for the year ended 31March 2022
Annual report
and financial
statements
PEMBROKEVCT.COM

49 51 56 57
37 40 42 46
10 12 14 16
04 05 06 08
59 60 61
Statement of Directors’
Responsibilities
Independent Auditor’s
Report
Financial
Statements
Income
Statement
Strategic
Report
Directors’
Report
Directors’ Remuneration
Report
Corporate Governance
Statement
The Board Investment Manager’s
Review
Investment
Portfolio
Investment
Review
Financial
Highlights
Investment
Objective
Financial
Summary
Chair’s
Statement
58
Balance
Sheet
Statement of Changes
in Equity
Statement of
Cash Flow
Notes to the Financial
Statements
78
Corporate
Information
74
Notice of Annual
General Meeting
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
03

Financial Highlights
Total cash invested
during the year
£36.3m
Net asset value
per share
126.0p
Net asset value
total return per share
151.0p
(+13%)
Cash invested in 21 follow-on
investments during the year
£26.9m
Dividend paid
per share
7.0p*
* The Company paid two dividends in the year, one of 4p per share and another of 3p per share, a total of £9.3million.
A further 5p per share dividend will be paid in July 2022 for a total of £8.3million.
The Company
repurchased
£9.8m
of its own shares
in the year
Total value of
investments
£161.4m
Cash invested in seven new
investments during the year
£9.5m
Increase of portfolio
value over cost
45%
after realised losses
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
04

Investment Objective
Pembroke VCT plc (the “Company”) is a generalist VCT focused on early stage investments
in founder-led businesses.
The Company invests in a diversified portfolio of small, principally unquoted companies, and
selects those which Pembroke Investment Managers LLP (the “Investment Manager”) believes
provide the opportunity for value appreciation.
The Board of Directors of the Company (the “Board”) believes that the Company can benefit
from leveraging the previous sector experience of the Investment Manager, and that there are
likely to be synergistic advantages from grouping similar businesses. Consequently, most
investments fall within one of six sectors:
• Wellness •Food, Beverage & Hospitality •Education •Design • Media • Digital Services
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
05

Dividend CostUpliftOther Net Assets
0p
10p
20p
30p
40p
50p
60p
70p
80p
90p
100p
110p
120p
130p
140p
150p
160p
2015 2021 202220202019201820172016
97.9
69.2
18.0
11.9
35.0
70.0
25.0
24.6
31.4
71.9
27. 6
10.7
11.0
81.1
12.0
18.8
8.0
76.0
13.0
5.0
19.1
75.3
7.2
20. 2
2.0
46.7
8.7
50.0
NAV performance*
Results
Financial Summary
Year ended
31.03.22
Year ended
31.03.21
Net assets (£’000) 200,585 132,666
Number of shares in issue (’000) 159,235 114,237
Net asset value per share (pence) 126.0 116.1
Investment income (£’000) 1,613 438
(Loss)/profit before tax
Revenue (£’000) (386) (928)
Capital (£’000) 24,494 14,937
Total (£’000) 24,108 14,009
Return per share* (pence)
Revenue (0.3) (0.9)
Capital 19.6 14.6
Total 19.3 13.7
*This is a KPI which is an alternative performance measure and is discussed in the Chair’s Statement on page 8.
*This is a KPI which is an alternative performance measure and is discussed in the Chair’s Statement on page 8.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
06

Cost of investment
Food, Beverage & HospitalityWellness Education Design Digital ServicesMedia
Increase in fair value Decrease in fair valueAll figures in £’000
Fair value as at 31 March 2021
2,385
584
0
635
4,737
1,542
1,191
7,820
363
0
100
4,073
23
2,408
431
0
0
700
1,734
3,092
4,122
3,591
5,852
0
0
3,700
4,268
8,484
976
416
990
153
0
1,499
962
0
3,676
2,260
3,486
244
954
1,336
17,613
9,046
2,000
4,000
12,000
14,000
6,000
16,000
18,000
20,000
8,000
10,000
1,000
3,000
11,000
13,000
5,000
15,000
17,000
19,000
7,000
9,000
0
UFB
KX Gym
Beryl
KXU
LYMA
Thriva
Eave
Cydar
Credentially
Chilango
Five Guys UK
Chucs Restaurants
Second Home
Sourced Market
Secret Food Tours
Rubies in the Rubble
Hackney Gelato
N is for Nursery
Kinteract
Stitch & Story
Toucan Tech
Smartify
Annie Mals
Kat Maconie
Troubadour Goods
Bella Freud
Alexa Chung
Heist Studios
PlayerLayer
JustWears
Tala
Boat
Stillking Films
Popsa
Roto VR
Rated People
Wishi Fashion
Unbolted
HotelMap
Floom
Dropless
OnePlan
Coat
Peckwater Brands
Total return*
(net asset value (“NAV”)
plus cumulative dividends paid)
Year ended
31.03.22
(pence per share)
Year ended
31.03.21
(pence per share)
Dividends paid during the year ended
31March 2017 2.00 2.00
31March 2018 3.00 3.00
31March 2019 3.00 3.00
31March 2020 3.00 3.00
31March 2021 7.00 7.00
31March 2022 7.00 –
Total dividends paid since launch 25.00 18.00
Closing NAV 126.00 116.1
Total return 151.00 134.1
Portfolio performance
*This is a KPI which is an alternative performance measure and is discussed in the Chair’s Statement on page 8.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
07

I am pleased to present the annual results for Pembroke VCT plc
for the year ended 31March 2022.
Overview
The Board is pleased to report a strong performance in the
year despite the extended challenges of COVID-19.
The Company recently closed a £46million fundraise,
representing another record following the £41million raised
in the previous year.
The Company’s net asset value (“NAV”) at 31March 2022
is £200.5million (2021: £132.7million). This continues
an upward trend reflecting the underlying investment
performance and fundraising. After returning £19.1million to
shareholders through dividends and share buybacks, the NAV
increase in the year is 51%.
During the period, the total return (NAV plus cumulative
dividends paid) of the shares increased 16.9 pence, or 13%,
from 134.1 pence per share to 151.0 pence per share.
The Company generated a £24.0 million profit in the year
to March 2022 (2021: £14.0 million) from a combination of
realised and unrealised investment gains.
During the year the Company sold two investments from its
portfolio: Plenish and Me+Em. Plenish achieved a 2.3x return
and Me+Em a 16.1x return. The recent Me+Em exit has
enabled the Board to approve a 5.0 pence per share interim
dividend to be paid in July 2022.
The Investment Manager was paid a £0.4million performance
fee in November 2021 following the successful exit from
Plenish in April 2021.
Investment Portfolio Overview
The Board is pleased with the overall performance of the
investment portfolio. Some portfolio companies continue to
exceed expectations. Others have suffered with the extended
impact of COVID-19; this has, unfortunately, resulted in
Sourced Market and Player Layer being placed into
administration. During the year the Company invested
£9.5million in seven new portfolio companies: Cydar,
JustWears, OnePlan, Peckwater Brands, COAT, Annie Mals
and TALA. The Company also made follow-on investments
totalling £26.9million into 21 portfolio companies to
continue our support of their growth.
For further details, see the Investment Manager’s Review and
Investment Portfolio on pages12 to 35.
Environmental, Social and Governance (“ESG”)
The Board of Pembroke VCT has been updated on the ESG
reporting requirements within the venture capital arena.
Over the summer we shall continue to develop our strategy
and seek to embed ESG at Pembroke VCT and raise its profile
with our portfolio companies. We will continue to increase
our public reporting to shareholders on ESG, sharing case
studies where we can in our quarterly newsletter.
The Board monitors the policies adopted by the Investment
Manager and noted that this year the Manager assessed its
own carbon footprint from 2019 to 2021. These historic
emissions, and future emissions, will be offset to make both
the Investment Manager, and the Company, carbon neutral.
Chair’s Statement
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
08

We continue to work to reduce our carbon impact by using
recycled paper stocks and encouraging shareholders to move
to digital-only communications, electronic payment of
dividends and online applications.
Dividends & Share Buybacks
Since April 2021 the Company has paid a total of £9.8million
in dividends and £9.7million in share buybacks.
The dividends include 4.0pence per share in May 2021,
following the sale of Plenish, and a further dividend of
3.0pence per share in October 2021. This matches the
7.0pence per share of dividends paid in the previous
financial year.
Following the recent sale of Me+Em the Board has approved
a dividend of 5.0pence per share, payable in July 2022.
Further dividends will be considered when profitable exits
are achieved.
The Board has also resolved to increase the annual target
dividend from 3.0pence per share to 5.0pence per share for
the 2022/3 financial year onwards and to consider the next
share buyback in April 2023.
VCT Qualifying Status
Philip Hare & Associates provides both the Board and the
Investment Manager with advice about ongoing compliance
with HMRC rules and regulations concerning VCTs. The Board
has been advised that Pembroke VCT continues to comply
with the HMRC conditions for maintaining its approval as a
venture capital trust.
Outlook
The Company has passed the £200 million net asset hurdle
after a record fundraise. It begins the new financial year
in a strong position to take advantage of new high-quality
investment opportunities as well as supporting the continued
growth of its existing portfolio businesses. Nevertheless,
the Board and the Investment Manager are conscious of the
current macro-economic environment, the political issues
caused by the Russian invasion of Ukraine and the rising
inflationary pressures in the UK.
Annual General Meeting
The Annual General Meeting (“AGM”) will be held at the
Company’s offices at 3 Cadogan Gate, London SW1X 0AS
on 29September 2022.
Jonathan Djanogly
Chair
28June 2022
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
09

The Board
Mark Stokes
Independent non‑executive Director
Mark Stokes has over 30 years’
experience in financial services, and 20
years at Executive Committee level. He
is currently Chief Commercial Officer
and an Executive Director at United
Trust Bank, having previously held
Managing Director positions at Lloyds
Corporate and Commercial Banking,
Williams & Glyn and Metro Bank. He
has a deep understanding of business
strategy, execution, performance
management, risk management and
governance. Mark has broad business
experience, including M&A execution
and capital markets fundraising, gained
through a career of lending into
commercial and SME markets as well
as consumer and asset finance markets.
He has also previously served as a
non-executive Director Alternate with
Motobility Operations Group plc. Mark
is a member of the Chartered Institute
of Bankers and has completed its Green
and Sustainable Finance certification.
Louise Wolfson
Independent non‑executive Director
Louise Wolfson is a senior corporate
lawyer who was previously a partner at
Allen & Overy LLP and Pinsent Masons
LLP. She has a particular focus on
corporate finance transactions, and has
wider experience including mergers and
acquisitions, joint ventures, strategic
investments, capital raisings and
listings. Louise currently works as a
freelance legal consultant and sits as a
tribunal judge hearing social security
and immigration appeals. Louise is also
a director of Women’s Pioneer Housing,
a housing association which supports
women in West London.
Laurence Blackall
David Till
Non‑ independent non‑ executive Director
David Till co-founded the Oakley
Capital Group in 2002. David plays a key
role within the group and has overall
responsibility for operations, finance,
due diligence, compliance and fund
formation. Oakley Capital Private Equity
invests in, and supports, the continued
growth and development of some of
Europe’s leading companies and seeks
to build long-term relationships with
talented entrepreneurial founders and
managers. Over the past 18 years,
Oakley has built expertise in three core
sectors—TMT, Digital Consumer and
Education—and has strong credentials
and networks in these areas. Oakley
Capital comprises four midmarket
private equity funds. The funds
generate strong returns for their
Limited Partners as well as Oakley
Capital Investments Limited, a listed
investment vehicle that invests in
Oakley Private Equity Funds.
David holds a BA (Hons) in Economics
from Essex University. He started his
career in the British Army. He later
qualified as a chartered accountant with
Coopers & Lybrand, then worked in
industry as a finance director before
returning to the profession, holding
senior M&A roles.
Mark Stokes Louise Wolfson David Till
Jonathan Djanogly
Independent non‑ executive Chair
Jonathan is a non-practising solicitor
and was, for over ten years, a corporate
partner at City law firm SJ Berwin LLP.
He specialised in mergers and
acquisitions, private equity and joint
ventures as well as fundraising on
public markets. Jonathan has been a
Member of Parliament since 2001, in
which capacity he served as a Member
of the Trade and Industry Select
Committee and more recently as a
member of the Exiting the UK Select
Committee. He also served on the
Opposition front bench as shadow
Solicitor General and as a shadow
Minister for Trade and Industry with
responsibility for employment law and
corporate governance; before that, he
was a Justice Minister for over two years.
Laurence Blackall
Independent non‑ executive Director
Laurence has had a 30-year career in
the information, media and
communication industries. After an
early career at Virgin and the SEMA
Group, he was a director of Frost &
Sullivan before moving to McGraw Hill,
where he was a vice-president in its
computer and communications group.
He then went on to found AIM-listed
Internet Technology Group plc in 1995
and successfully negotiated its sale in
2000 for almost £150million. Laurence
was also instrumental in the creation of
Pipex Communications plc. He has
interests in a range of leisure and TMT
businesses and currently holds a
number of directorships in public and
private UK companies.
Jonathan Djanogly
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
10

Investments
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
11

Investment Manager’s Review
Peckwater Brands
Peckwater Brands develops virtual food brands for delivery-
only restaurant franchises. These are operated by existing
restaurant owners, allowing them to increase revenue from
their existing kitchens. Since its commercial launch in 2020,
Peckwater has developed multiple brands, ranging from
Korean fried chicken wings to a plant-based hotdog brand in
partnership with Unilever.
COAT
Launched in 2020, COAT Paints is a paint brand seeking
to disrupt a market dominated by ageing incumbents.
COAT provides premium, environmentally-friendly paint
at a cost around20% lower than its direct competitors.
COAT’s entire range is water-based and solvent-free, low
VOC (volatile organic compounds), 100% vegan and 100%
animal cruelty-free.
Annie Mals
Annie Mals was founded in 2021 by Emily Samuels, an
award-winning charity fundraiser and Oxbridge classics
graduate. Emily has drafted a series of 15 to 20 illustrated
children’s books for four-to-six-year-olds. Once the first books
have been published, Emily plans to license the characters for
television animation and short-form YouTube content, with
toys, clothing, and accessories also in the proposed pipeline.
TALA
We Are Tala (TALA) is a sustainable activewear brand focused
on ‘Gen Z’ (the generation born between 1997 and 2012)
females. TALA was founded by fitness influencer Grace
Beverley, who has amassed a loyal social media following
of over a million on her personal Instagram account.
The 21 follow-on investments were made into Alexa Chung,
Bella Freud, Coat, Credentially, Dropless, Eave, Floom,
Hackney Gelato, Heist, Kinteract, N is for Nursery, OnePlan,
PlayerLayer, Popsa, Roto VR, Rubies in the Rubble, Secret
Food Tours, Sourced Market, Stitch & Story, Troubadour and
United Fitness Brands.
Since the year end the Company has made investments
totalling £5.9 million in seven companies including one new
investment of £1.5 million and six follow-on investments
of £4.4 million in aggregate.
Overview
The Company invested in seven new companies, made
follow-on investments in 21 companies, and sold
investments in two companies in the year to 31March 2022.
The Company’s focus spans the wellness, food, beverage
& hospitality, education, design, media and digital
services sectors.
At the year end, the portfolio comprised 44 investments with
a cost of £111.1million and a fair value of £161.4million,
representing a 45% increase over cost.
Fundraise and team
We had our most successful fundraise to date as £46million
was invested by new and existing shareholders. This will
allow us to continue our strategy of investing in exceptional
founders. Jamie Kennell has recently joined as Head of
Investment Portfolio. He will head the portfolio team to
manage the underlying investments and risks, and to develop
business strategies with the founders and management teams.
We have added two further members to the portfolio team,
Christian Capunitan and Dilesh Maisuria, and continue to
expand the investment team.
Investment activity
The Company invested £9.5million in seven new companies
during the year, and has invested a further £26.9million
across 21 existing portfolio companies.
The seven new investments were Cydar, JustWears, OnePlan,
Peckwater Brands, Coat, Annie Mals and TALA, all of which
are unquoted, with investments made in the form of new
equity shares with full voting rights. The new investments
capitalise on our insights into the sectors in which we invest.
Cydar
Cydar is a medical software company that improves patient
outcomes by providing a ‘sat nav for surgeons’, which uses
Artificial Intelligence (AI) to enhance image-guided surgery.
The first application of the software is in the field of
endovascular surgery.
JustWears
JustWears is a men’s basics brand looking to disrupt a
£31billion category that is dominated by stagnant legacy
brands and unsustainable products. JustWears is currently
selling its maiden product, men’s underwear. The brand
prides itself on the use of innovative materials, with a focus
on ergonomic designs and comfort, using sustainable,
biodegradable, high-performance fabrics.
OnePlan
OnePlan has built a collaborative, easy-to-use, real-time
platform for event and venue planning. OnePlan combines
the world’s best selection of 2D, 3D, satellite and aerial maps
into its platform to provide planners with a fully
customizable solution to suit their event planning needs.
The user-friendly design allows employees of all skill levels
to use the platform without specialist training. The company
has recently been awarded a contract for planning the 2024
Olympic Games in Paris.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
12

