that describes the review of effectiveness of risk management and internal systems set out on page
45; and
Section describing the work of the audit committee set out on pages 37 and 46.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set out on page 52, 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 aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities is available on the FRC’s website at https://wwww.frc.org.uk/auditors/auditor-assurance/auditor-
s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor's-responsibilities-for
This description forms part of our auditor’s report.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below.
The objectives of our audit in respect of fraud, are to identify and assess the risks of material misstatement of the financial statements due to
fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing
and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud
identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and
those charged with governance of the Company.
Our approach was as follows:
58
We obtained an understanding of the legal and regulatory requirements applicable to the Company and considered that the most
significant are the Companies Act 2006, FRS 102, the Listing Rules, the Disclosure and Transparency Rules, Compliance with
HMRC conditions for approved VCT Status and UK taxation legislation.
We obtained an understanding of how the Company complies with these requirements by discussions with management and those
charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud
and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-
compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws
and regulations. This included making enquiries of management and those charged with governance and obtaining additional
corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance
with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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 or intentional misrepresentations, or through collusion.
Other matters which we are required to address
We were appointed by the Directors on 21 September 2023 to audit the financial statements for the period ended 31 March 2024. Our total
uninterrupted period of engagement is 1 year, covering this financial period. The non-audit services prohibited by the FRC’s Ethical Standard
were not provided to the Company and we remain independent of the Company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our
audit work has been undertaken for no purpose other than to draw to the attention of the Company’s members those matters which we are
required to include in an auditor’s report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility
to any party other than the Company and Company’s members as a body, for our work, for this report, or for the opinions we have formed.
Mital Shah (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
11.07.2024
59
Income Statement
for the period ended 31 March 2024
Period Ended 31 March 2024 Year Ended 28 February 2023
Revenue
Return
Capital
Return
Total
Revenue
Return
Capital
Return
Total
Note £’000 £’000 £’000 £’000 £’000
£’000
(Losses)/gains on investment at fair
value
9 –
(235) (235)
–
1,330 1,330
Losses on disposal of investments
9
–
–
–
–
(63)
(63)
Income
3 726
– 726
266
– 266
Investment management fee
4 (175)
(523) (698)
(141)
(423) (564)
Other expenses
5 (328) – (328) (321) – (321)
(Loss)/profit before taxation 223
(758) (535)
(196)
844 648
Taxation
6 –
– –
–
– –
(Loss)/profit attributable to
shareholders
223
(758)
(535)
(196)
844
648
(Loss)/profit per Ordinary share basic
and diluted
8
0.37p
(1.26)p
(0.89)p
(
0.39)p
1.69p
1.30p
All items in the above statement derive from continuing operations. No operations were acquired or discontinued during the period
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 Association of Investment Companies Statement
of Recommended Practice (AIC SORP).
The notes on pages 64 to 78 form an integral part of these financial statements.