Investment performance
Pembroke achieved two profitable exits in the year:
Plenish and Me+Em. In April 2021, Pembroke sold its
investment in Plenish to Britvic Group. Pembroke VCT
invested in Plenish in 2013 and exit proceeds were
£8.8million. This represents a 2.3 times money multiple with
an IRR of 28.4%. The related special dividend of 4 pence per
share was paid on 21June 2021.
In March 2022, Pembroke sold its investment in Me+Em to
Highland Europe. Pembroke VCT invested £0.9million in
Me+Em in 2015 and received £15.4million in sale proceeds.
This represents a 16.1 times money multiple with an IRR
return of 66.7%. The related special dividend of 5 pence per
share will be paid in July 2022.
We are pleased to report that many of our companies traded
well throughout the year despite the continued impact of
COVID-19. Most of our companies have developed their
business model during the pandemic and continue to adapt
to consumer behaviour to sustain their growth plans.
The COVID-19 pandemic did, however, continue to cause
disruption to our portfolio companies in the design sector
and those with physical sites. United Fitness Brand, KX, KXU,
Five Guys, Chucs Restaurants, Second Home, Alexa Chung,
PlayerLayer and Sourced Market operations have been affected
by Government restrictions. Many of these companies were
able to trade through the pandemic using technology and
other innovative ways to build their customer bases.
However, PlayerLayer and Sourced Market have been placed
into administration and Alexa Chung is conducting an orderly
wind-down of its business.
N is for Nursery has continued to grow and now has 17 sites.
The company received third-party funding in the spring of
2022 to increase this expansion through a combination
of organic growth and acquisitions. United Fitness Brands
acquired Barrecore and merged with Triyoga in 2021 and
is currently looking to raise funds.
Lyma has been a significant beneficiary during COVID-19
as more consumers focused on their health and wellbeing.
The supplement business continued to grow during the year
and the new launch of the Lyma Laser was a success, further
contributing to revenue growth. In the spring of 2022, the
Lyma Laser product has received FDA approval for
commercial use in the United States, which will fuel further
growth of the business.
Thriva had a successful year resulting from organic growth
and serviced a government contract.
Popsa has continued to perform ahead of our expectations in
the year to December 2021 and continues to show revenue
growth in 2022.
OnePlan is a new investment during the year. Since we
initially invested it has grown by winning significant
contracts, including as the Official Supporter of GIS Mapping
and Digital Twin Software for the Paris 2024 Olympic and
Paralympic Games. The business continues to attract big
event providers and has proven that the ease and
functionality of the platform it has developed continue
to appeal to new customers.
Peckwater Brands is another new investment that has grown
significantly since we initially invested in September 2021.
It has executed growth plans and utilised the changes in
current consumer behaviour as an opportunity to grow.
The business has received funding offers from third-party
investors to further accelerate its growth.
Stitch and Story and Heist are facing challenges in their
business and continue to review their strategic plans to
address these challenges. Bella Freud and Kat Maconie
showed strong performance as their traditional wholesale
markets returned, while also developing their direct-to-
consumer offerings.
Other investments where we have seen improved trading
performance and recovery from the impact of the pandemic
include HotelMap, Secret Food Tours, Five Guys, Stillking,
Credentially, COAT, Chucs Restaurants, and Second Home.
We continue to hold ten investments at/around cost (Cydar,
Rubies in the Rubble, Hackney Gelato, Kinteract, Smartify, Annie
Mals, JustWears, TALA, HotelMap and Dropless) which we
consider to be fair value.
Our portfolio has not been directly affected by the
geopolitical unrest in Ukraine.
Valuation
Investments held by the Company have been valued in
accordance with the International Private Equity and Venture
Capital (IPEVC) valuation guidelines December 2018
developed by the British Venture Capital Association and
other organisations. Through these guidelines, investments
are valued as defined at ‘fair value’.
In determining fair value, the Investment Adviser uses
various valuation approaches, including a combination of
the price of recent investment and a market-based approach.
The market approach ascribes a value to a business interest
or shareholding by comparing it to similar businesses, using
the principle of substitution: that is, that a prudent purchaser
would pay no more for an asset than it would cost to acquire
a substitute asset with the same utility and income earning
potential. Price of recent value will only be used as fair value
after careful consideration of all the facts and circumstances
concerning the underlying investment.
The portfolio valuations are prepared by the Investment
Adviser, before being reviewed and approved by the Board
each quarter and subject to audit annually.
Further details may be found in the Investment Portfolio and
Investment Review on pages14 to 35.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
13

*Added to investments in the Financial Statements
Investment Portfolio
As at 31March 2022 As at 31March 2021
Cost
£’000
Fair value
£’000
% of net
assets
Cost
£’000
Fair value
£’000
% of net
assets
Wellness
United Fitness Brands 5,276 2,891 1.4% 3,276 3,150 2.4%
KX 700 1,654 0.8% 700 1,066 0.8%
Beryl 553 1,889 0.9% 553 1,771 1.3%
KXU 1,034 790 0.4% 1,034 790 0.6%
Lyma 2,000 19,613 9.8% 2,000 9,667 7.3%
Thriva 1,330 10,376 5.2% 1,330 2,426 1.8%
Eave 2,750 2,166 1.1% 2,000 2,000 1.5%
Cydar 3,000 3,000 1.5% – – 0.0%
16,643 42,378 21.1% 10,893 20,869 15.7%
Food, Beverage & Hospitality
Chilango 635 – 0.0% 635 – 0.0%
Five Guys 3,311 8,048 4.0% 2,083 5,507 4.2%
Chucs Restaurants 2,220 3,762 1.9% 2,220 2,220 1.7%
Second Home 1,485 294 0.1% 1,485 392 0.3%
Sourced Market 7,447 – 0.0% 6,247 2,350 1.8%
Secret Food Tours 2,000 1,637 0.8% 1,000 500 0.4%
Rubies In The Rubble 732 732 0.4% 250 250 0.2%
Hackney Gelato 2,700 2,800 1.4% 1,599 1,700 1.3%
Plenish – – 0.0% 3,895 8,750 6.6%
20,529 17,272 8.6% 19,415 21,668 16.3%
Education
N is for Nursery 5,200 9,273 4.6% 3,200 5,220 3.9%
Kinteract 2,935 2,958 1.5% 1,975 2,062 1.6%
Stitch & Story 4,000 1,592 0.8% 2,000 4,514 3.4%
Toucantech 1,000 1,431 0.7% 1,000 1,000 0.8%
Smartify 1,000 1,000 0.5% 1,000 1,000 0.8%
Annie Mals 500 500 0.2% – – 0.0%
14,635 16,755 8.4% 9,175 13,796 10.4%
Design
Kat Maconie 1,850 2,550 1.3% 1,850 3,765 2.8%
Troubadour 2,540 4,274 2.1% 1,740 2,664 2.0%
Bella Freud 3,227 6,318 3.2% 2,738 5,830 4.4%
Alexa Chung 4,122 – 0.0% 3,733 3,131 2.4%
Me+Em – – 0.0% 955 6,757 5.1%
Heist 6,249 2,658 1.3% 4,749 5,508 4.2%
PlayerLayer 5,852 0 0.0% 4,701 4,651 3.5%
JustWears 2,000 2,000 1.0% – – 0.0%
TALA 200 200 0.1% – – 0.0%
26,039 18,000 9.0% 20,466 32,305 24.4%
Media
Boat 3,250 6,950 3.5% 3,250 6,950 5.2%
Stillking 1,452 5,720 2.9% 1,452 1,968 1.5%
Popsa 5,200 13,684 6.8% 4,400 9,063 6.8%
Roto VR 1,750 774 0.4% 1,500 1,500 1.1%
11,652 27,128 13.5% 10,602 19,481 14.7%
Digital Services
Rated People 641 1,057 0.5% 641 993 0.7%
Wishi 153 1,143 0.6% 153 153 0.1%
Unbolted 400 553 0.3% 400 500 0.4%
HotelMap 1,500 1,500 0.7% 1,500 750 0.6%
Floom 4,415 5,914 3.0% 2,415 2,193 1.7%
Credentially 3,000 3,962 2.0% 1,000 1,000 0.8%
Dropless 3,750 3,750 1.9% 1,750 1,750 1.3%
OnePlan 3,750 7,426 3.7% – – 0.0%
Coat 3,000 5,260 2.6% – – 0.0%
Peckwater Brands 1,000 4,486 2.2% – – 0.0%
Stylindex – – 0.0% 663 – 0.0%
21,610 35,053 17.5% 8,523 7,339 5.5%
Total Portfolio before interest 111,108 156,587 78.1% 79,074 115,459 87.0%
Interest rolled up in fixed income investments* – 4,858 2.4% – 3,620
2.7%
Total Portfolio including interest 111,108 161,445 80.5% 79,074 119,079 89.8%
Other Net Assets 39,140 39,140 19.5% 13,587 13,587 10.2%
Total NAV 150,248 200,585 100.0% 92,661 132,666 100.0%
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
14

21.1%
Wellness
Food, Beverage
& Hospitality
8.6%
Education
8.4%
Design
9.0%
Media
13.5%
other net assets
21.9%
Digital Services
17.5%
total net assets
£200.6 million
Segment analysis
The chart below shows the segmental breakdown of the investment
portfolio based on NAV at 31March 2022.
Investment Portfolio continued
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
15

Wellness
KX Gym, founded in 2002, is a private members’ gym
and spa, which includes a restaurant and clubroom,
located in Chelsea, London. KX offers members an
exclusive holistic approach to wellbeing, incorporating
fitness, diet and relaxation.
United Fitness Brands (UFB) exists to curate the
best-in-class fitness verticals and support them through
national and international growth. It was formed in
early 2021 through the merger of Boom Cycle, an indoor
cycling concept which offers a fun, high-intensity
cardiovascular workout, and KOBOX, a gym group
focused on making boxing accessible to everyone.
The group has gone on to acquire Barrecore, which
offers Barre classes from 13 locations across the UK, and
merged with Triyoga by the end of 2021. The company
is currently looking to raise funds.
of net assets
21.1%
£’000
Cost £5,276
Valuation £2,891
Interest rolled up in fixed income investment £141
Basis of valuation Multiples
Equity holding 20.3%
Investment in the year at cost £2,000
Total income recognised in the year £nil
£’000
Cost £700
Valuation £1,654
Interest rolled up in fixed income investment £nil
Basis of valuation Multiples
Equity holding 11.8%
Investment in the year at cost £nil
Total income recognised in the year £nil
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
16

Beryl is focused on changing the way cities move.
The company offers bike sharing schemes, with over
4,000 bikes across the UK as well as its innovative laser
light, as seen on the London Santander Cycles hire
bikes. Beryl’s bike hire is currently available in
Bournemouth, Poole, Hereford, Norwich, Watford and
the Isle of Wight. Transport for Greater Manchester has
awarded Beryl the contract to design, deliver and
operate its cycle hire scheme.
£’000
Cost £553
Valuation £1,889
Interest rolled up in fixed income investment £nil
Basis of valuation Most recent round
Equity holding 4.1%
Investment in the year at cost £nil
Total income recognised in the year £nil
KX Urban (KX U) is a pay-as-you-go development of the
established KX luxury gym brand. It offers a range of
gym classes—including Hiit & Run, Body Barre, yoga,
boxing and spinning—within a high-quality gym
environment with a healthy food and beverage offering.
£’000
Cost £1,034
Valuation £790
Interest rolled up in fixed income investment £nil
Basis of valuation Multiples
Equity holding 10.3%
Investment in the year at cost £nil
Total income recognised in the year £71
LYMA is a luxury wellness brand. The company worked
closely with the world’s leading nutritional scientists,
combining intensive R&D with the latest technological
advances to produce a unique and high-quality,
evidence-based nutritional supplement. It also launched
a world first medical-grade laser, which can be used
safely at home in conjunction with a newly-formulated
serum and mist.
£’000
Cost £2,000
Valuation £19,612
Interest rolled up in fixed income investment £nil
Basis of valuation Multiples
Equity holding 19.8%
Investment in the year at cost £nil
Total income recognised in the year £nil
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
17

Thriva is a proactive healthcare service, which offers
at-home blood tests for a range of health markers such
as Vitamin B12, Vitamin D, liver function, omega and
iron. Consumers receive the testing kit in the post and
receive NHS-grade results. The company also offers a
range of supplements, which are recommended and
offered to users based on their test results. The
company is also working with several government
agencies on conducting tests to support their programs.
Cydar is a medical software company that improves
patient outcomes by providing a ‘sat nav for surgeons’,
which uses Artificial Intelligence (AI) to enhance
image-guided surgery. The first application of the
software is in the field of endovascular surgery.
£’000
Cost £1,330
Valuation £10,376
Interest rolled up in fixed income investment £nil
Basis of valuation Multiples
Equity holding 5.2%
Investment in the year at cost £nil
Total income recognised in the year £nil
£’000
Cost £3,000
Valuation £3,000
Interest rolled up in fixed income investment £nil
Basis of valuation Most recent round
Equity holding 7.4%
Investment in the year at cost £3,000
Total income recognised in the year £nil
NEW
NEW
Eave aims to help prevent avoidable deafness through
monitoring of, and protection against, damaging noise
levels. Its first product is a pair of smart ear defenders
designed for the construction industry.
Unlike traditional passive hearing protection, these
work as part of a complete solution to protect workers
from hearing damage, as well as to detect and report
noise levels.
£’000
Cost £2,750
Valuation £2,166
Interest rolled up in fixed income investment £20
Basis of valuation Most recent round
Equity holding 16.6%
Investment in the year at cost £750
Total income recognised in the year £20
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
18

Food, Beverage
Hospitality
Five Guys was founded in 1986 in the US. The company
serves a range of hand-made burgers made with fresh,
locally-sourced beef and cooked on a grill, along with
fresh-cut fries, served with unlimited toppings. It now
has over 110 outlets in the UK and expanding in Europe.
£’000
Cost £3,311
Valuation £8,048
Interest rolled up in fixed income investment £2,720
Basis of valuation Multiples
Equity holding 1.0%
Investment in the year at cost £nil
Total income recognised in the year £1,205
of net assets
8.6%
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
19

Chucs is a restaurant concept reflecting the style and
branding of the Italian Riviera.
The first restaurant opened on Dover Street in Mayfair,
London in 2014. The brand has since expanded to
Westbourne Grove, Belgravia, St John’s Wood,
Kensington and Chelsea.
£’000
Cost £2,220
Valuation £3,762
Interest rolled up in fixed income investment £nil
Basis of valuation Multiples
Equity holding 25.0%
Investment in the year at cost £nil
Total income recognised in the year £nil
Second Home offers flexible and modern office space for
fast-growing technology firms and creative businesses.
Combining architectural design with first-class
amenities, Second Home provides users with an
impressive office environment in which to locate their
business for the short, medium and long term. The
company has sites in London, Lisbon and Los Angeles.
£’000
Cost £1,485
Valuation £294
Interest rolled up in fixed income investment £nil
Basis of valuation Multiples
Equity holding 2.7%
Investment in the year at cost £nil
Total income recognised in the year £nil
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
20

Secret Food Tours is a rapidly-growing food and
beverage tour company that has developed a scalable
and profitable approach to global expansion. Its flagship
events centre on high-end food tours, culinary events
and nightlife tours. The company operates tours across
four continents.
Sourced Market is a retail, café and restaurant concept
that offers a curated selection of locally-sourced fresh
produce, replicating the products and ambience found at
a farmers’ market. The company’s flagship site is situated
at St Pancras station in London. As part of its recent
transition to a travel hub model, Sourced Market opened
a new site at the motorway service station in Leeds
Skelton in 2020 and in Cobham in October 2021.
The business is currently in administration.
£’000
Cost £2,000
Valuation £1,637
Interest rolled up in fixed income investment £nil
Basis of valuation Most recent round
Equity holding 20.5%
Investment in the year at cost £1,000
Total income recognised in the year £nil
£’000
Cost £7,4 45
Valuation £nil
Interest rolled up in fixed income investment £nil
Basis of valuation Market Value
Equity holding 40.5%
Investment in the year at cost £1,200
Total income recognised in the year £nil
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
21

Hackney Gelato was established in 2015 by two chefs,
Sam and Enrico, who learnt the craft from the master
Gualtieri of Sicily. The brand has quickly become one of
the leading suppliers to high-end London restaurants,
as well as retail customers through multiple channels
including Ocado, Waitrose, Tesco, Whole Foods and
independent retail outlets. Hackney Gelato has won
31 Great Taste awards in four years.
£’000
Cost £2,700
Valuation £2,800
Interest rolled up in fixed income investment £nil
Basis of valuation Most recent round
Equity holding 34.7%
Investment in the year at cost £1,100
Total income recognised in the year £nil
£’000
Cost £732
Valuation £732
Interest rolled up in fixed income investment £nil
Basis of valuation Most recent round
Equity holding 9.3%
Investment in the year at cost £482
Total income recognised in the year £nil
Rubies in the Rubble was founded in 2012 and produces
sustainable condiments. Every Rubies product makes
use of otherwise discarded ingredients: aesthetically
rejected fruit and vegetables, or under-utilised by-
products of food production. The business has focussed
on the OOH (out of home) market, while also being
stocked in leading supermarkets. Its range includes
mayo, relishes and ketchup that contains three times
more fruit and 50% less sugar than competitors.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
22

Education
Kinteract is a digital education platform that enables
collaboration between teachers, students and parents,
and provides guidance to aid child development.
It serves the entire school and learning sector, both
in the UK and internationally. Kinteract is delivered
through a simple and elegant interface on desktop,
tablet and mobile versions, and allows practitioners,
parents and students to record events linked to their
learning and development in a collaborative way.
N Nursery & Family Club is a seven-day-a-week
neighbourhood club, which offers a nursery (N Nursery)
during the week and a family club space (N Family Club) at
weekends. N Nursery & Family Club is open 51 weeks per
year, closing only between Christmas and New Year.
To provide parents with a flexible offering, the nursery
is open from 7am to 7pm. The business has 17 live sites
including its latest additions.
£’000
Cost £2,935
Valuation £2,958
Interest rolled up in fixed income investment £nil
Basis of valuation Most recent round
Equity holding 40.9%
Investment in the year at cost £960
Total income recognised in the year £nil
£’000
Cost £5,200
Valuation £9,273
Interest rolled up in fixed income investment £58
Basis of valuation Most recent round
Equity holding 12.2%
Investment in the year at cost £2,000
Total income recognised in the year £79
of net assets
8.4%
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
23

Toucantech is a software-as-a-service (SaaS) CRM and
website-builder used by schools, charities and companies
to run their communities. It allows organisations to
manage marketing, fundraising, alumni communications
and events in one easy-to-use, vertically-integrated and
cost-effective platform.
Stitch & Story is a modern craft brand, selling all-in-one
DIY kits accompanied by bespoke online tutorials to
teach viewers knitting and crafting techniques. Stitch &
Story sells its products in the US and UK, both online
and through third-party retailers such as John Lewis,
Liberty and Fenwick, alongside over 100 boutique gift
stores nationwide.
NEW
£’000
Cost £1,000
Valuation £1,431
Interest rolled up in fixed income investment £nil
Basis of valuation Multiples
Equity holding 13.3%
Investment in the year at cost £nil
Total income recognised in the year £nil
£’000
Cost £4,000
Valuation £1,592
Interest rolled up in fixed income investment £nil
Basis of valuation Most recent round
Equity holding 34.5%
Investment in the year at cost £2,000
Total income recognised in the year £nil
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
24

NEW
NEW
£’000
Cost £1,000
Valuation £1,000
Interest rolled up in fixed income investment £nil
Basis of valuation Most recent round
Equity holding 20.0%
Investment in the year at cost £nil
Total income recognised in the year £nil
£’000
Cost £500
Valuation £500
Interest rolled up in fixed income investment £nil
Basis of valuation Most recent round
Equity holding 20.0%
Investment in the year at cost £500
Total income recognised in the year £nil
Smartify is an award-winning digital platform used
by some of the world’s most popular art and cultural
institutions to bring their content to life. Smartify gives
its users access to audio tours, a ‘Shazam for art’ feature
covering more than two million artworks, and a suite of
distance learning tools produced in association with the
world’s leading cultural institutions. Smartify was
launched in 2017 by Tate trustee Anna Lowe and digital
entrepreneur Thanos Kokkiniotis. The company’s app
is the UK’s most popular museum app.
Annie Mals was incorporated in November 2021 by
Emily Samuels, an award-winning charity fundraiser and
Oxbridge classics graduate. Emily has drafted a series of
15 to 20 illustrated children’s books for four-to-six-year-
olds. Once the first books have been published, Emily
plans to license the characters for television animation
and short-form YouTube content, with toys, clothing,
and accessories also in the proposed pipeline.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
25

Design
Kat Maconie, founded in 2008, designs and
manufactures distinctive ladies’ boots and shoes which
are sold online, in department stores and boutiques
globally. In the summer of 2017, the company
collaborated with a Korean cosmetic major, resulting
in a significant expansion in sales in the Asian market.
This led to the launch of the Kat Maconie make-up
range in 2019. The company opened its first retail
concept store in Bermondsey in early 2019, which
offers shopping and women’s beauty treatments.
£’000
Cost £1,850
Valuation £2,550
Interest rolled up in fixed income investment £310
Basis of valuation Multiples
Equity holding 24.8%
Investment in the year at cost £nil
Total income recognised in the year £96
£’000
Cost £2,540
Valuation £4,274
Interest rolled up in fixed income investment £118
Basis of valuation Most recent round
Equity holding 40.5%
Investment in the year at cost £800
Total income recognised in the year £68
Troubadour Goods is a London-based luxury men’s and
women’s accessories brand. It specialises in designing
and creating superior handcrafted leather and textile
goods, including an affordable range of products.
Troubadour has recently opened its first London store at
65 Beak Street, with the entire collection on display.
of net assets
9.0%
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
26

Bella Freud is a fashion designer label producing a
range of high-end men’s and women’s clothing and
homeware, focusing on knitwear. The collections are
available at the flagship store on Chiltern Street in
London as well as online and through a range of luxury
retail boutiques and department stores in the UK and
around the world.
£’000
Cost £3,227
Valuation £6,318
Interest rolled up in fixed income investment £82
Basis of valuation Most recent round
Equity holding 44.1%
Investment in the year at cost £489
Total income recognised in the year £48
The iconic model and designer, Alexa Chung, launched
her fashion label in May 2017. The label offers accessible
luxury womenswear, producing four in-season collections
per year internationally, with stockists in over 15
countries. The management is working to deliver an
orderly wind-down of the business.
£’000
Cost £4,122
Valuation £nil
Interest rolled up in fixed income investment £nil
Basis of valuation Market Value
Equity holding 24.5%
Investment in the year at cost £389
Total income recognised in the year £nil
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
27

Established in 2015, Heist is a premium hosiery and
shapewear manufacturer. It seeks to redefine how these
products can feel and wear, using an innovative
combination of technology from sports and space.
The business has expanded its original range, launching
more products into its shapewear and underwear line.
£’000
Cost £6,249
Valuation £2,658
Interest rolled up in fixed income investment £208
Basis of valuation Most recent round
Equity holding 33.2%
Investment in the year at cost £1,500
Total income recognised in the year £48
PlayerLayer designs and manufactures customized
sports kits for universities, sports clubs and schools.
Since it was founded in 2008, it has become a leader in
the premium education market, providing clothing for
some of the top schools, universities and professional
clubs. The business is currently in administration.
£’000
Cost £5,852
Valuation £nil
Interest rolled up in fixed income investment £nil
Basis of valuation Market Value
Equity holding 34.5%
Investment in the year at cost £1,150
Total income recognised in the year £nil
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
28

We Are Tala (TALA) is a sustainable activewear brand
focused on ‘Gen Z’ (the generation born between 1997
and 2012) females. TALA was founded by fitness
influencer Grace Beverley, who has amassed a loyal
social media following of over a million on her personal
Instagram account.
£’000
Cost £200
Valuation £200
Interest rolled up in fixed income investment £nil
Basis of valuation Most recent round
Equity holding 1.2%
Investment in the year at cost £200
Total income recognised in the year £nil
JustWears is a men’s basics brand, looking to disrupt
a £31billion category that is dominated by stagnant
legacy brands and unsustainable products. JustWears is
currently selling its maiden product, men’s underwear.
The brand prides itself on the use of innovative
materials, with a focus on ergonomic designs and
comfort, using sustainable, biodegradable, high-
performance fabrics.
NEW
£’000
Cost £2,000
Valuation £2,000
Interest rolled up in fixed income investment £nil
Basis of valuation Most recent round
Equity holding 15.3%
Investment in the year at cost £2,000
Total income recognised in the year £nil
NEW
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
29

Media
Recognised as a significant worldwide media group
serving the superyacht industry, Boat International Media
provides information and data services across traditional
print, digital media and high-quality events. The
company continues to innovate: in 2019 it launched Boat
Pro, a superyacht database leveraging its large collection
of information on superyachts and the industry.
£’000
Cost £3,250
Valuation £6,950
Interest rolled up in fixed income investment £1,031
Basis of valuation Multiples
Equity holding 17.9%
Investment in the year at cost £nil
Total income recognised in the year £95
of net assets
13.5%
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
30

Stillking Films is a prolific producer of commercials, TV
series, feature films and music videos. The company has
created commercials for almost all Dow Jones and FTSE
advertisers. It has co-produced a number of successful
feature films, including Spider-Man: Far from Home,
The Falcon and the Winter Soldier and Quantum of
Solace. It has also created music videos for artists
including Beyoncé, Kanye West, Blur, Madonna
and One Direction.
Roto VR’s flagship product is an interactive virtual
reality (VR) chair. The chair syncs what users feel with
what they see, by auto-rotating wherever the user looks.
This phenomenon, known as gravitational presence, is
achieved by incorporating accelerometers, gyroscopes
and magnetometers inside the Roto Head tracker, a
small device that clips onto the user’s VR headset.
Popsa is a photobook app that uses proprietary machine
learning algorithms to reduce the average time it takes
for customers to produce photobooks from two hours
to just five minutes. Popsa operates in a billion-dollar
global industry that has been built on a clunky and
frustrating process. By automating the selection of a
customer’s most relevant photos, Popsa’s disruptive
software removes this frustration.
£’000
Cost £1,452
Valuation £5,720
Interest rolled up in fixed income investment £nil
Basis of valuation Multiples
Equity holding 4.9%
Investment in the year at cost £nil
Total income recognised in the year £nil
£’000
Cost £5,200
Valuation £13,684
Interest rolled up in fixed income investment £nil
Basis of valuation Most recent round
Equity holding 18.0%
Investment in the year at cost £800
Total income recognised in the year £nil
£’000
Cost £1,750
Valuation £774
Interest rolled up in fixed income investment £nil
Basis of valuation Most recent round
Equity holding 21.6%
Investment in the year at cost £250
Total income recognised in the year £nil
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
31

Digital services
Rated People, founded in 2005, is one of the UK’s
leading online marketplaces for homeowners to find
tradesmen for home improvement jobs. Trustpilot
reviews Rated People as “excellent” with a rating of
4.5 out of 5.
Wishi is an innovative fashion technology business.
It brings together personal styling and online wardrobe
management functionality to help fully exploit an
individual’s current wardrobe and provide new clothing
suggestions personalized to their look. The business has
recently launched its first white-label partnership with
a major international online fashion retailer.
£’000
Cost £641
Valuation £1,057
Interest rolled up in fixed income investment £nil
Basis of valuation Multiples
Equity holding 1.2%
Investment in the year at cost £nil
Total income recognised in the year £nil
£’000
Cost £153
Valuation £1,143
Interest rolled up in fixed income investment £nil
Basis of valuation Most recent round
Equity holding 1.2%
Investment in the year at cost £nil
Total income recognised in the year £nil
of net assets
17. 5%
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
32

HotelMap is a worldwide platform for managing hotel
bookings exclusively for business events such as
conferences, professional congresses, conventions and
trade shows. The company seeks to exploit advantages
associated with hotel booking for business events by
creating a completely autonomous on-demand platform.
HotelMap aims to become the dominant global brand in
the sector, enabling the platform to aggregate buying
power with hotel suppliers because of its ability to
manoeuvre the world’s largest audience of business
event delegates to HotelMap’s official hotels.
Unbolted provides a platform for peer-to-peer secured
lending, offering short-term liquidity to individuals
seeking bridging facilities, or advance sale loans for
personal or small business use. In late 2019 the
company launched its first mortgage product to
complement the existing asset-backed lending product.
£’000
Cost £1,500
Valuation £1,500
Interest rolled up in fixed income investment £nil
Basis of valuation Most recent round
Equity holding 5.2%
Investment in the year at cost £nil
Total income recognised in the year £nil
£’000
Cost £400
Valuation £553
Interest rolled up in fixed income investment £nil
Basis of valuation Multiples
Equity holding 5.7%
Investment in the year at cost £nil
Total income recognised in the year £nil
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
33

Founded in July 2015, Floom is a curated global
marketplace platform for independent florists; its
mission is to become the primary destination for
customers looking to send flowers worldwide. It also
encompasses FloomX, which provides a complete
back-office function for independent florists to make
their work more streamlined, efficient and ultimately
enjoyable. Floom is expanding its US operations by
working with small independent florists.
Dropless has grown rapidly, expanding beyond London
to Bristol and Manchester through its regional B2B
customers. Using their eco-friendly, non-hazardous
nano solutions, Dropless helps save over 150 litres of
water per vehicle wash. The company launched a scratch
and dent repair service in November 2020 and has also
recently completed the development of Dropless
Hydroloop, the world’s first closed-loop HGV
and LCV wash system.
NEW
£’000
Cost £4,415
Valuation £5,914
Interest rolled up in fixed income investment £nil
Basis of valuation Most recent round
Equity holding 24.5%
Investment in the year at cost £2,000
Total income recognised in the year £nil
£’000
Cost £3,750
Valuation £3,750
Interest rolled up in fixed income investment £26
Basis of valuation Most recent round
Equity holding 15.9%
Investment in the year at cost £2,000
Total income recognised in the year £26
Credentially is aiming to ease the administrative burden
placed on both medical and clerical staff when applying
for and filling job vacancies in health and social care.
This application process is resource-intensive and can
take up to six months. To reduce this burden,
Credentially has developed software that automates
the sign-up verification, and ongoing compliance of
employees. Following success in the UK market, it is
currently expanding in the US.
NEW
£’000
Cost £3,000
Valuation £3,962
Interest rolled up in fixed income investment £nil
Basis of valuation Most recent round
Equity holding 17.5%
Investment in the year at cost £2,000
Total income recognised in the year £nil
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
34

OnePlan has built a collaborative, easy-to-use, real-time
platform for event and venue planning. OnePlan
combines the world’s best selection of 2D, 3D, satellite
and aerial maps into its platform to provide planners
with a fully customizable solution to suit their event
planning needs. The user-friendly design allows
employees of all skill levels to use the platform without
specialist training.
Peckwater Brands develops virtual food brands for
delivery-only restaurant franchises. These are operated
by existing restaurant owners, allowing them to
increase their revenue. Since its commercial launch
in 2020, Peckwater has developed multiple brands,
ranging from Korean fried chicken wings to a plant-
based hot dog brand in partnership with Unilever.
Launched in September 2020, COAT Paints is a paint
brand seeking to disrupt a market dominated by ageing
incumbents. COAT provides premium, environmentally-
friendly paint at a cost around 20% lower than its direct
competitors. Coat’s entire range is water-based and
solvent-free, low VOC (volatile organic compounds),
100% vegan and 100% animal cruelty-free.
NEW
NEW
NEW
£’000
Cost £3,750
Valuation £7,426
Interest rolled up in fixed income investment £nil
Basis of valuation Most recent round
Equity holding 15.3%
Investment in the year at cost £3,750
Total income recognised in the year £nil
£’000
Cost £3,000
Valuation £5,260
Interest rolled up in fixed income investment £23
Basis of valuation Most recent round
Equity holding 21.7%
Investment in the year at cost £3,000
Total income recognised in the year £23
£’000
Cost £1,000
Valuation £4,486
Interest rolled up in fixed income investment £nil
Basis of valuation Most recent round
Equity holding 9.0%
Investment in the year at cost £1,000
Total income recognised in the year £nil
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
35

Statutory Reports
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
36

Strategic Report
Funds raised in a period of up to three years are excluded
from this requirement, but at least 30% of funds raised in
any accounting period must be invested in Qualifying
Investments by the anniversary of the end of the accounting
period in which those funds were raised.
For its Qualifying Investments, the Company will invest
primarily in companies whose shares are not traded on any
exchange, although it may also invest in companies whose
shares are traded on AIM or NEX, and will invest up to a
maximum of 15% (at the time of investment) in any single
Qualifying Investment. The Investment Manager will seek
to construct a portfolio comprising a diverse range of
businesses. It is expected that a substantial proportion of
the Qualifying Investments will be in the form of ordinary
shares, and in some cases preference shares or loans.
Non‑Qualifying Investment portfolio
Under current VCT legislation, the Company must have
invested at least 80% of funds raised in Qualifying
Investments within three years of the funds being raised
(70% until 31March 2020). However, this programme of
investment in Qualifying Investments will take time to
complete; thus in the first three years following a fundraise,
a considerable proportion of those funds will need to be
invested elsewhere, in Non-Qualifying Investments such
as certain money market securities, listed securities and
cash deposits. At any time after the end of the three years
of initial investment in Qualifying Investments, the
Company will hold no more than 20% of its funds in
Non-Qualifying Investments.
The portfolio of Non-Qualifying Investments will be managed
with the intention of generating a positive return. Until
suitable Qualifying Investments are identified, up to 20% of
the net proceeds of any offer will be invested in other funds,
with the balance being invested in other investments, which
may include money market securities and cash deposits.
Risk diversification
The Directors will control the overall risk of the portfolio
by ensuring that the Company has exposure to a diversified
range of unquoted companies, in particular, through targeting
a variety of sectors. The Company may invest in a diverse
range of securities: unquoted Qualifying Investments will
typically be structured as a combination of ordinary shares,
preference shares, convertible shares and loans. In order to
limit concentration risk in the portfolio, at the time of
investment no more than 15% by value of the relevant share
pool of the Company will be invested in any single portfolio
company. Further, at the time the investment is made, no
more than 10% in aggregate of the NAV of the Company may
be invested in other listed closed-ended investment funds.
Borrowing
In common with many other VCTs, although currently the
Board does not intend that the Company will borrow funds,
the Company has the ability to borrow funds provided that
the aggregate principal amount outstanding at any time does
not exceed 25% of the value of the adjusted capital and
reserves of the Company at the time the borrowings are
incurred. In summary, this is when the aggregate of (a) the
issued share capital, plus (b) any amount standing to the
credit of the Company’s reserves less (c) any distributions
declared and intangible assets and adjusting for any variation
to the above since the date of the relevant balance sheet.
This report has been prepared by the Directors in accordance
with the requirements of s414 of the Companies Act 2006
and incorporates the Financial Summary, Chair’s Statement
and Investment Portfolio section.
The aim of the Strategic Report is to provide shareholders
with the ability to assess how the Directors have performed
their duty to promote the success of the Company for
shareholders’ collective benefit.
Investment overview
The investment objective of the Company is to generate
tax-free capital gains and income on investors’ funds through
investment, primarily in companies that are founder-led,
while mitigating risk appropriately within the framework
of the structural requirements imposed on all VCTs.
Investment policy
Investment objectives
The Company will continue to invest in a diversified portfolio
of smaller companies, principally unquoted companies but
possibly also including stocks quoted on AIM or NEX,
selecting companies which the Investment Manager believes
provide the opportunity for value appreciation. Pending
investment in suitable Qualifying Investments, the
Investment Manager will make investments intended to
generate a positive return, which may include certain money
market securities, gilts, listed securities and cash deposits.
The Company will continue to hold up to 20% of its net
assets in such products after it is fully invested under the
VCT rules.
Investment strategy
For its “qualifying investments” (being investments which
comprise Qualifying Investments for a venture capital trust
as defined in Chapter 4 Part 6 of the Income Tax Act 2007)
(“Qualifying Investments”), the Company expects to invest
primarily in unquoted companies, although it may also invest
in companies whose shares are traded on AIM or NEX.
The Company will invest in a diverse range of businesses,
predominantly those which the Investment Manager
considers are capable of organic growth and, in the long
term, sustainable cash flow generation. It is likely that
investment will continue to be biased towards founder-led
and innovative businesses with an established brand or
where brand development opportunities exist. The Company
will invest in a small portfolio of carefully selected Qualifying
Investments where the Investment Manager should be able
to exert influence over key elements of each investee
company’s strategy and operations. The companies may
be at any stage in their development from start-up to
established businesses.
It is anticipated that, at any time, up to 20% of investments
will be held in non-VCT qualifying investments, recognising
that no single investment will represent more than 15% of
net assets (at the time of investment). Until suitable
Qualifying Investments are identified, up to 20% of the net
proceeds of any offer may be invested in other funds, with
the balance being invested in other investments, which may
include certain money market securities and cash deposits.
Asset allocation
Qualifying Investment portfolio
Under current VCT legislation, the Company must at all times
hold at least 80% of its funds in Qualifying Investments.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
37

• performance incentive fees are only payable to the
Manager if the Company’s cumulative realised investment
gains are greater than its cumulative realised investment
losses. This high watermark net realised investment gain
approach requires all realised investment losses, past and
future, to be recovered before any performance incentive
fees are paid;
• a Total Return hurdle of 3 pence per year from 14August
2020 must be achieved before a performance incentive fee
is paid to the Manager;
• the relevant performance incentive fees remain unchanged
at 20% of the amount by which cumulative realised
investment gains exceed cumulative realised investment
losses, less previous performance incentive fees paid to
the Manager;
• the relevant performance incentive fees will be calculated
at each financial year end and half year balance sheet dates
using information disclosed in the relevant year end or half
year financial statements; and
• unless all the above conditions are met, no performance
incentive fee will be payable to the Manager.
The adopted Deed of Amendment & Restatement also revised
the duration of the Investment Manager’s appointment under
the IMA. Under the pre-14August 2020 IMA, there were a
further three years to run on the initial fixed ten-year term
(after which the IMA would be terminated on one year’s notice
by either the Company or the Manager). It was resolved to
revise these arrangements so that although the Company’s
current assets and funds would continue to be subject to a
one-year rolling notice period, in future the Manager would
have the benefit of a five-year term in relation to any new
funds (“New Funds”) raised by the Company (and any
investments acquired from New Funds). This would revert to
a rolling term with termination on one year’s notice by either
the Company or the Manager after the expiry of the relevant
five-year period, although notice to terminate in respect of
New Funds given by the Manager would not take effect until
such time as the Manager ceases to manage any New Funds.
The Directors are of the opinion that the Investment Manager
continues to raise, invest and manage funds for the Company
successfully and that the continuing appointment of the
Investment Manager on the terms agreed is in the interests
of all shareholders.
Venture Capital Trust status
The Company was granted approval as a Venture Capital Trust
by HM Revenue & Customs under s274 of the Income Tax Act
2007. The Directors have managed the affairs of the Company
in compliance with this section throughout the year under
review and intend to continue to do so.
Risk management
The Board has carried out a robust assessment of the
principal and emerging risks facing the Company through
a risk management programme whereby it continually
identifies the principal risks and uncertainties faced by the
Company, including those that would threaten its business
model, future performance, solvency or liquidity, and reviews
both the nature and effectiveness of the internal controls
adopted to protect the Company from such risks as far as is
possible. The principal risks facing the Company are Venture
Capital Trust status risk and investment valuation and
liquidity risk.
Strategic Report continued
Business review
A detailed review of the Company’s development and
performance during the year and consideration of its future
prospects may be obtained by reference to this Report, the
Chair’s Statement (pages8 and 9) and the Investment
Manager’s Review (pages12 and 13). Details of the
investments made by the Company are given in the
Investment Portfolio section (pages14 and 15). A summary
of the Company’s key financial measures is given on pages
6 and 7.
The Directors consider the following Key Performance
Indicators (KPIs) to assess whether the Company is achieving
its strategic objectives:
• Net Asset Value and NAV Total Return (discussed on pages
6 and 7)
• Return per Share (page7)
The Directors believe these measures help shareholders
assess how effectively the Company is applying its
investment policy and are satisfied the results give a good
indication of whether the Company is achieving its
investment objectives and policy. The KPIs are established
industry measures and have been discussed in detail in the
Chair’s Statement and Investment Manager’s Report on pages
8, 12 and 13.
Management agreement
Pembroke Investment Managers LLP (the “Investment
Manager”), which is authorised and regulated by the Financial
Conduct Authority to conduct investment business, is the
Investment Manager of the Company under the terms of an
investment management agreement entered into on
15February 2013, novated to the Investment Manager on
1July 2014 and varied on 1March 2013, 3October 2014,
1December 2017 and 16July 2020 (the “IMA”). Pursuant to
the IMA, the Investment Manager provides discretionary and
advisory investment management services to the Company
in respect of its portfolio of investments. The Investment
Manager acts as the Alternative Investment Fund Manager
to the Company.
The Investment Manager provides services in accordance
with the IMA for which it receives a management fee subject
to a cost cap of 2% of the Company’s NAV subject to a cost
cap. The effect of the cost cap is to restrict the management
fee to 2% of NAV less the extent to which the Company’s
ordinary course annual costs and expenses exceed 0.5% of
NAV. The cost cap does not apply to costs and expenses
which are not in the ordinary course of the Company’s
business (for example, costs related to a share offer), any
performance incentive fee and costs and expenses outside
an agreed extensive list of standard ordinary course costs.
Contrary to many other Investment Managers, the Investment
Manager does not receive any arrangement fees, monitoring
fees, exit fees or directorship fees from any of the portfolio
companies or the Company itself.
As is customary in the venture capital industry, the
Investment Manager will be incentivised with a performance
fee to align the interests of the Investment Manager
and shareholders.
At a General Meeting held on 14August 2020, a Deed of
Amendment & Restatement dated 16July 2020 was approved
thereby revising the IMA and introducing a revised performance
incentive fee. The key features of the revised fee are:
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
38