60
Statement of Changes in Equity
for the period ended 31 March 2024
Share
Capital
Share
Premium
Special
Reserve
Capital
Redemption
Reserve
Capital
Reserve
Realised
Capital
Reserve
Unrealised
Revenue
Reserve
Total
£’000
£’000 £’000
£’000
£’000 £’000 £’000
For the period ended 31 March 2024
1 March 2023
523
14,924
17,832
69 (1,414)
4,328
(1,942)
34,320
Investment holding losses
–
–
–
–
– (235)
–
(235)
New share issue
131
8,308
–
–
– –
–
8,439
Expenses of share issue
–
(163)
–
– –
–
–
(163)
Share buybacks for cancellation
(20)
–
(1,195)
20 –
–
–
(1,195)
Management fee allocated to
capital
–
–
–
–
(523)
–
–
(523)
Change in accrual in IFA trail
commission
–
(12)
–
–
–
–
–
(12)
Revenue return after tax
–
– –
–
– –
223
223
Dividends paid
–
– (1,789)
–
– –
–
(1,789)
Transfer of previously unrealised
gains to realised
–
–
–
–
19
(19)
–
–
31 March 2024
634
23,057
14,848
89
(1,918) 4,074
(1,719)
39,065
61
Statement of Changes in Equity
for the period ended 31 March 2024 (Continued)
Share
Capital
Share
Premium
Special
Reserve
Capital
Redemption
Capital
Reserv
e
Capital
Reserve
Revenu
e
Reserv
e
Total
£’000
£’000 £’000
Reserve
£’000
Realised
£’000
Unrealise
d £’000
£’000
£’000
For the year ended 28 February 2023
1 March 2022
445
9,492 19,877
60
(356) 2,426
(1,746)
30,198
Investment holding gains
–
–
–
–
– 1,330
–
1,330
Gain on disposal of investments
–
–
–
– (63)
–
–
(63)
New share issue
87
5,608 –
–
– –
–
5,695
Expenses of share issue
–
(134)
–
– –
–
–
(134)
Share buybacks for cancellation
(9)
–
(547)
9
– –
–
(547)
Management fee allocated to capital
–
–
–
–
(423) –
–
(423)
Change in accrual in IFA trail
commission
–
(42)
–
–
–
–
–
(42)
Revenue return after tax
–
–
–
–
– –
(196)
(196)
Dividends paid
–
–
(1,498)
–
– –
–
(1,498)
Transfer of previously unrealised
losses to realised
–
–
–
–
(572)
572
–
–
28 February 2023
523
14,924 17,832
69
(1,414) 4,328
(1,942)
34,320
The notes on pages 64 to 78 an integral part of these financial statements.
62
Statement of Financial Position
at 31 March 2024
31 March 28 February
2024
2023
Note
£’000
£’000
Non-current assets
Investments at fair value through profit or loss
9
37,914 30,663
Sales awaiting settlement
10
46 -
Current assets
Debtors
10 451 347
Cash at bank and on deposit
2
1,124 3,780
Creditors: amount falling due within one year
Creditors
11 (357) (344)
Net current assets
1,218 3,783
Non-current liabilities
IFA trail commission
(113) (126)
Net assets
39,065
34,320
Capital and reserves
Called-up share capital 12 634 523
Share premium
23,057 14,924
Special reserve
14,848
17,832
Capital redemption reserve
89 69
Capital reserve – realised
(1,918) (1,414)
Capital reserve – unrealised
4,074
4,328
Revenue reserve
(1,719) (1,942)
Equity shareholders’ funds
39,065 34,320
Net asset value per Ordinary share – basic and diluted 13
61.58p
65.63p
These financial statements were approved and authorised for issue by the Board of Calculus VCT plc on 11 July 2024 and were signed on
its behalf by:
Jan Ward
Chairman
11 July 2024
The notes on pages 64 to 78 form an integral part of these financial statements.
63
Statement of Cashflows
for the period ended 31 March 2024
Period Ended Year Ended
31 March
2024
28 February
2023
£’000
£’000
Cash flows from operating activities
Investment income received
395
167
Deposit interest received
52
8
Investment management fees
(626)
(540)
Other, operating expenses
(362) (275)
Net cash outflow from operating activities
Cash flow from investing activities
Purchase of investments
(541)
(7,815)
(640)
(5,292)
Sale of investments
460
341
Cash outflow from investing activities
(7,355)
(4,951)
Cash flow from financing activities
Ordinary share issue
8,165
5,496
Expense of Ordinary/D share issue
(188)
(107)
IFA trail commission
(27)
(24)
Share buybacks for cancellation
(1,196)
(547)
Equity dividend paid
(1,514)
(1,299)
Cash inflow from financing activities
5,240
3,519
Decrease in cash and cash equivalents
Analysis of changes in cash and cash equivalents
Cash and cash equivalents at the beginning of period
(2,656)
3,780
(2,072)
5,852
Net cash decrease
(2,656)
(2,072)
Cash and cash equivalents at the year period
1,124
3,780
The notes on pages 64 to 78 form an integral part of these financial statements.