The Company is also a member of the Venture Capital Trust
Association, whose aim is to promote and preserve the
contributions of the VCT sector to the UK investment
community and UK economy.
The tax rules, or their interpretation, in relation to an
investment in the Company and/or the rates of tax may
change during the life of the Company and may apply
retrospectively, which may adversely affect an investment
in the Company. In 2015 a sunset clause for VCT income tax
relief was introduced. This provides that income tax relief
will no longer be given to subscriptions made on or after
6April 2025, unless the legislation is renewed by an HM
Treasury order. The Company is monitoring this risk and the
potential impact on the Company.
Venture Capital Trust status risk
The Company is required to fulfil certain criteria in order to
maintain its VCT status. Where full approval as a VCT is not
maintained, this could potentially result in the loss of tax
relief (i.e. capital gains and income tax relief) which have
been provided to both the Company and investors alike.
The Investment Manager continually monitors compliance
with the relevant VCT regulations, and has engaged Philip
Hare & Associates LLP to provide periodic reports to
ensure compliance.
Investment valuation and liquidity risk
The Company invests in small to medium sized businesses,
some of which are start-up companies. This means, there is
an inherent degree of risk and lower liquidity than is the case
when investing in larger, established quoted companies.
The Investment Manager performs in-house due diligence
on all investments and commissions external advice and
diligence as required. In addition, the Company aims to
diversify its portfolio by investing in a range of industries
and companies at varying stages of development.
Internal control risk
Failures in key controls – in particular those designed to
mitigate Venture Capital Trust status risk and investment
valuation and liquidity risk – within the Board or within the
Investment 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.
The Board seeks to mitigate the internal control risk by
setting policy, regular reviews of investment performance,
financial information, enforcement of contractual obligations
and monitoring progress and compliance. Details of the
Company’s internal controls are included within the
Corporate Governance Statement.
Economic risk
Events such as COVID-19, Brexit, geo-political unrest,
inflation, economic recession and movement in interest rates
can affect investor sentiment towards liquidity risk, and
hence have a negative impact on the valuation of smaller
companies. COVID-19 and Brexit could also prove to be
events of opportunity as well. The Investment Manager seeks
to mitigate any risk by seeking to adopt a suitable investment
style for the current point in the business cycle, and to
diversify the exposure to underlying sectors and end markets.
Operational risk
Failure of the Investment Manager’s, or other contracted
third-parties’, accounting systems or disruption to their
businesses might lead to an inability to provide accurate
reporting and monitoring or loss to shareholders.
The Investment Manager regularly reviews the performance
of third-party suppliers at management meetings and the
Directors review the performance of the Investment Manager
at Board meetings.
Social, environmental, community and
human rights issues
The Company had no employees during the year and the
Company has five Directors, including one female. The
Company, being an externally managed investment company
with no employees, has no specific policies in relation to
environmental matters, social, community and human rights
issues although it is committed to supporting these across
its portfolio companies. The Company is promoting to its
shareholders a wider adoption of electronic communication
and electronic payments whilst using recycled paper for
those documents that continue to be printed.
Statement on long‑term viability
In accordance with the UK Corporate Governance Code in
2018 (the “2018 Code”), the Directors have considered their
obligation to assess the viability of the Company over a
period longer than the 12 months from the date of approval
of the Financial Statements required by the going concern
basis of accounting. The Directors have carried out a robust
assessment of the prospects of the Company for the period
to 31March 2027, taking into account the Company’s current
position and principal risks, and are of the opinion that, at
the time of approving the Financial Statements, there is a
reasonable expectation that the Company will be able to
continue in operation and meet liabilities as they fall due.
The Directors consider that for the purpose of this exercise
a five-year period is an appropriate time frame, as it allows
for reasonable forecasts to be made to allow the Board to
provide shareholders with reasonable assurance over the
viability of the Company. In making their assessment the
Directors have taken into account the nature of the
Company’s business and investment policy, its risk
management policies, the diversification of its portfolio
and the Company’s cash position.
Alternative Investment Fund Managers Directive
(“AIFMD”)
In July 2013 the AIFMD was implemented, a European
directive affecting the regulation of VCTs. The Company has
appointed its Investment Manager as its AIFM. The Company’s
Investment Manager was entered on the register of small
registered UK AIFMs in February 2014. As an AIFM, the
Investment Manager is required to submit an annual report to
the FCA setting out various information relating mainly to the
Company’s investments, principal exposures and liquidity.
By Order of the Board
The City Partnership (UK) Limited
Company Secretary
28June 2022
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
39

The report of the Independent Auditor is set out on pages
51 to 55 of this report. The Directors who were in office on
the date of approval of these Financial Statements have
confirmed that, as far as they were aware, there is no relevant
audit information of which the auditor is unaware. Each of the
Directors has taken all the steps they ought to have taken as
Directors in order to make themselves aware of any relevant
audit information that has been communicated to the auditor.
Future developments
The primary focus will continue to be on the development of
an investment portfolio which will deliver attractive returns
over the medium to longer term. The Company will continue
to provide support for the ongoing development of investee
companies and the Company’s Investment Manager will
continue to work closely with all investee companies towards
accelerating their growth and identifying possible exits in the
short to mid-term. Further details on the Company’s future
prospects may be found in the Outlook paragraph in the
Chair’s Statement on page9. Details of post balance sheet
events may be found at Note 25 to the Financial Statements.
Going concern
In accordance with FRC Guidance for Directors on going
concern and liquidity risk, the Directors have assessed the
prospects of the Company and are of the opinion that, at the
time of approving the Financial Statements, the Company has
adequate resources to continue in business for at least 12
months from the date of approval of the Financial
Statements. In reaching this conclusion the Directors took
into account the nature of the Company’s business and
Investment Policy, its risk management policies, the
diversification of its portfolio and the cash holdings.
They have also reviewed the budgets and forecasts, which
have been subject to liquidity stress tests performed by
the Investment Manager, and consider that the Company
has adequate financial resources to enable it to continue
in operational existence for at least twelve months from
the date of the approval of the financial statements. The
Company’s business activities, together with the factors likely
to affect its future development, performance and position
including the financial, geo-political unrest, COVID-19 and
Brexit related risks the Company is exposed to are set out in
the Strategic Report on pages37 to 39. As a consequence, the
Directors have a reasonable expectation that the Company
has sufficient cash to continue to operate and the Company
is well placed to manage its business risks successfully and
meet its liabilities as they fall due despite the current
emergency and unprecedented pace of change. Thus, the
Directors believe it is appropriate to continue to apply the
going concern basis in preparing the Financial Statements.
Financial instruments
Information on the principal financial instruments held by the
Company, including details about risk management, may be
found in the Investment Review forming part of the Strategic
report and at Note 21 to the Financial statements.
This Directors’ report incorporates the Corporate governance
statement on pages46 to 48 and the Statement of Directors
Responsibilities on page49.
Principal activity and status
The Company is registered as a public limited company in
England and Wales under registration number 08307631.
The Directors have managed and intend to continue to
manage the Company’s affairs in such a manner as to comply
with s274 of the Income Tax Act 2007.
Directors
The Directors of the Company during the period under review
were Jonathan Djanogly, Laurence Blackall, Mark Stokes,
Louise Wolfson and David Till. Brief biographical details of
the Directors are given on page10.
Share capital
There were 159,234,647 shares in issue at the year end.
During the year 53,112,984 shares were allotted under Offers
for subscription at an average price of 119.99 pence per share
raising £63.7million before deducting issue costs. 1,333,860
shares were allotted under the FlexiDRIS at an average price
of 115.43 pence per share raising £1.5million.
Since the year end, 6,967,463 shares have been issued, refer
to Note 25 on page73 for further details.
The Company will consider requests to buy back shares but
is mindful that investment in the Company was promoted
as comparatively long term with venture capital portfolios
typically taking from five to seven years to mature. During the
year to 31March 2022 9,449,365 shares were bought back by
the Company.
The rights and obligations attaching to the Company’s shares
are set out in the Company’s Articles of Association, copies of
which can be obtained from Companies House. The holders
of shares are entitled to receive dividends when declared, to
receive the Company’s report and accounts, to attend and
speak at general meetings, to appoint proxies and to exercise
voting rights. There are no restrictions on the voting rights
attaching to the Company’s shares or the transfer of
securities in the Company.
Substantial shareholdings
At 31March 2022 and as at the date of this report there were
no holdings representing (directly or indirectly) 3% or more
of the voting rights attached to the issued share capital of
the Company.
Independent auditor
A resolution to appoint BDO LLP as Independent Auditor will
be proposed at the forthcoming AGM.
Accountability and audit
The Directors’ responsibility statement in respect of the
Financial Statements is set out on page49 of this report.
Directors’ Report
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
40

Section 172 Statement: Directors’ duty to promote
the success of the Company
This section sets out the Company’s Section 172 Statement
and should be read in conjunction with the other contents of
the Strategic Report. The Directors have a duty to promote
the success of the Company for the benefit of its members as
a whole. In fulfilling this duty, the Directors have regard to a
number of matters including:
• the likely consequences of any decision in the long term;
• the interests of the Company’s employees;
• the need to foster business relationships with suppliers,
customers and others;
• the impact of the Company’s operations on the community
and the environment;
• the desirability of the Company maintaining a reputation
for high standards of business conduct; and
• the need to act fairly between members of the Company.
As an externally managed investment company, the Company
does not have employees. Its main stakeholders therefore
comprise the shareholders, the Investment Manager, investee
companies and a small number of service providers.
Shareholders
The Board places great importance on communication with
its shareholders and encourages shareholders to attend the
AGM and welcomes communication from shareholders as
described more fully on page48 in the Corporate Governance
Statement.
Investment Manager
The investment management services are fundamental to the
long-term success of the Company through the pursuit of the
investment objectives. The Board’s decisions are intended to
achieve the Company’s objective to invest in a diversified
portfolio of smaller, principally unquoted companies which
the Investment Manager believes provide the opportunity for
value creation. The Board regularly monitors the Company’s
performance in relation to its investment objectives and
seeks to maintain a constructive working relationship with
the Investment Manager. Representatives of the Investment
Manager attend each quarterly board meeting and provide an
update on the performance of companies in the portfolio.
Investee companies
The Company’s performance is directly linked to the
performance of its underlying investee companies and
accordingly communication with those companies is regarded
as very important. The Investment Manager has a director on
the board of the many, but not all, of the portfolio companies
and communicates with all of them irrespective of this on
a regular basis. All investments also carry information rights
so that the Company is provided with reporting updates at
least quarterly.
Regulators
As the Company is a UK listed Company, the Board and
Investment Manager comply with the Companies Act, and the
requirements of the UKLA, HMRC, UK Accounting Standards
and FCA regulatory requirements in addition to the Alternative
Investment Fund Managers Directive, to ensure the Company can
continue to trade. The Company continued to comply with these
regulations throughout the year and to the date of this Report.
Key decision making
The Board has policies for dividends, share buybacks and the
dividend reinvestment scheme which are discussed regularly
and also discusses fundraising each year to ensure funds are
available for investment where opportunities exist with new
or existing investee companies. The Board also discusses the
cash balances, distributable reserves and the VCT rules to
ensure the Company can pay stable dividends for investors,
with additional special dividends linked to investment
realisations, and conducts share buybacks.
Other service providers
Certain providers such as registrar, receiving agent, tax
adviser, auditor, lawyers and others contract directly with the
Company and do work on its behalf. Some providers such as
the distributor provide their services to the Company via a
contract with the Investment Manager. The quality of the
provision of these services is considered by the Directors at
Board meetings. The Board’s primary focus in promoting the
long-term success of the Company for the benefit of the
members as a whole is to direct the Company with a view to
achieving the investment objective in a manner consistent
with its stated investment policy and strategy.
Global greenhouse gas emissions
The Company has no direct greenhouse gas emissions or
energy consumption to report from its operations, being an
externally managed investment company. The Company does
not fall within the scope of The Companies (Directors’ Report)
and Limited Liability Partnerships (Energy and Carbon Report)
Regulations 2018 effective as of 1April 2019 which
implements the Government’s policy on Streamlined Energy
and Carbon Reporting, replacing the Carbon Reduction
Commitment Scheme. The 2018 Regulations require
companies that have consumed over 40,000 kilowatt-hours
of energy to include energy and carbon information in their
Directors’ Report. This does not apply to the Company as it
qualifies as a low energy user.
Requirements of the Listing Rules
Listing Rule 9.8.4 requires the Company to include certain
information in a single identifiable section of the Annual
Report or a cross reference table indicating where this
information is set out. The Directors confirm that there are
no disclosures required to be made in this regard.
By Order of the Board
The City Partnership (UK) Limited
Company Secretary
28June 2022
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
41

Directors’ Remuneration Report
Directors’ remuneration policy
The Board considers that Directors’ fees should reflect the
time commitment required and the high level of responsibility
borne by Directors, and should be broadly comparable to the
fees paid by similar companies while ensuring that the fees
payable are appropriate to retain individuals of sufficient
calibre to lead the Company in achieving its short and
long-term strategy. The Company’s Articles of Association,
further to a resolution passed at a General Meeting held on
14August 2020, place an overall annual limit of £150,000
(£100,000 pre-14August 2020) on Directors’ remuneration.
None of the Directors is eligible for pension benefits, share
options, bonuses or other benefits in respect of their services
as non-executive Directors of the Company. The Board has
not received any views from the Company’s shareholders in
respect of the levels of Directors’ remuneration.
This policy was last approved by members at the AGM in 2020.
Terms of appointment
None of the Directors has a service contract with the
Company. On being appointed, all Directors received a letter
from the Company setting out the terms of their
appointment, details of the fees payable and their specific
duties and responsibilities. A Director’s appointment may be
terminated by the Director or by the Company on the expiry
of three months’ notice in writing given by the Director or the
Company as the case may be. No arrangements have been
entered into between the Company and the Directors to
entitle any of the Directors to compensation for loss of office.
The letters of appointment are available for inspection on
request from the Company Secretary. The Company’s Articles
of Association provide that the Directors will be subject to
election at the first annual general meeting after their
appointment and at least every three years thereafter. Brief
biographical details of the Directors are given on page10.
This report has been prepared by the Directors in accordance
with The Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008 (as amended)
(the “Regulations”). An ordinary resolution for the approval
of the Directors’ Annual Report on Remuneration will be put
to members at the forthcoming AGM.
The Company’s auditor, BDO LLP, is required to give its
opinion on certain information included in this report.
The disclosures which have been audited are indicated
as such. The auditor’s opinion on these and other matters
is set out in their report on pages 51 to 56.
Annual statement from the Chair of the Company
Jonathan Djanogly and Laurence Blackall began their term
on 27November 2012. David Till was appointed as a Director
of the Company on 28August 2018. Mark Stokes and Louise
Wolfson were appointed as Directors on 1January 2021.
The Board resolved that, with effect from 1April 2020, the
Chair’s annual fee would be increased to £30,000 (from
£20,000) and the annual fee for other Directors would be
increased to £25,000 (from £15,000). David Till has waived
his annual fee with effect from 1April 2020.
The Company has introduced a Remuneration and Nomination
Committee which shall meet as required, and at least annually.
The committee will review the appointments to the Board and
its committees and the levels of director remuneration.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
42

Directors’ annual report on remuneration
Directors’ fees for the year (audited)
The fees payable to individual Directors in respect of the year ended 31March 2022 are shown in the table below.
*Mark Stokes and Louise Wolfson were appointed to the Board on 1January 2021.
**David Till waived his annual fee with effect from 1April 2020.
No taxable benefits were paid to the Directors, no pension related benefits were paid to the Directors and no monies or other
assets were received or receivable by the Directors for the relevant financial year. There were no fees payable to past Directors
or payments made for loss of office. There is no comparative information in respect of employee remuneration as the Company
has no employees.
Fees are not specifically related to the Directors’ performance, either individually or collectively.
Director
Total annual
fee
£
Total fee paid for the
year ended 31.03.22
£
Total fee paid for the
year ended 31.03.21
£
Jonathan Djanogly 30,000 30,000 30,000
Laurence Blackall 25,000 25,000 25,000
Mark Stokes* 25,000 25,000 6,250
Louise Wolfson* 25,000 25,000 6,250
David Till** 25,000 nil nil
Relative importance of spend on pay
The table below shows the total remuneration paid to the Directors and shareholder distributions in the year to 31March 2022
and the prior year. There were no outstanding balances due at the year end.
Year ended
31.03.22
£
Year ended
31.03.21
£
Percentage
increase
%
Total Directors’ fees 105,000 67,500 55
Dividend 9,290,670 7,224,890 28
Total Directors’ fees as a % of dividend 1.1% 0.9% -
Directors’ shareholdings (audited)
The beneficial interests of the Directors in the shares of the Company at the year end were as follows:
The Company confirms that it has not set out any formal requirements or guidelines for a Director to own shares in the Company.
As at 31.03.22 As at 31.03.21
Director
shares
held
% of
shares
in issue
shares
held
% of
shares
in issue
Jonathan Djanogly 75,992 0.048 75,992 0.07
Laurence Blackall 307,942 0.193 307,942 0.27
Mark Stokes 17,178 0.011 n/a n/a
Louise Wolfson 8,250 0.005 n/a n/a
David Till 410,437 0.258 329,334 0.29
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
43

130p
135p
160p
155p
150p
145p
140p
190p
185p
180p
175p
170p
165p
31 Mar
2015
30 Sep
2015
31 Mar
2017
30 Sep
2016
31 Mar
2019
30 Sep
2017
31 Mar
2018
30 Sep
2018
31 Mar
2020
30 Sep
2019
31 Mar
2022
30 Sep
2020
31 Mar
2021
30 Sep
2021
31 Mar
2016
90p
95p
120p
115p
110p
105p
100p
125p
Pembroke VCT plc B Ordinary shares
NAV per B Ordinary share
Total return per B Ordinary shareTotal return per B Ordinary share (inc. 30% tax rebate)
On behalf of the Board
Jonathan Djanogly
Director
28June 2022
Directors’ Remuneration Report continued
At the AGM held on 30September 2021, 99.02% of the votes cast were for, 0.98% of the votes cast were against, and 49,461
shares were withheld in respect of the resolution approving the Directors’ remuneration report.
Company performance
The Board is responsible for the Company’s investment strategy and performance, although the management of the Company’s
investment portfolio is delegated to the Investment Manager through a management agreement. The Directors consider that a
comparison of investment performance against the FTSE UK Small Cap Index is the best available metric, although readers
should note that the differences between the scale, capital structure and liquidity of investments in the two differ markedly.
The graph below illustrates the Company’s share price, net asset value and total return per share with the total return from a
notional investment of 100p in the FTSE UK Small Cap Index over the same period.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
44

130p
135p
160p
155p
150p
145p
140p
190p
185p
180p
175p
170p
165p
31 Mar
2015
30 Sep
2015
31 Mar
2017
30 Sep
2016
31 Mar
2019
30 Sep
2017
31 Mar
2018
30 Sep
2018
31 Mar
2020
30 Sep
2019
31 Mar
2022
30 Sep
2020
31 Mar
2021
30 Sep
2021
31 Mar
2016
90p
95p
120p
115p
110p
105p
100p
125p
Pembroke VCT plc B Ordinary shares
NAV per B Ordinary shareTotal return per B Ordinary shareTotal return per B Ordinary share (inc. 30% tax rebate)
Governance
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
45

This will ensure continuity of experience within the
Company’s Board as it prepares for succession planning
in the near to medium term.
Directors are provided with key information on the Company’s
activities including regulatory and statutory requirements
and internal controls by the Company’s VCT status adviser,
Philip Hare & Associates LLP, and by the Company Secretary,
The City Partnership (UK) Limited. The Board has direct
access to corporate governance advice and compliance
services through the Company Secretary, which is responsible
for ensuring that Board procedures are followed and
compliance requirements are met.
All Directors may take independent professional advice in
furtherance of their duties as necessary.
The Board is responsible to shareholders for the proper
management of the Company and looks to meet on at least
four occasions each year. It has formally adopted a schedule
of matters which must be brought to it for decision, thus
ensuring that it maintains full and effective control over
appropriate strategic, financial, operational and compliance
issues. Those matters include the appointment or removal of
the Investment Manager and monitoring the performance of
the Investment Manager and investee companies. The Chair
and the Company Secretary establish the agenda for each
Board meeting and all necessary papers are distributed in
advance of the meetings.
The Board has considered the recommendations of the Code
concerning diversity and welcomes initiatives aimed at
increasing diversity generally. The Board believes, however,
that all appointments should be made on merit rather than
positive discrimination. The policy of the Board is that
maintaining an appropriate balance around the Board table
through a diverse mix of skills, experience, knowledge and
background is of paramount importance and all forms of
diversity are a significant element of this.
Board performance
The Board aims to carry out performance evaluations of the
Board and the Audit & Valuations Committee and,
consequently, individual Directors each year. Due to the size
of the Company, the fact that all Directors are non-executive
and the costs involved, external facilitators will not be used
in the evaluation. A performance evaluation of the Board, the
Audit & Valuations Committee and individual Directors was
led by Jonathan Djanogly. The Directors concluded that the
balance of skills is appropriate and all Directors contribute
fully to discussion in an open, constructive and objective way.
With the additional two new Directors in 2021 the size and
composition of the Board is considered adequate for the
effective governance of the Company. As all Directors have
acted in the interests of the Company throughout the period
of their appointment and demonstrated commitment to their
roles the Board recommends those presenting themselves be
re-elected at the AGM.
The Directors of Pembroke VCT plc confirm that the Company
has taken appropriate action to enable it to comply with the
Principles of the UK Corporate Governance Code (the “2018
Code”) issued by the Financial Reporting Council in 2018
which is publicly available at https://www.frc.org.uk/
directors/corporate-governance-and-stewardship/
ukcorporate-governance-code. Apart from the matters
referred to in the following paragraph, the requirements of
the Code were complied with throughout the year ended
31March 2022.
The Company complies with all the provisions of the 2018
Code save that:
(i) the Company does not conduct on an annual basis
a formal review as to whether there is a need for an
internal audit function, as the Directors do not consider
that an internal audit would be an appropriate control
for a venture capital trust;
(ii) as all the Directors are non-executive and in light of the
responsibilities delegated to the Manager, its VCT status
adviser and Company Secretary, the Company has not
appointed a chief executive, deputy chairman or a senior
independent non-executive Director; and
(iii) in view of its non-executive nature, to ensure continuity
of experience amongst members of the Board and the
requirement under the Articles that all Directors are
subject to election by shareholders at the first annual
general meeting after their appointment and thereafter at
every third annual general meeting, the Board considers
that it is not appropriate for the Directors to be subject
to annual re-election or appointed for a fixed term.
David Till, who is not an independent Director, is subject
to annual re-election under the Listing Rules.
Full details of duties and obligations of the Directors are
provided at the time of appointment and are supplemented
by further details as necessary. There is no formal induction
programme for Directors but any newly appointed Director
will be given a comprehensive introduction to the Company’s
business, including meeting the Company’s advisers.
Board of Directors
The Company has a Board of five non-executive Directors,
four of whom are considered to be independent. The fifth
Director, David Till, is also a member of the Investment
Manager. In accordance with the Listing Rules, David Till is
subject to annual re-election by shareholders. The Company
has no employees.
All non-executive Directors have signed letters confirming
the terms of their appointment as non-executive Directors.
These are all dated with effect from 1st January 2021.
Jonathan Djanogly and Laurence Blackall have each served
for ten years and are presenting themselves for re-election
at the AGM in September 2022 for a final three-year term.
Corporate Governance Statement
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
46

These risks were discussed with the Investment Manager at
the Audit & Valuations Committee meeting before sign-off
of the Financial Statements. The Committee concluded:
• Venture Capital status – the Investment Manager
confirmed to the Audit & Valuations Committee that the
conditions for maintaining the Company’s status had been
complied with throughout the year.
• Valuation of unquoted investments – the Investment
Manager confirmed to the Audit & Valuations Committee
that the basis of valuation for unquoted companies was in
accordance with published industry guidelines, taking
account of the latest available information about investee
companies and current market data. The valuation of
unquoted investments is discussed regularly at Board
meetings; Directors are also consulted about material
changes to these valuations between Board meetings.
The Audit & Valuations Committee examined the
Investment Manager’s confirmation and considered
it appropriate.
The Investment Manager and auditor confirmed to the Audit
& Valuations Committee that they were not aware of any
material misstatements. Having reviewed the Company’s
Financial Statements and reports received from the
Investment Manager and auditor, the Audit & Valuations
Committee is satisfied that the key areas of risk and judgment
have been appropriately addressed in the Financial
Statements and that the significant assumptions used in
determining the value of assets and liabilities have been
properly appraised and are sufficiently robust.
The Audit & Valuations Committee has managed the
relationship with the auditor and assessed the effectiveness
of the audit process. When assessing the effectiveness of the
process for the period under review the Committee
considered the auditor’s technical knowledge and that they
have a clear understanding of the business of the Company;
that the audit team is appropriately resourced; that the
auditor provided a clear explanation of the scope and
strategy of the audit and maintained independence and
objectivity. As part of the review of auditor effectiveness and
independence, BDO LLP has confirmed that it is independent
of the Company and has complied with applicable auditing
standards. During the financial year, BDO LLP did not provide
any non-audit services to the Company and the Audit &
Valuations Committee must approve the appointment of the
external auditor for any non-audit services. BDO LLP was
appointed by the Board as auditor in February 2020 following
a tender process, therefore the current partner has only
served for three year ends. The Board notes that statutory
audit retendering is required after an auditor has been in
place for ten years.
Audit & Valuations Committee
The Audit & Valuations Committee operates within clearly
defined written terms of reference which are available on
request from the Company Secretary.
The Audit & Valuations Committee comprises three
independent Directors. The members of the committee are
Laurence Blackall (Chair), Mark Stokes and Louise Wolfson.
Jonathan Djanogly was a member of the Audit & Valuations
Committee until 11November 2021.
A quorum shall be two members.
During the year ended 31March 2022 and up to the date of
signing the Annual Report and Financial Statements, the Audit
& Valuations Committee discharged its responsibilities by:
• Reviewing the content and monitoring the integrity of the
Financial Statements of the Company, including the fair
value of investments as determined by the Investment
Manager, calculation of the management fee and
allocation of expenses between revenue and capital, and
making recommendations to the Board;
• Reviewing the Company’s accounting policies;
• Reviewing internal controls and assessing the
effectiveness of those controls in minimising the impact
of key risks;
• Reviewing and approving the statements to be included in
the Annual Report concerning the internal control and risk
management;
• Reviewing the need to appoint an internal audit function;
• Reviewing and approving the Independent Auditor’s terms
of engagement, including remuneration;
• Reviewing and monitoring the independence and
objectivity of the auditor and the effectiveness of the
audit process;
• Reviewing and approving the Independent Auditor’s
audit plan;
• Recommending to the Board and shareholders the ongoing
appointment of and fee payable to BDO LLP; and
• Reviewing the arrangements for staff of the Investment
Manager to raise concerns in confidence about possible
improprieties in financial reporting or other matters and
ensuring that those arrangements allow proportionate and
independent investigation of such matters and appropriate
follow-up actions.
The key areas of risk identified by the Audit & Valuations
Committee in relation to the business activities and Financial
Statements of the Company are:
• Compliance with HM Revenue & Customs rules – in
particular s274 of the Income Tax Act 2007 – to maintain
the Company’s VCT status; and
• Valuation of unquoted investments.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
47

Internal control
The Board has established a process for the identification,
evaluation and management of the significant risks faced by
the Company. The Board acknowledges that it is responsible
for the Company’s internal control systems and for reviewing
their effectiveness. Internal controls are designed to manage
the particular needs of the Company and the risks to which it
is exposed. The internal control systems aim to ensure the
maintenance of proper accounting records, the reliability of
the financial information on which business decisions are
made and which is used for publication, and that the assets
of the Company are safeguarded. They can by their nature
provide only reasonable and not absolute assurance against
material misstatement or loss. The financial controls
operated by the Board include the authorisation of
investments and regular reviews of both the financial results
and investment performance.
Remuneration & Nomination Committee
The Remuneration & Nomination Committee operates within
clearly defined written terms of reference which are available
on request from the Company Secretary.
The Remuneration & Nomination Committee comprises four
independent Directors. The members of the committee are
Louise Wolfson (Chair), Laurence Blackall, Jonathan Djanogly
and Mark Stokes.
A quorum shall be two members.
The Committee met for the first time on 11November 2021
and shall meet at least once a year and otherwise as required.
Attendance at Board and committee meetings
During the year ended 31March 2022 there were:
• Four full Board meetings;
• Three Audit & Valuations Committee meetings; and
• One Remuneration & Nomination Committee meeting.
The Directors’ attendance at these meetings is noted below.
Director Board
Audit &
Valuations
Committee
Remuneration &
Nomination
Committee
Jonathan Djanogly 4 2* 1
Laurence Blackall 4 3 1
Mark Stokes 4 3 1
Louise Wolfson 4 3 1
David Till 3 n/a n/a
*Jonathan Djanogly was not a member of the Committee when it
met on 3February 2022
Corporate Governance Statement continued
The Board has delegated to third parties the provision of
investment management services, VCT status advisory
services, broking services, day-to-day accounting, company
secretarial and administration services, receiving agent and
share registration services.
Each of these contracts was entered into after full and proper
consideration by the Board of the quality and cost of services
offered. The Board receives and considers regular reports
from the Investment Manager. Ad hoc reports and
information are supplied to the Board as required. The Board
keeps under review the terms of the agreement with the
Investment Manager.
Review of internal control
The process adopted by the Board for identifying, evaluating
and managing the risks faced by the Company includes an
annual review of the control systems. The review covers a
consideration of the significant risks in each of three areas:
statutory and regulatory compliance; financial reporting; and
investment strategy and performance. Each risk is considered
with regard to: the likelihood of occurrence, the probable
impact on the Company, and the controls exercised at source,
through reporting and at Board level. The Board has
identified no problems with the Company’s internal controls.
Relations with shareholders
The Board welcomes the views of shareholders and puts a
premium on effective communication with the Company’s
members. Shareholders are encouraged to attend the
Company’s Annual General Meeting where the Directors and
representatives of the Company’s advisers will be available
to answer any questions members may have.
The Board also communicates with shareholders through the
half-yearly and annual reports and financial statements,
which will include a Chair’s Statement and an Investment
Manager’s report, both of which are reviewed and approved
by the Board to ensure that they present a fair assessment
of the Company’s position and future prospects.
The Company distributes investor statements to shareholders
annually in February. The Company also provides an Investor
Hub, https://pembroke-vct.cityhub.uk.com, where shareholders
and their financial intermediaries can view the indicative
shareholding valuations, transaction history and dividend
history, and deal with a range of administration matters.
On behalf of the Board
Jonathan Djanogly
Director
28June 2022
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
48

The Directors are responsible for ensuring that the annual
report and accounts, taken as a whole, are fair, balanced, and
understandable and provide the information necessary for
shareholders to assess the group’s performance, business
model and strategy.
Website publication
The Directors are responsible for ensuring the annual report
and the financial statements are made available on a website.
Financial statements are published on the Company’s website
in accordance with legislation in the United Kingdom
governing the preparation and dissemination of financial
statements, which may vary from legislation in other
jurisdictions. The maintenance and integrity of the Company’s
website is the responsibility of the Directors. The Directors’
responsibility also extends to the ongoing integrity of the
financial statements contained therein.
Directors’ responsibilities pursuant to DTR4
The Directors confirm to the best of their knowledge:
• The financial statements have been prepared in
accordance with the applicable set of accounting
standards, give a true and fair view of the assets,
liabilities, financial position and profit and loss of
the Company.
• The annual report includes a fair review of the
development and performance of the business and the
financial position of the group and company, together
with a description of the principal risks and uncertainties
that it faces.
The Directors are responsible for preparing the annual
report and the financial statements in accordance with UK
adopted international accounting standards and applicable
law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors are required to prepare the Company’s financial
statements with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards
and applicable law). Under company law the Directors must
not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of
the Company and of the profit or loss for the Company for
that period.
In preparing these financial statements, the Directors are
required to:
• select suitable accounting policies and then apply
them consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• state whether they have been prepared in accordance
with UK adopted international accounting standards,
subject to any material departures disclosed and
explained in the financial statements
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the group
and the Company will continue in business;
• prepare a Directors’ report, a strategic report and
Directors’ remuneration report which comply with the
requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and enable them to ensure that the financial statements
comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of
the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Statement of Directors’ Responsibilities
On behalf of the Board
Jonathan Djanogly
Director
28June 2022
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
49

Auditor’s Report
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
50

of the Company in accordance with the ethical requirements
that are relevant to our audit of the financial statements
in the UK, including the FRC’s Ethical Standard as applied
to listed public interest entities, and we have fulfilled our
other ethical responsibilities in accordance with these
requirements. The non-audit services prohibited by that
standard were not provided to the Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the Directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Company’s
ability to continue to adopt the going concern basis of
accounting included:
• Obtaining the VCT compliance reports during the year and
as at year end and reviewing their calculations to check
that the Company was meeting its requirements to retain
VCT status.
• Reviewing and challenging the forecasted cash flows
that support the Directors’ assessment of going concern,
taking into account the current levels of cash and
considering the discretionary nature of the Company’s
significant cash outflows.
• Calculating financial ratios to consider the financial health
of the Company.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt
on the Company’s ability to continue as a going concern for
a period of at least twelve months from when the financial
statements are authorised for issue.
In relation to the Company’s reporting on how it has applied
the UK Corporate Governance Code, we have nothing material
to add or draw attention to in relation to the Directors’
statement in the financial statements about whether the
Directors considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities of the Directors
with respect to going concern are described in the relevant
sections of this report.
Opinion on the financial statements
In our opinion the financial statements:
• give a true and fair view of the state of the Company’s
affairs as at 31 March 2022 and of its profit for the year
then ended;
• have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice;
• have been prepared in accordance with the requirements
of the Companies Act 2006.
We have audited the financial statements of Pembroke VCT
PLC (the ‘Company’) for the year ended 31 March 2022 which
comprise the income statement, the balance sheet, the
statement of changes in equity, the cash flow statement and
notes to the financial statements, including a summary of
significant accounting policies. The financial reporting
framework that has been applied in their preparation is
applicable law and and United Kingdom Accounting
Standards, including Financial Reporting Standard 102
The Financial Reporting Standard applicable in the UK and
Republic of Ireland (United Kingdom Generally Accepted
Accounting Practice) and as regards the Company financial
statements, as applied in accordance with the provisions
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 believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion. Our audit
opinion is consistent with the additional report to the
audit committee.
Independence
Following the recommendation of the audit committee,
we were appointed by the Board of Directors to audit the
financial statements for the year ending 31 March 2020
and subsequent financial periods. The period of total
uninterrupted engagement including retenders and
reappointments is 3 years, covering the years ending
31March 2020 to 31 March 2022. We remain independent
Independent Auditor’s Report
to the members of Pembroke VCT plc
Overview
2022 2021
Key audit matters Valuation of Unquoted Investments X X
Materiality £3,220,000 (2021: £2,370,000) based on 2% (2021: 2%) of gross investments
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
51