64
Notes to the F i n a n c i a l S t a t e m e n t s
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” (‘FRS 102’) and in accordance 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). 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
Preparation 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.
Estimates and assumptions primarily relate to the valuation of the unquoted holdings within the fixed asset investments. These
estimates and assumptions are under continuous review from the investment manager. The investment valuation policies play a
crucial role due to the impact they have on the Company’s financial position thus require the application of subjective and complex
judgements. The main accounting and valuation policies used by the Company are disclosed below.
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’s investments can be found on page 76.
The sensitivity analysis in note 15 demonstrates the impact on the portfolio of applying alternative values in the upside and downside.
Although the Company believes that the assumptions concerning the macroeconomic environment and estimation of future cash
flows are appropriate, changes in estimates and assumption could require changes in the stated values.
As at 31 March 2024 the value of unquoted investments included within the Company’s investment portfolio was
£27,886,737 (2023: 22,387,397).
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.
65
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 forecasted 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 forecasted 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 a discount rate appropriate for the individual company being valued,
taking into account the company’s stage of development and risk profile.
Cash and cash equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents does not include liquidity fund investments as the Company
considers the liquidity fund is part of the investment portfolio.
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 accrual 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 accrual 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.
66
• expenses associated with the issue of shares are deducted from the share premium account. Annual intermediary trail
commission covering a six-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 Old 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 £11,208,445 as at 31 March 2024. 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. As at the period
end, all special reserves created from share premium are distributable.
67
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
Period Ended Year Ended
31 March 2024 28 February 2023
£’000
£’000
UK unfranked loan stock interest 389
185
Liquidity Fund interest
269
70
Bank interest
68
11
726
266
All income arose in the United Kingdom.
The Board considered operating segments and considered there to be one, that of investing in financial assets.
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4. Investment Management Fee
Period Ended 31 March 2024 Year Ended 28 February 2023
Revenue Capital Total Revenue Capital
Total
£’000 £’000 £’000 £’000 £’000
£’000
Investment management fee 175 523 698 141 423 564
No performance fee was paid during the period or payable at the period end.
For the period ended 31 March 2024, Calculus Capital Limited did not contribute (2023: £nil contributed) to the expenses of the
Company as the total expenses did not exceed the expense cap. At 31 March 2024, there was £213,178 due to Calculus Capital Limited
for management fees (2023: £141,664 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
Period Ended
31 March 2024
£’000
Year Ended
28 February 2023
£’000
Directors’ fees 66
62
Calculus secretarial fee (VAT inclusive) 20
18
Administrator’s fees 41
38
Fees payable to the Company’s auditor for the audit of the Company’s annual
accounts
73
75
Legal and professional fees 25
32
Regulatory fees 21
18
Other 82
78
328
321
Further details of Directors’ fees can be found in the Directors’ Remuneration Report on page 48 to 51 of the Accounts.
6. Taxation
Period Ended 31 March 2024 Year Ended 28 February 2023
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Profit/(loss) before tax 223
(758)
(535)
(196)
844
648
Theoretical tax at UK
Corporation Tax rate of 24.54%
(2023: 19.00%)
55
(186)
(131)
(37)
160
123
Timing differences: loss not
recognised, carried forward
(55)
128
73
37
80
117
Effects of non-taxable (gains)/
losses
-
58
58
-
(240)
(240)
Tax charge -
-
-
-
-
-
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The Corporation Tax rate was at 19% to 31 March 2023 and 25% thereafter.
At 31 March 2024, the Company had £3,805,979 (28 February 2023: 3,505,945) of excess management expenses to carry forward
against future taxable profits.
The Company’s deferred tax asset of £951,495 (28 February 2023: £876,486) at the tax rate of 25% (2023: 25%) 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
Period Ended Year Ended
31 March 2024 28 February 2023
£’000 £’000
Declared and paid: 2.95p per Ordinary share in respect of the year ended 28 February
2023 (2022: 3.06p)
1,789 1,498
The Board have proposed an Ordinary share dividend in respect of the period to 31 March 2024 of 2.77 pence per share which, if
approved by shareholders, will be paid on the 29 August 2024 to all Ordinary shareholders on the register on 9 August 2024.