Independent Auditor’s Report continued
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company’s system
of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of
management override of internal controls, including assessing whether there was evidence of bias by the Directors that may
have represented a risk of material misstatement.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources
in the audit, and directing the efforts of the engagement team. This matter was 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 this matter.
Key Audit Matter: Valuation of unquoted investments (Notes 4 and 12 to the financial statements)
All investments held are unquoted. There is a high level of estimation uncertainty involved in determining the unquoted
investment valuations; consisting of both equity and loan stock instruments.
The Investment Manager’s fee is based on the value of the net assets of the fund, as shown in note 7.
The Investment Manager is also responsible for valuing investments for the financial statements and although the valuations
are reviewed and approved by the Directors, there is a potential risk of misstatement of investment valuations.
How the scope of our audit addressed the key audit matter
For the unquoted portfolio, we performed the following:
• Considered whether the valuation methodology is the most appropriate in the circumstances under the International Private
Equity and Venture Capital Valuation (“IPEV”) Guidelines. Where there has been a change in valuation methodology from prior
year, we assessed whether the change was appropriate.
• Considered the change in market multiples and discount applied from prior year and if these were supported by the
performance of the underlying investment.
• Ensured that the valuation was based on recent financial information and reviewed the arithmetic accuracy of the valuation.
Further for a sample of 87% of the unquoted investment portfolio by value of investment holdings, we performed the
additional procedures:
• Re-performing the calculation of the multiples-based investment valuations.
• Verifying and benchmarking key inputs and estimates to independent information and our own research and against metrics
from the most recent investments.
• Challenging the assumptions inherent in the valuation of unquoted investments and assessing the impact of the estimation
uncertainty concerning these assumptions.
• Considering the economic environment in which the investment operates to identify factors that could impact the
investment valuation.
• For investments valued using cost (where the investment was recently acquired), the price of a recent investment, or an offer
to acquire the investee company, we checked the cost or third party offer to supporting evidence, reviewed the calibration of
fair value and considered the Investment Manager’s determination of whether there were any reasons why the valuation and
the valuation methodology was not appropriate at 31 March 2022.
For a sample of loans held at fair value included above, we:
• Checked security held to supporting documentation.
• Considered the assumption that fair value is not significantly different to cost by challenging the assumption that there is no
significant movement in the market interest rate since acquisition and considering the “unit of account” concept.
• Reviewed the treatment of accrued redemption premium/other fixed returns in line with the Statement
of Recommended Practice.
Key observations
Based on the procedures performed we noted that the methodology and assumptions used to value unquoted investments
to be appropriate.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
52

Company Financial Statements
2022 2021
Materiality £3,220,000 £2,370,000
Basis for determining materiality 2% of gross investments
Rationale for the benchmark applied In setting materiality, we have had regard to the nature and disposition
of the investment portfolio. Given that the VCT’s portfolio is comprised
of unquoted investments which would typically have a wider spread of
reasonable alternative possible valuations, we have applied a percentage
of 2% of gross assets.
Performance materiality £2,090,000 £1,540,000
Basis for determining performance materiality 65% of materiality
The level of performance materiality applied was set after having
considered a number of factors including the expected total value of
known and likely misstatements and the level of transactions in the year.
Lower testing threshold
We determined that for profit before tax, a misstatement of
less than materiality for the financial statements as a whole,
could influence users of the financial statements as it is a
measure of the Company’s performance of income generated
from its investments after expenses. As a result , we
determined a lower testing threshold for those items
impacting revenue return of £250,000 (2021: £150,000)
based on 5% of gross expenditure.
Reporting threshold
We agreed with the Audit Committee that we would report
to them all individual audit differences in excess of £60,000
(2021: £40,000). We also agreed to report differences below
this threshold that, in our view, warranted reporting on
qualitative grounds.
Other information
The directors are responsible for the other information.
The other information comprises the information included
in the annual report and financial statements other than
the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form
of assurance conclusion thereon. Our responsibility is to read
the other information and, in doing so, consider whether the
other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the
audit, or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this
gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The Listing Rules require us to review the Directors’
statement in relation to going concern, longer-term viability
and that part of the Corporate Governance Statement relating
to the company’s compliance with the provisions of the UK
Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the
Corporate Governance Statement is materially consistent
with the financial statements or our knowledge obtained
during the audit.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements.
We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic
decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these
levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the
particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance
materiality as follows:
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
53

Independent Auditor’s Report continued
Going concern and
longer‑term viability
• The Directors’ statement with regards to the appropriateness of adopting the going concern basis
of accounting and any material uncertainties identified; and
• The Directors’ explanation as to their assessment of the Company’s prospects, the period this
assessment covers and why the period is appropriate.
Other Code provisions • Directors’ statement on fair, balanced and understandable;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks;
• The section of the annual report that describes the review of effectiveness of risk management and
internal control systems; and
• The section describing the work of the audit committee
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with applicable
legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained
in the course of the audit, we have not identified material misstatements in the strategic report
or the Directors’ report.
Directors’ remuneration In our opinion, the part of the Directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Matters on which we are
required to report by
exception
We have nothing to report in respect of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequate for our audit have not been
received from branches not visited by us; or
• the financial statements and the part of the Directors’ remuneration report to be audited are not
in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the
Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
54

Responsibilities of Directors
As explained more fully in the Statement of Directors’
Responsibilities, the Directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal
control as the Directors determine is necessary to enable the
preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Company’s ability to continue as
a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting
unless the Directors either intend to liquidate the Company or
to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions
of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud.
The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect
material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below:
We gained an understanding of the legal and regulatory
framework applicable to the Company and the industry in
which it operates, and considered the risk of acts by the
Company which were contrary to applicable laws and
regulations, including fraud. These included but were not
limited to compliance with Companies Act 2006, the FCA
listing and DTR rules, the principles of the UK Corporate
Governance Code, industry practice represented by the
Statement of Recommended Practice: Financial Statements
of Investment Trust Companies and Venture Capital Trusts
(“the SORP”) updated in January 2021 with consequential
amendments and FRS 102. We also considered the Company’s
qualification as a VCT under UK tax legislation.
Our procedures included, but were not limited to:
• obtaining an understanding of the control environment
in monitoring compliance with laws and regulations;
• agreement of the financial statement disclosures
to underlying supporting documentation;
• enquiries of management and those charged with governance;
• review of legal invoices and correspondence;
• obtaining the VCT compliance reports during the year and
as at year end and reviewing their calculations to check
that the Company was meeting its requirements to retain
VCT status; and
• review of minutes of board meetings throughout the period
for any indications of non-compliance with laws and
regulation and instances of fraud.
We assessed the susceptibility of the financial statement to
material misstatement including fraud and considered the
fraud risk areas to be the valuation of unquoted investments
and management override of controls.
Our tests included, but were not limited to:
• The procedures set out in the Key Audit Matters section above;
• Obtained independent evidence to support the ownership
of investments;
• Recalculated investment management fees in total;
• Obtained independent confirmation of bank balances; and
• Testing journals based on risk profile and evaluating
whether there was evidence of bias by the Investment
Manager and Directors that represented a risk of material
misstatement due to fraud.
We also communicated relevant identified laws and regulations
and potential fraud risks to all engagement team members and
remained alert to any indications of fraud or non-compliance
with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks
of material misstatement in the financial statements,
recognising that the risk of not detecting a material
misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery,
misrepresentations or through collusion. There are inherent
limitations in the audit procedures performed and the further
removed non-compliance with laws and regulations is from
the events and transactions reflected in the financial
statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the
Financial Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our
auditor’s report.
Use of our report
This report is made solely to the Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so
that we might state to the Company’s members those matters
we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we
do not accept or assume responsibility to anyone other than
the Company and the Company’s members as a body, for our
audit work, for this report, or for the opinions we have formed.
Vanessa-Jayne Bradley (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
28June 2022
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
55

Financial Statements
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
56

For the year ended 31March 2022
Note Revenue
£’000
Capital
£’000
Total
£’000
Realised/unrealised gains on investments 12 – 27,755 27,755
Income 6 2,204 – 2,204
Interest write-offs (569) – (569)
Investment Manager’s fees 7 (835) (2,506) (3,341)
Performance Incentive fee – (377) (377)
Other expenses 8 (1,186) (378) (1,564)
(Loss)/profit before tax (386) 24,494 24,108
Tax 9 – – –
(Loss)/profit attributable to equity shareholders (386) 24,494 24,108
Return per share (pence) 11 (0.3) 19.6 19.3
For the year ended 31March 2021
Note Revenue
£’000
Capital
£’000
Total
£’000
Realised/unrealised gains on investments 12 – 16,741 16,741
Income 6 983 – 983
Interest write-offs (545) – (545)
Investment Manager’s fees 7 (576) (1,729) (2,305)
Other expenses 8 (790) (75) (865)
(Loss)/profit before tax (928) 14,937 14,009
Tax 9 – – –
(Loss)/profit attributable to equity shareholders (928) 14,937 14,009
Return per share (pence) 11 (0.9) 14.6 13.7
The notes on pages61 to 73 are an integral part of the Financial Statements.
Income Statement
for the year ended 31March 2022
The total column of this Income Statement represents the profit and loss account of the Company, prepared in accordance
with Financial Reporting Standard 102 (“FRS 102”). The supplementary revenue and capital return columns are prepared in
accordance with the Statement of Recommended Practice, “Financial Statements of Investment Trust Companies and Venture
Capital Trusts” (“SORP”) revised in November 2014 and updated in April 2021. A separate Statement of Comprehensive Income
has not been prepared as there is no comprehensive income other than the results for the year discussed above.
All the items above derive from continuing operations of the Company.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
57

Note
31.03.22
£’000
31.03.21
£’000
Fixed assets
Investments 12 161,445 119,079
Current assets
Debtors 14 1,580 1,661
Cash at bank and in hand 39,612 12,420
41,192 14,081
Creditors: amounts falling due within one year 15 (1,427) (245)
Net current assets 39,765 13,836
Creditors: amounts falling due after more than one year 16 (625) (249)
Net assets 200,585 132,666
Capital and reserves
Called up share capital 17, 18 1,592 1,142
Share premium account 18 74,131 11,722
Capital redemption reserve 18 97 2
Special reserves 18 76,106 95,248
Capital reserves 18 49,234 24,740
Revenue reserves 18 (575) (188)
Total shareholders’ funds 200,585 132,666
Net asset value per share (pence) 19 126.0 116.1
The Financial Statements were approved by the Directors and authorised for issue on 28June 2022 and signed on their behalf by:
Jonathan Djanogly
Director
The notes on pages61 to 73 are an integral part of the Financial Statements.
Balance Sheet
as at 31March 2022
Company registered number: 08307631
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
58

Non-distributable reserves Distributable reserves
Restricted Unrestricted
For the year ended 31March 2022
Note
Called
up share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Capital
reserve
£’000
Special
reserve
£’000
Special
* reserve
£’000
Capital
* reserve
£’000
Revenue
reserve
£’000
Total
reserves
£’000
Opening balance as at 1 April 2021 1,142 11,722 2 36,367 76,145 19,103 (11,627) (188) 132,666
Investment disposal 12 – – – (18,296) – – 18,296 – –
Total comprehensive income for the period – – – 40,628 – – (16,134) (386) 24,108
Transfer of unrealised losses to realised
losses for period to 31 March 2021
– – – 4,549 – – (4,549) – –
Shares issued 17 544 64,726 – – – – – – 65,270
Share issue expenses 17 – (2,317) – – – – – – (2,317)
Share bought back 17 (95) – 95 – – (9,852) – – (9,852)
Transfer of distributable reserves – – – – (12,047) 12,047 – – –
Dividends paid 10 – – – – – (9,290) – – (9,290)
Closing balance as at 31 March 2022 1,592 74,131 97 63,248 64,098 12,008 (14,014) (575) 200,585
Non-distributable reserves Distributable reserves
Restricted Unrestricted
For the year ended 31March 2021 Called
up share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Capital
reserve
£’000
Special
reserve
£’000
Special
* reserve
£’000
Capital
* reserve
£’000
Revenue
reserve
£’000
Total
reserves
£’000
Opening balance as at 1 April 2020 958 85,486 2 14,629 – 9,472 (4,826) 740 106,461
Total comprehensive income for the period – – – 16,740 – – (1,803) (928) 14,009
Shares issued 177 19,849 – – – (915) – – 19,111
Share issue expenses – (605) – – – – – – (605)
Share reorganization 7 (7) – – – – – – –
Share premium cancellation – (93,001) – – 76,145 16,856 – – –
Investment disposal – – – 4,998 – – (4,998) – –
Dividends paid – – – – – (6,310) – – (6,310)
Closing balance as at 31 March 2021 1,142 11,722 2 36,367 76,145 19,103 (11,627) (188) 132,666
The notes on pages61 to 73 are an integral part of the Financial Statements.
*Special reserve is available for distribution, subject to the restrictions tabled in Note 18 of the financial statements.
Statement of Changes in Equity
for the year ended 31March 2022
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
59

Note
Year ended
31.03.22
£’000
Year ended
31.03.21
£’000
Operating activities
Investment income received – qualifying 402 110
Deposit and similar interest received – non-qualifying 3 2
Investment Manager’s fees paid (2,327) (2,291)
Performance incentive fee (377) –
Directors’ fees (115) (45)
Other cash payments (1,293) (678)
Net cash outflow from operating activities 20 (3,707) (2,902)
Cash flows from investing activities
Purchase of investments 12 (27,170) (14,632)
Disposal of investments 22,574 4,543
Long-term loan made 12 (9,150) (3,850)
Long-term loans repaid 12 834 23
Net cash outflow from investing activities (12,912) (13,916)
Cash flows from financing activities
Share issue proceeds 65,271 20,644
Share issue expenses (2,317) (604)
Share buybacks paid (9,852) -
Equity dividend paid (9,291) (7,225)
Net cash inflow from financing 43,811 12,815
Increase/(decrease) in cash and cash equivalents 27,192 (4,003)
Cash and cash equivalents at the beginning of the period 12,420 16,423
Cash and cash equivalents at the end of the period 39,612 12,420
Statement of Cash Flow
for the year ended 31March 2022
The notes on pages61 to 73 are an integral part of the Financial Statements.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
60
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
60

1. Company information
The Company is a Public Limited Company incorporated in England and Wales. The registered address is 3 Cadogan Gate,
London. SW1X 0AS. The principal activity is investing in unlisted growth companies.
2. Basis of preparation
These Financial Statements have been prepared in accordance with applicable United Kingdom accounting standards,
including Financial Reporting Standard 102 – ‘The Financial Reporting Standard applicable in the United Kingdom and
Republic of Ireland’ (‘FRS 102’), and in accordance with the Statement of Recommended Practice ‘Financial Statements of
Investment Trust Companies and Venture Capital Trusts’ issued by the Association of Investment Companies (issued in
April 2021 – “SORP”) to the extent that they do not conflict with International Accounting Standards in conformity with
the Companies Act 2006. The Financial Statements have been prepared on the historical cost basis except for the
modification to a fair value basis for certain financial instruments as specified in the accounting policies below.
The Financial Statements are prepared in pounds sterling, which is the functional currency of the Company.
3. Going concern
In accordance with FRC Guidance for Directors on going concern and liquidity risk, the Directors have assessed the
prospects of the Company and are of the opinion that, at the time of approving the Financial Statements, the Company
has adequate resources to continue in business for at least 12 months from the date of approval of the Financial
Statements. In reaching this conclusion the Directors took into account the nature of the Company’s business and
Investment Policy,
its risk management policies, the diversification of its portfolio and the cash holdings. They have also reviewed the
budgets and forecasts, which have been subject to liquidity stress tests performed by the Investment Manager, and
consider that the Company has adequate financial resources to enable it to continue in operational existence at least 12
months from the date of approval of the Financial Statements. Therefore, the Company continues to adopt the going
concern basis in preparing these Financial Statements.
4. Significant judgements and estimates
The preparation of the Financial Statements may require the Board to make judgements and estimates that affect the
application of policies and reported amounts of assets.
The carrying value of the unquoted fixed asset investments requires estimates to determine fair values. Estimates are
based on historical experience and other assumptions that are considered reasonable under the circumstances. However,
because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the
values that would have been used had a ready market for the investments existed. The availability of valuation techniques
and observable inputs can vary from investment to investment and are affected by a wide variety of factors, including the
type of investment, whether the investment is new and not yet established in the marketplace, the liquidity of markets,
and other characteristics particular to the transaction. All unquoted investments are valued in accordance with the
International Private Equity and Venture Capital Valuation (“IPEV”) Guidelines December 2018, this relies on subjective
estimates such as appropriate sector earnings multiples, forecast results of investee companies and liquidity or
marketability of the investments held. Although the estimates and the assumptions applied are under continuous review
to ensure that the fair values are appropriately stated there is a risk that the carrying value of an unquoted investment
may require material adjustment either within the next year or in the longer term. More information related to the
unquoted investment and their valuations is included in Note 12 and the Investment Manager’s Review.
5. Accounting policies
A summary of the principal accounting policies, all of which have been applied consistently throughout the year,
is set out below.
a) Investments
The Company did not hold any listed investments at any time during the reporting period. Investments in unlisted
companies are held at fair value through profit or loss. Information about the portfolio is provided internally to the
Directors on that basis and the Directors consider the basis to be consistent with the Company’s investment strategy.
Investments held by the Company have been valued in accordance with the International Private Equity and Venture
Capital Valuation (“IPEV”) Guidelines December 2018. The portfolio valuations are prepared by the Investment
Manager and subsequently reviewed and approved by the Board.
In determining fair value, the Investment Manager uses various valuation methods, including a combination of the
price of recent investment and market-based approach. The market-based approach ascribes a value to a business
interest or shareholding by comparing it to similar businesses, using the principle of substitution: that is, that a prudent
purchaser would pay no more for an asset than it would cost to acquire a substitute asset with the same utility and
income earning potential. The price of recent investment will only be used as fair value after careful consideration of
all the facts and circumstances concerning the underlying investment.
Notes to the Financial Statements
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
61

When using the cost or price of recent investment in the valuations, the Company looks to ‘re-calibrate’ this price at
each valuation point by reviewing progress within the investment, comparing against the initial investment thesis,
assessing if there are any significant events or milestones that would indicate the value of the investment has changed
and considering whether a market-based methodology (i.e. using multiples from comparable public companies) or a
discounted cashflow forecast would be more appropriate.
The main inputs into the calibration exercise, and for the valuation models using multiples, are revenue, EBITDA and
P/E multiples (based on the most recent revenue, EBITDA or earnings achieved and equivalent corresponding revenue,
EBITDA or earnings multiples of comparable companies), quality of earnings assessments and comparability difference
adjustments. Revenue multiples are often used, rather than EBITDA or earnings, due to the nature of the Company’s
investments, being in growth and technology companies which are not normally expected to achieve profitability or
scale for a number of years. Where an investment has achieved scale and profitability, the Company would normally
then expect to switch to using an EBITDA or earnings multiple methodology.
In the calibration exercise and in determining the valuation for the Company’s equity instruments, comparable trading
multiples are used. In accordance with the Company’s policy, appropriate comparable companies based on industry,
size, developmental stage, revenue generation and strategy are determined and a trading multiple for each comparable
company identified is then calculated. The multiple is calculated by dividing the enterprise value of the comparable
group by its revenue, EBITDA or earnings. The trading multiple is then adjusted for considerations such as illiquidity,
marketability and other differences, advantages and disadvantages between the portfolio company and the
comparable public companies based on company specific facts and circumstances.
Realised surpluses or deficits on the disposal of investments are taken to realised capital reserves, and unrealised
surpluses and deficits on the revaluation of investments are taken to unrealised capital reserves.
Those venture capital investments that may be categorised as associated undertakings are carried at fair value as
determined by the Directors in accordance with the Company’s normal policy. Carrying investments at fair value
is specifically permitted under FRS102 Section 14.4.
b) Income
Dividends receivable on unlisted equity shares are brought into account when the Company’s right to receive payment
is established and it is probable that payment will be received. Special dividends receivable are treated as a revenue
receipt or a capital receipt depending on the facts and circumstances of each particular case. Fixed returns on
non-equity shares and debt securities are recognised on an accruals basis using the effective interest method. Such
amounts are recognised in the revenue column provided that it is probable that payment will be received in due
course. Provision is made against this income where recovery is doubtful or where it will not be received in the
foreseeable future, interest is written-off.
c) Expenses
All expenses are accounted for on an accruals basis. In respect of the analysis between revenue and capital items
presented within the income statement, all expenses have been accounted for as revenue items except as follows:
Expenses are split and presented partly as capital items where a connection with the maintenance or enhancement of
the value of the investments held can be demonstrated, and accordingly the investment management fee is currently
allocated 25% to revenue and 75% to capital, which reflects the Directors’ expected long-term view of the nature of
the investment returns of the Company.
d) Performance fees
Performance fees predominantly relate to the capital performance of the portfolio and are therefore charged 100%
to capital. Performance fees are accrued and a liability is recognised when they are likely to be payable and can be
reliably measured.
e) Debtors
Short-term debtors (including short-term loans) are measured at amortised cost, less any impairment.
f) Creditors
Short and long-term creditors are measured at amortised cost.
Notes to the Financial Statements continued
5. Accounting policies (continued)
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
62

2022
£’000
2021
£’000
Pembroke Investment Managers LLP 3,341 2,305
7. Investment Manager’s fees
Pembroke Investment Managers LLP has been appointed as the Company’s Investment Manager. This appointment
shall continue until terminated by the expiry of not less than 12 months’ notice in writing given by either party. The
appointment may also be terminated in circumstances of material breach by either party. The annual management fee
is 2% of net assets calculated quarterly.
Details of the appointment can be found in the Strategic Report on page38.
A performance fee of £376,588 was paid to the Investment Manager in November 2021 in respect of the year ended
31March 2022 (2021: £Nil).
2022
£’000
2021
£’000
Interest receivable - revenue
- from bank deposits 3 2
- from loan stock 2,030 981
Dividends receivable 149 –
Other income 22 –
2,204 983
6. Income
g) Taxation
Current tax is recognised for the amount of income tax payable in respect of the taxable profit for the current or past
reporting periods using the tax rates and laws that have been enacted or substantively enacted by the reporting date.
The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue return
on the “marginal” basis as recommended in the SORP.
Any tax relief obtained in respect of management fees allocated to capital is reflected in the capital column of the
Statement of Comprehensive Income and a corresponding amount is charged against the revenue column. The tax
relief is the amount by which corporation tax payable is reduced as a result of these capital expenses.
Deferred tax is recognised in respect of all timing differences at the reporting date, except as otherwise indicated.
Deferred tax assets are only recognised to the extent that it is probable that they will be recovered against the reversal
of deferred tax liabilities or other future taxable profits.
Deferred tax is calculated using the tax rates and laws that have been enacted or substantively enacted by the
reporting date that are expected to apply to the reversal of the timing difference.
The tax expense/(income) is presented either in the Income Statement or Statement of Changes in Equity depending
on the transaction that resulted in the tax expense/(income). Deferred tax liabilities are presented within provisions
for liabilities and deferred tax assets within debtors.
h) Financial instruments
The Company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other
Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
The Company’s financial instruments comprise its investment portfolio, cash balances and most debtors and creditors.
These financial assets and financial liabilities are carried either at fair value or, in the case of debtors, creditors and
cash, using amortised cost.
i) Cash and cash equivalents
Cash comprises cash and demand deposits. Cash equivalents, which include bank overdrafts, are short term, highly
liquid investments that are readily convertible to known amounts of cash, are subject to insignificant risks of changes
in value, and are held for the purpose of meeting short-term cash commitments.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
63

9. Tax
a) Analysis of tax charge
2022
£’000
2021
£’000
Current year charge:
Revenue charge – –
Credited to capital return – –
Current tax charge (Note 9b) – –
Prior year charge:
Revenue charge – –
Credited to capital return – –
Total current and prior year tax charge – –
No asset or liability has been recognised for deferred tax in relation to capital gains or losses on revaluing investments
as the Company is exempt from corporation tax in relation to capital gains or losses as a result of qualifying as a Venture
Capital Trust.
There is no potential liability to deferred tax. No deferred tax asset has been recognised on surplus expenses carried
forward as it is not envisaged that any such tax will be recovered in the foreseeable future. The value of the unrecognised
deferred tax is £2,455,685 (2021: £1,145,000). This is calculated using a corporation tax rate of 25% (2021:19%) which
is the rate at which it is deemed that any losses would be utilised.
b) Factors affecting tax charge for the year
2022
£’000
2021
£’000
Profit/(loss) on ordinary activities before taxation 24,108 14,009
Effect of:
Corporation tax at 19% (2021: 19%) 4,580 2,662
Non-taxable gains on investments (5,274) (3,269)
Non-taxable dividends (28) –
Current year losses carried forward 722 607
Tax charge for year (Note 9a)) – –
Notes to the Financial Statements continued
The Company has no employees other than the Directors.
Information relating to Directors’ remuneration can be found in the audited section of the Directors’ Remuneration Report
on page43.
8. Other expenses
Other expenses include:
2022
£’000
2021
£’000
Directors’ remuneration 105 68
Company secretarial fees and administration fees 146 114
Auditor’s remuneration – audit of Statutory Financial Statements 46 49
Printing and stationery 61 65
Registrar fees 7 19
Insurance 45 34
Trail commission payable on funds raised for the 2020/2021 offer 224 255
Trail commission payable on funds raised for the 2021/2022 offer 301 –
Other professional fees 115 97
London Stock Exchange fees 7 22
Employers NI on Directors’ remuneration 10 6
Other costs 430 59
Irrecoverable VAT 67 77
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
64

11. Return per share – unaudited
Basic revenue return per share is based on the net loss after taxation of £386,288 (2021: £929,560 loss) and on
125,054,507 (2021: 102,087,336) shares, being the weighted average number of shares in issue during the year.
Basic capital return per share is based on the net capital gain after taxation of £24,493,606 (2021: £14,936,712) and
on 125,054,507 (2021: 102,087,336) shares, being the weighted average number of shares in issue during for the year.
2022 2021
Revenue Capital Total Revenue Capital Total
Earnings per share (pence) (0.3) 19.6 19.3 (0.9) 14.6 13.7
10. Dividends paid
Dividends recognised as distributions paid to equity holders during the year: 2022
£’000
2021
£’000
Final dividend on shares for the year ended 31March 2020 of 3 pence per share – 3,030
Special dividend on B Ordinary shares for the year ended 31March 2020 of 4 pence per share – 4,195
Special dividend on shares for the year ended 31March 2021 of 4 pence per share 5,118 –
Final dividend on shares for the year ended 31March 2021 of 3 pence per share 4,172 –
9,290 7,225
Dividends paid or payable in respect of the financial year: 2022
£’000
2021
£’000
Special dividend on B Ordinary shares for the year ended 31March 2020 of 4 pence per share – 4,195
Final dividend on Ordinary and B Ordinary shares for for the year ended 31 March 2020
of 3 pence per share – 3,839
Interim dividend on shares for the year ended 31March 2022 of 5 pence per share
– payable on 29 July 2022* (2021: 3 p) 8,310 –
8,310 8,034
All dividends are paid from the distributable special reserve.
*Based on shares in issue at 13May 2022.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
65

Carrying
value at
31March 2021
£’000
Additions
in the year
£’000
(Decrease)/
increase in
valuation
£’000
Carrying
value at
31March 2022
£’000
United Fitness Brands 3,150 2,000 (2,259) 2,891
Lyma 9,667 – 9,946 19,613
Thriva 2,426 – 7,950 10,376
Sourced Market 2,350 1,574 (3,924) –
N is for Nursery 5,220 2,000 2,053 9,273
Stitch & Story 4,514 2,000 (4,922) 1,592
Alexa Chung 3,131 389 (3,520) –
Heist 5,508 1,500 (4,350) 2,658
PlayerLayer 4,651 1,150 (5,801) –
Stillking 1,968 – 3,752 5,720
Popsa 9,063 800 3,821 13,684
OnePlan – 3,750 3,676 7,426
Coat – 3,000 2,260 5,260
Peckwater Brands – 1,000 3,486 4,486
During the year, the following changes in valuation of unquoted shares were considered material:
Notes to the Financial Statements continued
12. Investments
Movements in investments during the year are summarised as follows: Shares
£’000
Loan stock
£’000
Total
£’000
Opening valuation:
Cost at 31March 2021 (after realised losses) 68,158 10,916 79,074
Unrealised gains at 31March 2021 36,848 – 36,848
Unrealised losses on loan notes at 31March 2021 – (463) (463)
Interest rolled up in fixed income investments – 3,620 3,620
Valuation at 31March 2021 105,006 14,073 119,079
Movements in the year:
Purchases at cost 26,870 9,448 36,318
Disposal proceeds (23,574) – (23,574)
Loans repaid – (834) (834)
Loans converted to equity 1,900 (1,900) –
Unrealised gains 26,052 463 26,515
Realised gains/(losses) on disposals 5,251 (4,011) 1,240
Reclassifications – 1,462 1,462
Interest rolled up in fixed income investments – 1,550 1,550
Interest received – (311) (311)
Total movements in year 36,499 5,867 42,366
Closing valuation:
Cost at 31March 2022 (after realised losses) 77,971 15,081 93,052
Unrealised gains at 31March 2022 63,534 – 63,534
Unrealised losses on loan notes at 31March 2022 – – –
Interest rolled up in fixed income investments – 4,859 4,859
Valuation at 31March 2022 141,505 19,940 161,445
As at 31 March 2022, the Company had no arrangements in place to dispose of any investments.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
66

The Company is required to report the category of fair value measurements used in determining the value of its
investments, to be disclosed by the source of inputs, using a three-level hierarchy:
Quoted market prices in active markets – “Level 1”
Inputs to Level 1 fair values are quoted prices in active markets for identical assets. An active market is one in which
quoted prices are readily and regularly available and those prices represent actual and regular occurring market
transactions on an arm’s length basis. The Company has no investments classified in 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. The Company has no investments classified in this category.
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 5, unquoted investments are valued in accordance with the IPEV guidelines. The fair value of all investments is
assessed by the Company and, where appropriate, a revaluation against cost is made. The basis of revaluation may be
based on a sales or profit multiple, or on market information that supersedes that held at the time of acquiring the
investment. Details of the basis of revaluation are included in the Investment Review on pages12 to 35.
Investment equity holding
%
Bella Freud (Bella Freud Limited) 44.1
Kinteract (Make It Plain Limited) 40.9
Sourced Market (SP Market Limited) 40.5
Troubadour (Troubadour Goods limited) 40.5
Hackney Gelato (Hackney Gelato Limited) 34.7
PlayerLayer (PlayerLayer limited) 34.5
Stitch & Story (Stitch & Story Limited) 34.5
Heist (Carousel Ventures Limited) 33.2
Chucs Restaurants (Chucs Restaurants Limited) 25.0
Kat Maconie (Kat Maconie Limited) 24.8
Floom (Floom Limited) 24.5
Alexa Chung (Alpha Charlie Limited) 24.5
COAT (Coat Trading Ltd) 21.7
Roto VR (Roto VR Limited) 21.6
Secret Food Tours (Essor Limited) 20.5
United Fitness Brands (United Fitness Brands Limited) 20.3
Annie Mals 20.0
Smartify 20.0
Lyma (Lyma Life Limited) 19.8
Investment equity holding
%
Popsa (Popsa Holdings Limited) 18.0
Boat (Boat International Limited) 17.9
Credentially (Appraise Me Limited) 17.5
Eave (Eartex Limited) 16.6
Dropless (Dropless Limited) 15.9
OnePlan 15.3
JustWears 15.3
Toucantech (Toucantech Limited) 13.3
N is for Nursery (N is for Nursery Limited) 12.2
KX Gym ( KX Group Holding Limited) 11.8
KXU (KX U Limited) 10.3
Rubies In The Rubble (Rubies In The Rubble Limited) 9.3
Peckwater Brands 9.0
Cydar 7.4
Unbolted (Open Access Finance Limited) 5.7
HotelMap (HotelMap.com Limited) 5.2
Thriva (Thriva Limited) 5.2
Stillking Films UK (2020 Group Limited) 4.9
Beryl (SMIDSY Ltd) 4.1
13. Significant interests
As at the balance sheet date and from the dates of making the investments the Company has held 3% or more of the
ordinary shares of:
Details of holdings may be found in the Investment Manager’s Review and Investment Portfolio on pages12 to 15.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
67

Notes to the Financial Statements continued
17. Called up share capital
Total shares
’000
Allotted, called-up and fully paid at 1 April 2021: 114,237
Issued during the year 54,446
Shares purchased for cancellation (9,449)
At 31 March 2022 159,234
*The Company bought back for cancellation 9,449,365 shares in April 2021.
Allotted, called up and fully paid:
No of
shares
(’000)
Nominal
value
£’000
Consideration
received/(paid)
£’000
3 April 2021 21,756 218 24,820
13 April 2021 1,413 14 1,572
20 April 2021* (9,449) (95) (9,803)
26 June 2021 (DIS) 742 7 822
19 October 2021 10,382 104 12,759
10 November 2021 3,526 35 4,234
22 November 2021 (DIS) 591 6 717
13 December 2021 2,449 24 3,073
1 February 2022 4,576 46 5,738
4 March 2022 3,562 36 4,558
30 March 2022 5,449 55 6,978
44,997 450 55,468
As at 31March 2022, there were 159,234,647 (2021: 114,237,168) shares allotted, called up and fully paid. During the
year, the Company issued 54,446,844 shares under an offer for subscription and the Dividend Investment Scheme
as detailed below:
2022
£’000
2021
£’000
Amounts falling due within one year:
Prepayments and accrued income 141 56
Other debtors 1,439 143
Short-term loan – 1,462
1,580 1,661
14. Debtors
2022
£’000
2021
£’000
Sundry creditors and accruals 1,427 245
15. Creditors: amounts falling due within one year
2022
£’000
2021
£’000
Trail commission creditor 625 249
16. Creditors: amounts falling due after more than one year
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
68

18. Reserves
Called-up share capital represents the nominal value of shares that have been issued.
Share premium account includes any premiums received on issue of share capital less any transaction costs associated
with the issuing of shares and any amounts transferred to the special reserve.
The capital redemption reserve accounts for amounts by which the issued share capital is diminished through the
repurchase and cancellation of the Company’s own shares.
Capital reserves includes all current and prior period realised and unrealised movements in the fair value of investments
and all costs which are considered capital in nature. As at 31 March 2022 there were realised losses of £14,014,128 (2021
Losses: £11,627,363) and £63,247,034 of unrealised, non-distributable, gains (2021: £36,366,663).
Revenue reserve includes all current and prior period retained profits and losses. The balance on the account is
distributable.
Special reserve includes amounts transferred from the share premium account on 26 March 2014 and 22 December 2020.
The special reserve is a distributable reserve that is subject to certain restrictions under the VCT rules.
The restricted distributable reserves will become unrestricted on the following dates:
Net asset value per share is based on net assets at the year end and on 159,234,647 (2021: 114,237,168) shares, being the
number of shares in issue at the year end.
The net asset values per share at the year-end were as follows:
2022
Net asset values attributable
2021
Net asset values attributable
Net assets
(£’000)
Net assets
per share (p)
Net assets
(£’000)
Net assets
per share (p)
B Ordinary Shares 200,585 126.0 132,666 116.1
19. Net asset value per share – unaudited
Date
Amount
£’000
1 April 2021 12,047
1 April 2022 12,185
1 April 2023 44,343
1 April 2024 7,570
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
69

Notes to the Financial Statements continued
2022 2021
Cost
£’000
Fair value
£’000
Cost
£’000
Fair value
£’000
Assets at fair value through profit or loss:
Equity investments 92,477 141,505 68,158 101,582
Loan stock 18,631 19,940 10,917 17,497
Assets measured at amortised cost:
Cash at bank 39,612 39,612 12,420 12,420
Other debtors 1,580 1,580 200 200
Short-term loans – – 1,462 1,462
Liabilities measured at amortised cost:
Creditors (2,052) (2,052) (486) (494)
150,248 200,585 92,671 132,666
21. Financial instruments
The Company’s financial instruments comprise:
(i) Equity and fixed-interest investments that are held in accordance with the Company’s investment objectives as set
out in the Directors’ Report; and
(ii) Cash, liquid resources, short-term debtors and creditors that arise directly from the Company’s operations.
Investments are made in a combination of equity and loans. Surplus funds are held on bank deposit. It is not the
Company’s policy to trade in financial instruments or derivatives.
Fixed asset investments are valued at fair value through profit or loss. Unquoted investments are valued by the Directors
using rules consistent with International Private Equity and Venture Capital Association (“IPEV”) guidelines. The fair value
of all other financial assets and liabilities is represented by their carrying value in the balance sheet. Further details of the
bases on which financial instruments, including investments, are held may be found at Notes 5 and 12 and in the
Investment Manager’s Review on pages12 and 13.
The Company held the following categories of financial instruments at 31March 2022:
2022
£’000
2021
£’000
Profit/(loss) before taxation for the year 24,108 14,009
Net (gain)/loss on investments (27,755) (16,741)
Increase in debtors (excluding share issue proceeds and short-term loans) (86) (18)
Increase in interest rolled up in fixed income investments (1,240) (326)
Increase in creditors and accruals (excluding share issue expenses, short-term loans and fixed asset
investment balances) 1,265 174
Net cash outflow from operating activities (3,707) (2,902)
20. Reconciliation of profit before taxation to net cash outflow from operating activities
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
70