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)
Period Ended 31 March 2024 Year Ended 28 February 2023
Revenue
pence
Capital
pence
Total pence Revenue
pence
Capital
pence
Total pence
Return per Ordinary share 0.37 (1.26) (0.89) (0.39) 1.69p 1.30p
Ordinary share return
Revenue return per Ordinary share is based on the net revenue gain after taxation of £223,351 (2023: loss £196,043) and on
60,236,611 Ordinary shares, (2023: 49,887,243) being the weighted average number of Ordinary shares in issue during the
period.
Capital return per Ordinary share is based on the net capital loss for the period of £758,656 (2023: gain £842,740) and on
60,236,611 Ordinary shares (2023: 49,887,243) being the weighted average number of Ordinary shares in issue during the
period.
Total return per Ordinary share is based on the net loss for the period of £535,305 (2023: gain £646,697) and on 60,236,611
Ordinary shares (2023: 49,887,243), being the weighted average number of Ordinary shares in issue during the period.
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9. Investments
Period Ended 31 March 2024
Year Ended 28 February 2023
VCT
Qualifying
Investments
Other
Investments
Total VCT
Qualifying
Investments
Other
Investments
Total
£’000 £’000 £’000 £’000 £’000 £’000
Opening book cost
20,690
5,645
26,335
16,288
5,645
21,933
Opening investment holding gains
4,268
60
4,328
2,403
23
2,426
Opening fair value
24,958
5,705
30,663
18,691
5,668
24,359
Movements in
the period/
year:
Purchases at cost
5,269
3,000
8,269
5,292
-
5,292
Sales proceeds
(433)
(350)
(783)
(255)
-
(255)
Realised losses on sales
-
-
-
(63)
-
(63)
Prior year unrealised gains/(losses)
realised during the period/year
19
-
19
(572)
-
(572)
(Decrease)/increase in investment
holding gains
(402)
148
(254)
1,865
37
1,902
Closing fair value
29,411
8,503
37,914
24,958
5,705
30,663
Closing book cost
25,545
8,295
33,840
20,690
5,645
26,335
Closing investment holding gains
3,866
208
4,074
4,268
60
4,328
Closing fair value
29,411
8,503
37,914
24,958
5,705
30,663
Note 15 to the financial statements provides a detailed analysis of investments held at fair value through profit or loss.
71
10. Debtors
Period Ended
Year Ended
31 March 2024
28 February
2023
£’000 £’000
Current debtors
Prepayments and accrued income
436 209
Sales awaiting settlement
15 138
Non Current debtors
Sales awaiting settlement
46 -
497 347
11. Creditors
Period Ended Year Ended
31 March 2024 28 February
2023
£’000 £’000
Management fees
213
142
Audit fees
56
75
Directors’ fees
6
10
Secretarial fees
6
5
Administrator’s fees
3
3
Intermediary trail commission
29
30
Other creditors
44
79
357
344
72
12 Share Capital
Number of shares
Ordinary
shares
Ordinary shares of 1p each
Opening balance 1 March 2023
52,296,457
New issue of Ordinary shares
12,718,880
New issue of Ordinary shares via dividend reinvestment scheme
441,369
Share buyback Ordinary shares
(2,015,317)
Closing balance 31 March 2024 63,441,389
On 15 March 2023, 3,893,788 Ordinary shares were issued for total consideration of £2,527,022. On 5 April 2023, 2,823,224 Ordinary
shares were issued for total consideration of £1,827,398. On 21 July 2023, 1,960,826 Ordinary shares were issued for total consideration
of £1,286,646. On 25 August 2023, 652,554 Ordinary shares were issued for total consideration of £416,333. On 25 August 2023, under
the Dividend Reinvestment scheme, 441,369 Ordinary shares were issued for a total consideration of £274,886. On 15 December 2023,
2,439,629 Ordinary shares were issued for a total consideration of £1,530,459 and on 15 February 2024, 948,859 Ordinary shares were
issued for a total consideration of £577,150.
On 8 March 2023, the Company bought back 334,652 Ordinary shares for cancellation. On 7 September 2023, the Company bought back
1,124,473 Ordinary shares for cancellation. On 10 January 2024, the Company bought back 556,192 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
31 March 2024
28 February
2023
Net asset value per Ordinary share
61.58p
65.63p
The basic and diluted net asset value per Ordinary share is based on net assets of £39,064,805 (2023: £34,319,761) and on
63,441,389 Ordinary shares (2023: 52,296,457), being the number of Ordinary shares in issue at the end of the period.
Nominal value
Ordinary
share
£’000
Ordinary shares of 1p each
Opening balance 1 March 2023
523
New issue of Ordinary shares
127
New issue of Ordinary shares via dividend reinvestment scheme
4
Share buyback Ordinary shares
(20)
Closing balance 31 March 2024
634
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14. Financial Commitments
At 31 March 2024, the Company did not have any financial commitments which had not been accrued for (2023: nil).
15. 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 31 March
2024 was 9.70% (2023: 10.00%).
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 31 March 2024 As at 28 February 2023
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 5.25 per
cent as at 31 March 2024.
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.
Fair Value
Interest Rate
Cash Flow
Interest Rate
Fair Value
Interest Rate
Cash Flow
Interest Rate
Risk £’000 Risk £’000 Risk £’000 Risk £’000
Loan stock 5,047
-
2,200 -
Money market funds
- 8,503
- 5,705
Cash
-
1,124
- 3,780
5,047
9,627
2,200 9,485
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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 Rathbones, 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 31 March 2024, 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 period end would be £381,030.
As at 31 March 2024, 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 £5,709,918.
The combined total increase or decrease on net assets would be £6,090,948 (2023: £5,689,623). The increases and decreases are based
on the current portfolio value £37,913,627 (2023: £30,663,029). The variance of 25 per cent is the Manager’s 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) Credit Risks
Credit risk on cash transactions was mitigated by transacting with a regulated entity subject to prudential supervision. Money market
funds were managed by regulated fund managers with high credit ratings assigned by international credit rating agencies. Any new
investment is subject to due diligence scrutiny and investment portfolio is monitored closely by the Manager’s investment team who
would take appropriate action as necessary to minimise the credit risk to the Company.
c) 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 investments in unquoted companies held at 31 March 2024, 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 £’000 £’000 £’000 £’000 £’000 £’000
As at 31 March 2024
Loan stock 750 - - 2,389 1,908 - 5,047
Current liabilities 357 - - - - - 357
As at 28 February 2023
Loan stock - 1,050 - - 1,150 - 2,200
Current liabilities 344 - - - - - 344
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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
31 March 2024, the Company had no borrowings.
d) Capital Management
The capital structure of the Company consists of 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.
e) 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.
76
The table below shows assets measured at fair value categorised into the three levels referred to above. During the period there were no
transfers between Levels 1, 2 or 3.
Financial Assets at Fair Value through Profit or
Loss At 31 March 2024
Level 1 Level 2 Level 3 Total
£’000 £’000 £’000 £’000
Unquoted equity
- -
22,840 22,840
Quoted equity 1,524
- -
1,524
Money market funds 8,503
- -
8,503
Loan stock
- -
5,047 5,047
10,027
- 27,887
37,914
Financial Assets at Fair Value through Profit or
Loss At 28 February 2023
Level 1 Level 2 Level 3 Total
£’000 £’000 £’000 £’000
Unquoted equity
– – 20,187 20,187
Quoted equity 2,571 – – 2,571
Money market funds 5,705 – – 5,705
Loan stock – – 2,200 2,200
8,276 – 22,387 30,663
Reconciliation of fair value for level 3 financial instruments held at the period/year end:
Level 3 Investments
Unquoted Equity Loan Stock Total
£'000 £'000 £'000
Fair value as at 28 February 2023
20,187
2,200
22,387
Purchases at cost
2,673
2,596
5,269
Disposal Proceeds
(33)
(400)
(433)
Realised gains on disposal
-
-
-
Prior year unrealised losses realised
during the period
19
-
19
Unrealised movement (6)
651
645
Fair value as at 31 March 2024 22,840
5,047
27,887
Unquoted investments are valued using an appropriate valuation technique so as to establish what the transaction price would have been
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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 74. 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.