21. Financial instruments (continued)
Loans to investee companies are treated as fair value through profit or loss and are included in the investment portfolio.
Unquoted investments account for 100% of the investment portfolio by value. The investment portfolio has a 100%
concentration of risk towards small UK based, sterling denominated companies and represents 81% (2021: 90%) of
net assets at the year end.
All financial liabilities due within one year are expected to be settled within six months of the period and in accordance
with normal credit terms.
The main risks arising from the Company’s financial instruments are credit risk, investment valuation risk, interest rate
risk, foreign exchange risk on portfolio companies own cash flows, and liquidity risk. All assets and liabilities are
denominated in sterling, hence there is no currency risk.
Credit risk
The Company has exposure to credit risk in respect of its loan stock investments. This risk is managed through the due
diligence process adopted when making loan investments to unquoted companies and through regular monitoring of the
investee companies by the Investment Manager. The selection of credit institution at which to hold cash balances is made
by the Investment Manager and monitored by the Board. The credit risk is managed by ensuring cash is held with an
institution or institutions with a Standard & Poors’ long-term credit rating of BBB or better. The maximum exposure to
credit risk at the balance sheet date was £61,918,950 (2021: £27,971,703). The Company has banking relationships with
Barclays Bank plc and Metro Bank plc.
Investment valuation risk
The Board manages the investment valuation risk inherent in the Company’s portfolio by maintaining an appropriate
spread of risk and by ensuring full and timely access to relevant information from the Investment Manager. The Board
reviews the investment performance and financial results, as well as compliance with the Company’s investment
objectives. The Board seeks to ensure that an appropriate proportion of the Company’s portfolio is invested in cash and
readily realisable securities which are sufficient to meet any funding commitments which may arise. The Company does
not use derivative instruments to hedge against market risk.
The equity and fixed interest stocks of the Company’s unquoted investee companies are not traded and, as such, their
prices are more uncertain than those of more frequently traded stocks. It is estimated that a 30% fall in the carrying value
of the Company’s unquoted investments would reduce profit before tax for the year and the Company’s net asset value per
share by £48,433,776 and 30.4p (2021: £35,723,646 and 31.3p) respectively.
A 30% estimate is considered to be an appropriate illustration given historical volatility and market expectations of future
performance. The sensitivity analysis for unquoted valuations below assumes that each of the sub-categories of financial
instruments (ordinary shares, preference shares and loan stocks) held by the Company produces an overall movement of
30%. Shareholders should note that equal correlation between these sub-categories is unlikely to be the case in reality,
particularly in the case of loan stock instruments. Where share prices are falling, the equity instrument could fall in value
before the loan stock instrument. It is not considered practical to assess the sensitivity of the loan stock instruments to
market price risk in isolation.
Interest rate risk
The Company’s financial assets include loan stock and bank deposits which are interest bearing, at a mix of fixed and
variable rates. As a result, the Company is exposed to interest rate risk due to fluctuations in prevailing levels of market
interest rates. The Board seeks to mitigate this risk through regular monitoring of the Company’s interest-bearing
investments. The Company does not use derivative instruments to hedge against interest rate risk.
As at 31March 2022, the Company’s financial assets by value, excluding short-term debtors and creditors which are not
exposed to interest rate risk, comprised:
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
71

Notes to the Financial Statements continued
21. Financial instruments (continued)
Financial assets £’000 %
Interest
rate
Weighted average
interest rate
%
Fixed
term
years
Venture capital investments
Ordinary shares 139,156 69.2 n/a n/a n/a
Loan stock interest 65 – Fixed 9 n/a
Loan stock interest 50 – Fixed 10 n/a
Loan stock interest 19 – Fixed 8 n/a
Loan stock interest 1 – Fixed 8 n/a
Loan stock interest 2 – Fixed 8 n/a
Loan stock interest 3 – Fixed 8 n/a
Loan stock 290 0.1 Fixed 9 5
Loan stock 500 0.2 Fixed 8 5
Loan stock 3,876 1.9 Fixed 12 5
Loan stock 2,155 1.1 Fixed 9 5
Loan stock 250 0.1 Fixed 8 5
Loan stock 500 0.2 Fixed 10 5
Loan stock 500 0.2 Fixed 8 5
Loan stock 500 0.2 Fixed 8 5
Loan stock 150 0.1 Fixed 8 5
Loan stock 200 0.1 Fixed 8 5
Loan stock 250 0.1 Fixed 8 5
Loan stock 2,258 1.1 Fixed 10 5
Loan stock interest 2 – Fixed 8 5
Loan stock 138 0.1 Fixed 12 5
Loan stock 157 0.1 Fixed 12 5
Loan stock 174 0.1 Fixed 10 5
Loan stock 399 0.2 Fixed 10 5
Loan stock 127 0.1 Fixed 10 5
Loan stock 174 0.1 Fixed 8 5
Loan stock 171 0.1 Fixed 8 5
Loan stock 320 0.2 Fixed 10 5
Loan stock 280 0.1 Fixed 10 5
Loan stock 318 0.2 Fixed 8 5
Loan stock interest 78 – Fixed 12 5
Loan stock interest 3 – Floating 11.5 n/a
Loan stock interest 1 – Floating 11.5 n/a
Loan stock 131 0.1 Fixed 8 5
Loan stock 518 0.3 Fixed 8 5
Loan stock interest 101 0.1 Fixed 7 n/a
Loan stock interest 106 0.1 Fixed 10 n/a
Loan stock interest 54 – Fixed 8 n/a
Loan stock interest 31 – Fixed 8 n/a
Loan stock 2,581 1.3 Fixed 12 5
Loan stock 2,023 1 Fixed 8 5
Loan stock 2,027 1 Fixed 8 5
Loan stock 770 0.4 Fixed 8 5
Loan stock 36 – Fixed 8 5
Bank deposits 39,612 19.8 Floating 0.15 n/a
201,057 100.00
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
72

22. Management of capital
The Board of Directors considers the Company’s net assets to be its capital and the Company does not have any externally
imposed capital requirements.
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern,
satisfy the relevant HMRC requirements and provide at least adequate returns for shareholders.
As a VCT, the Company must have, and must continue to have, within three years of raising its capital at least 80% by
value of its investments in VCT qualifying holdings which are a relatively high risk asset class of small UK companies.
In satisfying this requirement, the Company’s capital management scope is restricted. Subject to this restriction, the
Company directs investment policy and may adjust dividends, return capital to shareholders, issue new shares or sell
assets to maintain the level of liquidity to remain a going concern.
23. Geographical analysis
The operations of the Company are wholly in the United Kingdom.
24. Related parties
The Company retains Pembroke Investment Managers LLP (“PIM”) as its Investment Manager.
David Till, a non-executive Director of the Company, is a member of PIM. During the year ended 31March 2022,
£3,341,514 was payable to PIM for Investment Manager services of which £1,058,506 was owed to PIM at the year end
(2021: £2,305,576, of which £43,917 was owed at the year end).
A performance fee of £376,588 was paid to the Investment Manager in November 2021.
The remuneration and shareholdings of the Directors, who are key management personnel of the Company, is disclosed
in the Directors’ Remuneration Report on page42.
21. Financial instruments (continued)
It is estimated that, if the floating interest rate fell to 0%, pre-tax profit for the year would fall by 0.25% (2021: 0.14%) on
an annualised basis.
The risk from future fluctuations in interest rate movements should be mitigated by the Company’s intention to complete
its investment strategy and to hold a majority of its investments in instruments which are not directly exposed to market
interest rate changes.
Liquidity risk
The investments in equity and fixed interest stocks of unquoted companies that the Company holds are not traded and
thus are not readily realisable. At times, the Company may be unable to realise its investments at their carrying values
because of an absence of willing buyers. The Company’s ability to sell investments may also be constrained by the
requirements set down for VCTs. To counter such liquidity risk, sufficient cash and money market funds are held to meet
running costs and other commitments.
25. Events after the reporting period
Non‑adjusting events
Since the Company’s year end, the following transactions have taken place:
• The Company has made investments of £300,000 in Bella Freud Limited, £500,000 in Eartex Ltd, £1,500,000
in Natal Angels Limited, £3,000,000 in Peckwater Investments Ltd, £200,00 in Make it Plain Ltd, £100,000 in
Stitch & Story Ltd and £345,872 in Rubies in the Rubble Ltd.
• 3,567,154 shares were allotted under the share offer on 5 April 2022 raising £4,557,819.
• 1,963,428 shares were allotted under the share offer on 12 April 2022 raising £2,486,500.
• 1,436,881 shares were allotted under the share offer on 13 May 2022 raising £1,819,825.
The Board has resolved to pay a special dividend of 5.0 pence per B Ordinary share which will be paid in July 2022.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
73

Notice of Annual General Meeting
Notice is hereby given that the ninth annual general meeting of Pembroke VCT plc will be held at 9.00 a.m. on Thursday,
29September 2022 at 3 Cadogan Gate, London SW1X 0AS for the purpose of considering and, if thought fit, passing the
following resolutions (of which, resolutions 1 to 9 will be proposed as ordinary resolutions and resolutions 10 to 13 will be
proposed as special resolutions).
It is the Board’s opinion that all resolutions are in the best interests of shareholders as a whole and the Board recommends that
shareholders should vote in favour of all resolutions. Any shareholder who is in doubt as to what action to take should consult
an appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all your shares in the Company, please forward this document to the purchaser, transferee,
stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
If you are unable to attend in person, please consider viewing the live stream of the AGM which the Board has arranged.
To do so, please send an email to agm@pembrokevct.com stating your wish to view the live stream. You will then be sent
access details. The deadline for requesting access to the stream is 22 September 2022.
The Board also encourages the submission by those who are unable to attend in person of questions on either the Company or
the portfolio to the Board via email to agm@pembrokevct.com by 22 September 2022, being one week prior to the date of the
AGM. Answers will be published on the Company’s website at the time of the AGM.
Ordinary Resolutions
1. To receive the Directors’ and the Independent Auditor’s Reports and the Company’s Financial Statements for the year ended
31 March 2022.
2. To receive and approve the Directors’ Remuneration Report for the year ended 31 March 2022.
3. To re appoint BDO LLP as auditor of the Company to hold office until the conclusion of the next annual general meeting
at which accounts are laid before the Company.
4. To authorise the Directors to fix the remuneration of the auditor.
5. To re-elect Jonathan Djanogly as a Director of the Company.
6. To re-elect Laurence Blackall as a Director of the Company.
7. To re-elect David Till as a Director of the Company.
8. That, in accordance with article 147 of the Company‘s articles of association (the “Articles”) and in addition to existing
authorities, the Directors of the Company be and are hereby generally and unconditionally authorised in accordance with
section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the Company to allot and issue the following
B ordinary shares of 1 pence each in the capital of the Company (“B Ordinary Shares”) pursuant to the terms and conditions
of the dividend investment scheme adopted by the Company on 3 December 2015 and in connection with any dividend
declared or paid in the period commencing on the date of this resolution 8 and ending on the later of the date of the
Company’s next annual general meeting or the date falling 15 months after the date of the passing of this resolution:
B Ordinary Shares up to an aggregate nominal amount representing 10% of the issued B Ordinary Share capital from time
to time (approximately 16,620,211 B Ordinary Shares at the date of this notice).
9. That, in addition to any existing authorities, in accordance with section 551 of the Act, the Directors be and are hereby
generally and unconditionally authorised to exercise all the powers of the Company to allot:
a. B Ordinary Shares up to an aggregate nominal amount of £600,000 in connection with offer(s) for subscription; and
b. B Ordinary Shares up to an aggregate nominal amount representing 20% of the issued B Ordinary Shares from time
to time; and
that, in connection with the use of the authority, the Directors may pay commission(s) including in the form of fully or partly
paid shares in accordance with article 9 of the Articles and provided that this authority shall, unless renewed, extended,
varied or revoked by the Company, expire on the later of the date of the Company’s next annual general meeting or the date
falling 15 months after the date of the passing of this resolution save that the Company may, before such expiry, make offers
or agreements which would or might require B Ordinary Shares to be allotted and the Directors may allot B Ordinary Shares
in pursuance of such offers or agreements notwithstanding that the authority conferred by this resolution has expired.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
74

By Order of the Board
The City Partnership (UK) Limited
Company Secretary
28 June 2022
Special Resolutions
10. That, in accordance with section 570(1) of the Act, the Directors be and are hereby given power to allot or make offers or
agreements to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authorities conferred
by resolution 8 above as if section 561 of the Act did not apply to any such allotment, and so that:
a. Reference to the allotment in this resolution shall be construed with section 560 of the Act; and
b. The power conferred by this resolution shall enable the Company to make offers or agreements before the expiry of said
power which would or might require equity securities to be allotted after the expiry of the said power and the Directors
may allot equity securities of such offers or agreements notwithstanding the expiry of such power.
11. That, in accordance with section 570(1) of the Act, the Directors be and are hereby given power to allot or make offers or
agreements to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authorities conferred by
resolution 9 above as if section 561 of the Act did not apply to any such allotment, and so that:
a. Reference to the allotment in this resolution shall be construed with section 560 of the Act, and
b. The power conferred by this resolution shall enable the Company to make offers or agreements before the expiry of the
said power which would or might require equity securities to be allotted after the expiry of the said power and the
Directors may allot equity securities in pursuance of such offers or agreements notwithstanding the expiry of such
power.
12. That, subject to the approval of the High Court of Justice, the amount standing to the credit of the share premium account
of the Company, at the date the court order is made confirming such cancellation, be and is hereby cancelled.
13. That the Company be and is hereby generally and unconditionally authorised within the meaning of section 701 of the Act
to make market purchases of B Ordinary Shares provided that:
(i) the maximum number of B Ordinary Shares hereby authorised to be purchased is an amount equal to 14.99% of the
issued B Ordinary Share capital of the Company from time to time;
(ii) the minimum price which may be paid for a B Ordinary Share is 1 pence per share, the nominal amount thereof;
(iii) the maximum price which may be paid for a B Ordinary Share is an amount equal to the higher of (a) 105% of the average
of the middle market quotation per B Ordinary Share taken from the London Stock Exchange Daily Official List for the
five business days immediately preceding the day on which such B Ordinary Share is to be purchased and (b) the amount
stipulated by Article 5(6) of the Market Abuse Regulation.
(iv) the authority hereby conferred shall (unless previously renewed or revoked) expire on the earlier of the AGM of the
Company to be held in 2022 and the date which is 15 months after the date on which this resolution is passed; and
(v) the Company may make a contract or contracts to purchase its own B Ordinary Shares under this authority before the
expiry of the authority which will or may be executed wholly or partly after the expiry of the authority, and may make a
purchase of its own B Ordinary Shares in pursuance of any such contract or contracts as if the authority conferred hereby
had not expired.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
75

Entitlement to vote
The right to vote at the Annual General Meeting is determined by reference to the register of members 48 hours before the time
of the Annual General Meeting. Accordingly, to be entitled to vote, Shareholders must be entered in the register of members by
close of business on 27 September 2022.
Appointment of proxies
1. As a member of the Company, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote
at the Annual General Meeting.
For this purpose, you may use the Form of Proxy which will have been sent to you unless you opted for electronic
communications. As an alternative to completing the hard copy Form of Proxy, Shareholders can appoint a proxy electronically
on-line, as explained below.
If you opted for electronic communications, then you will have been sent an email which includes information on how to
appoint a proxy electronically on-line.
You can only appoint a proxy using the procedures set out in these notes.
2. A proxy does not need to be a member of the Company. Details of how to appoint the chairman of the meeting or another
person as your proxy using the Form of Proxy are set out in these notes.
3. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares.
You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy,
please complete a Form of Proxy for each proxy specifying which of your shares the proxy will be acting in respect of.
4. If you do not give your proxy an indication of how to vote on the resolutions, your proxy will vote or abstain from voting
at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter
which is put before the meeting.
Appointment of proxy using hard copy Form of Proxy
5. These notes explain how to direct your proxy to vote on the resolutions or withhold their vote.
To appoint a proxy using the Form of Proxy, the form must be:
• completed and signed;
• sent or delivered to The City Partnership (UK) Limited, The Mending Rooms, Park Valley House, Park Valley Mills, Meltham
Road, Huddersfield HD4 7BH; and
• received by The City Partnership (UK) Limited no later than 9.00 a.m. on 27 September 2022 in respect of the Annual
General Meeting or, if the meeting is adjourned, by no later than 48 hours prior to the adjourned Annual General Meeting.
In the case of a member which is a company, the Form of Proxy must be executed under its common seal or signed on its
behalf by an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the Form of Proxy is signed (or a duly certified copy of such power
or authority) must be included with the Form of Proxy.
Electronic appointment of proxies
6. As an alternative to completing the hard copy Form of Proxy, you can appoint a proxy electronically via the registrar’s on-line
Proxy Voting App which may be found by copying https://proxy-pembroke.cpip.io into your browser. You will need your City
Investor Number (CIN) and your Access Code which may be found either on the Form of Proxy or in the email sent to you.
For an electronic proxy appointment to be valid, your appointment must be received by The City Partnership (UK) Limited
no later than 48 hours prior to the time of the meeting, i.e. by 9.00 a.m. on 27 September 2022.
Notice of Annual General Meeting continued
Notes
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
76

Appointment of proxy by joint members
7. In the case of joint shareholders, where more than one of the joint holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint
holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior).
Changing proxy instructions
8. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the
cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended
proxy appointment received after the relevant cut-off time will be disregarded.
Where you have appointed a proxy using the hard copy Form of Proxy and would like to change the instructions using another
hard copy Form of Proxy, please contact The City Partnership (UK) Limited, The Mending Rooms, Park Valley House, Park
Valley Mills, Meltham Road, Huddersfield HD4 7BH.
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt
of proxies will take precedence.
Termination of proxy appointments
9. In order to revoke a proxy instruction you will need to inform the Company using one of the following methods:
• By sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to The City
Partnership (UK) Limited, The Mending Rooms, Park Valley House, Park Valley Mills, Meltham Road, Huddersfield HD4 7BH.
In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on
its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under
which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the
revocation notice.
• By sending an e-mail to proxies@city.uk.com with a signed revocation attached to the email such that the revocation would
have been valid had it been sent by ordinary mail. This email address should not be used for any other purpose unless
expressly stated.
• By amending your proxy vote via the Proxy Voting App which may be found by copying https://proxy-pembroke.cpip.io into
your browser.
Whichever method is used, the revocation notice must be received by the Company no later than 9.00 a.m. on 27 September
2022 in respect of the Annual General Meeting or, if the meeting is adjourned, by no later than 48 hours prior to the adjourned
Annual General Meeting.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the
paragraph directly below, your proxy appointment will remain valid.
Communication
10. Except as provided above, members who have general queries about the meeting should contact the Company Secretary
by post at The City Partnership (UK) Limited, The Mending Rooms, Park Valley House, Park Valley Mills, Meltham Road,
Huddersfield HD4 7BH, or by email at enquiries@city.uk.com (no other methods of communication will be accepted).
You may not use any electronic address provided either:
• in the notice of the Annual General Meeting; or
• any related documents (including the Form of Proxy),
to communicate with the Company for any purposes other than those expressly stated.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
77

Corporate Information
Reporting calendar
for the year ending 31March 2023
Results announced:
Interim – November 2022
Annual – June 2023
Directors
(all non‑executive)
Independent
Jonathan Simon Djanogly (Chair)
Laurence Charles Neil Blackall
Mark Stokes
Louise Wolfson
Non‑independent
David John Till
Registered office and
principal place of business
3 Cadogan Gate
London
SW1X 0AS
www.pembrokevct.com
Investment Manager
Pembroke Investment Managers LLP
3 Cadogan Gate
London
SW1X 0AS
Company Secretary
The City Partnership (UK) Limited
110 George Street
Edinburgh
EH2 4LH
Independent Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Registrar
The City Partnership (UK) Limited
The Mending Rooms
Park Valley Mills
Meltham Road
Huddersfield
HD4 7BH
Bankers
Barclays Bank plc
1st Floor
99 Hatton Garden
London
EC1N 8DN
Metro Bank PLC
One Southampton Row
London
WC1B 5HA
VCT Status Adviser
Philip Hare & Associates LLP
Suite C, First Floor
4-6 Staple Inn
London
WC1V 7QH
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31March 2022
78

Designed by & inc.

3 Cadogan Gate, London SW1X 0AS
Incorporated in England and Wales
with registered number 08307631