FRS 102 requires the Directors to consider the impact of changing one or more of the inputs used as part of the valuation process to
reasonable possible alternative assumptions. 5% of the portfolio of venture capital investments are quoted on the AIM market and
valued at bid price; 6% of the portfolio is valued according to preference structures, 6% of the portfolio is valued based on recent new
investments at cost, 13% of the portfolio is valued based on recent transactions and a further 13% of the portfolio, comprises loan notes
valued at cost. As such, the Board believes that changes to reasonable possible alternative assumptions (by adjusting the earnings and
revenue multiples or discount rates) for the remainder of the portfolio could lead to a significant change in the fair value of the
portfolio. Therefore, for the remainder of the portfolio, the Board has adjusted the inputs of a number of the largest portfolio
companies (by value) resulting in a total coverage of 88% of the portfolio of investments. The effect of varying the input assumptions
in each sector is as follows:
The impact of these changes could result in an overall increase in the valuation of the venture investments by £1.26m (4.3%) or a
decrease in the valuation of the equity investments of £1.24m (4.2%).
16. 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 Holdings Limited. Calculus Capital Limited receives a Manager’s fee from the Company. As disclosed in Note 4,
for the period ended 31 March 2024, Calculus Capital Limited earned £697,847 of management fees (2023: £564,449). Calculus Capital
Limited also earned a company secretarial fee of £19,500 (2023: £18,000).
Calculus Capital Limited took on the expenses cap on 15 December 2015. In the period to 31 March 2024, Calculus Capital Limited did
not contribute towards the expenses of the Company as the expense cap was not reached during the period. (2023: £nil contributed).
17. 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, Brouhaha Limited, Riff
Raff Entertainment Limited, Raindog Films Limited, Home Team Content Limited and Wonderhood Studios Limited.
In the period to 31 March 2024, Calculus Capital Limited received fees from certain portfolio companies. The aggregate amounts
received by Calculus Capital Limited for any monitoring, provision of a Director and advisory fees, as appropriate, from the investee
companies in relation to all of the EIS and VCT investments managed by Calculus Capital was as follows:
31 March 2024
£’000
28 February 2023
£’000
Net fees paid by investee companies in the period/year
1,099 837
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18. Net accumulative realised gains/(losses) on disposal of investments
31 March 2024
£’000
28 February 2023
£’000
Net accumulated realised gains at the beginning of the period/year
326,997
962,175
Net realised gains/(losses) incurred during the period/year 19,320
(635,178)
Net accumulative realised gains at the end of the period/year 346,317
326,997
19. Post Balance Sheet Events
Continuing a successful fundraising period for the Company, a further £3.2m shares were issued on the 5 April 2024. This was made up
of 5,257,265 shares at 60.42p. On 24 April 2024, 833,854 shares were bought back by the Company for £472k.
On 26 April 2024, C4X Discovery Holdings plc (now C4X Discovery Holdings Limited) de-listed from the AIM market. The board of
C4X took this strategic decision because the LSE AIM valuation has not reflected the underlying potential of the business for some time.
On 29 May 2024, Blu Wireless Technology Limited ("BWT") raised new equity from a strategic investor, Westermo, and other financial
investors. As part of the equity issue, the convertible loan note (“CLN”) held by the Company was converted into equity alongside other
CLNs issued by BWT.
On 4 June, the Company invested £666k in Engaging Works Holding Limited (“WorkL”). WorkL helps over 1,000 businesses globally
improve the happiness and engagement of their teams and is also the powerhouse behind the UK’s most prestigious business awards,
“The Sunday Times Best Places to Work”. This investment will enable WorkL to accelerate and expand its domestic and international
operations, which already include the UK, Ireland, the UAE, Australia and South Africa.
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Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the eleventh ANNUAL GENERAL MEETING of Calculus VCT plc (the “Company”) will be
held at 12.00 pm on 22 August 2024. 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/vct-annual-general-meeting-2024/) 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 period ended 31
March 2024.
2. To receive and approve the Directors’ Remuneration Report for the period ended 31 March 2024.
3. To receive and approve the Directors’ Remuneration Policy.
4. To approve a final dividend of 2.77p 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 elect Mr Hemant Mardia as a Director.
9. To appoint Moore Kingson Smith 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 2025 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.
12. THAT, the following revisions to the current performance fee arrangements be made, which are:
i) the quantum of Calculus Capital's entitlement to a performance fee in respect of excess realised gains be reduced from 20% to 10%;
and
ii) that a co-investment syndicate structure be put in place to facilitate the individual members of Calculus Capital investment team
and other key members ("Syndicate Members") putting their own money into each investment that the Company makes, with
Syndicate Members receiving a junior class of shares to those received by the Company, as more fully described in the circular to
shareholders dated 11 July 2024.
Special resolutions
13. 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 2025.
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14. 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 9,000,000, or, if lower, such
number of O r d i n a r y shares as shall equal 15 per cent of the issued O r d i n a r y 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 2025, 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.
15. 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.
16. THAT the share premium account and the capital redemption reserve each be cancelled.
By order of the Board
Calculus Capital Limited Company Secretary
11 July 2024
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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 20 August 2024 (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. You may submit your proxy electronically using the Calculus Proxy Voting App at: (proxy-calculus.cpip.io). Shareholders can
use this service to vote or appoint a proxy online. The same voting deadline of 48 hours (excluding non-working days) before the
time of the meeting applies as if you were using your personalised Proxy Form to vote or appoint a proxy by post to vote for you.
Shareholders will need to use the unique personal City Investor Number (or CIN) and Access Code printed on their share
certificate. Shareholders should not show this information to anyone unless they wish to give proxy instructions on their behalf.
5. If you have elected to receive post, a personalised form of proxy will be 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.
6. 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.
7. 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.
8. 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.
9. 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.
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10. 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.
11. As at the date of this notice, the Company’s issued share capital and total voting rights amounted to 67,864,800 Ordinary shares
carrying one vote each.
12. 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:
(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, https://calculuscapital.com/investment-opportunities/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.
83
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 directly 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, https://calculuscapital.com/investment-opportunities/calculus-vct/investor-
information/.
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 https://calculuscapital.com/investment-
opportunities/calculus-vct/investor-information/.
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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
by 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, at 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. Portfolio
income yield is calculated by dividing the total investment income during the period by the total cost of the portfolio.
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).
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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
59 and is calculated by taking the total profit or loss for the period and dividing by the weighted average number of shares. This
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).
86
Company Information
Directors
Jan Ward (Chairman)
Janine Nicholls
John Glencross
Hemant Mardia
Registered Office
12 Conduit Street
London W1S 2XH
Telephone: 020 7493 4940
Company Number
07142153
Qualifying Investments Manager
Calculus Capital Limited
12 Conduit Street
London W1S 2XH
Telephone: 020 7493 4940
Website: www.calculuscapital.com
Fund Administrator
Link Alternative Fund Administrators Limited
(A Waystone Group Company)
Broadwell House
Southernhay West
Exeter EX1 1TS
Company Secretary
Calculus Capital Limited
12 Conduit Street
London W1S 2XH
Auditor
Moore Kingston Smith LLP
6
th
Floor
9 Appold Street
London
EC2A 2AP
Broker
Singer Capital Markets
1 Bartholomew Ln
London EC2N 2AX
Sponsor
Beaumont Cornish Limited
10th Floor, 30 Crown Pl, Hackney,
London EC2M 2SJ
Registrars
The City Partnership (UK) Limited
The Mending Rooms
Park Valley Mills
Meltham Road
Huddersfield, HD4 7BH
Telephone: 01484 240 910