for the year ended 31 March 2026
Annual report
Docusign Envelope ID: 7E51E13F-99DB-8C89-830E-3597BE2B2186

Pembroke VCT plc (the “Company” or “Pembroke VCT”) is a generalist
VCT focused on early-stage investments in founder-led businesses.
Docusign Envelope ID: 7E51E13F-99DB-8C89-830E-3597BE2B2186

The Company invests in a diversified portfolio of
small, principally unquoted companies, and selects
those which Pembroke Investment Managers LLP
(the “Investment Manager” or “PIM” or “Pembroke”)
believes provide the opportunity for value appreciation.
The Investment Manager supports the success of the
Company through fundraising, fund management,
marketing, investment management including
investment pipeline, portfolio management, and
liaising with professional advisors.
The Board of Directors of the Company (the “Board”)
believes that the Company can benefit from leveraging
the sector experience of the Investment Manager and
also that there are likely to be synergistic advantages
from grouping similar businesses.
To achieve its investment objective, the Company and
the Investment Manager seek out companies with the
following key attributes:
• Talented leadership: The Company and the
Investment Manager prioritise companies led by
what they consider to be talented founders and
management teams, with a proven track record in
their respective fields.
Investment Objective
The Company and the Investment Manager’s
investment strategy is focused on delivering long-term
stable capital growth, accompanied by annual
dividends, and further dividends may also
be paid where significant realisations occur from the
sale of portfolio assets (subject to realised profits,
distributable reserves, liquidity and the VCT rules).
Investment Strategy
Business Services
Technology
Consumer
• Strong business models: The Company and the
Investment Manager’s focus is on companies with
attractive business models and solid company
fundamentals.
• Market disruptors: The Company and the Investment
Manager seek companies that have the potential to
disrupt large markets with a standout and
innovative product or service.
• Compelling valuations: The Company and the
Investment Manager carefully evaluate investment
opportunities to ensure a compelling entry valuation.
• Value growth potential: Companies in the portfolio
demonstrate a credible and justifiable path to
achieving significant value growth, potentially
leading to an exit event within a four-to-eight-year
time horizon.
By adhering to these principles, the Company aims to
deliver strong returns for its investors while
maintaining a disciplined and responsible approach to
investment management.
The Company and the Investment Manager will
maintain their focus on businesses within the three
key sectors, utilising deal origination to continue to
access quality new investment opportunities.
Its approach centres on investing in a diversified
portfolio of carefully researched unquoted companies,
operating within three key sectors known for their
attractive fundamental characteristics:
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
3
Pembroke VCT
Investments
Statutory Reports
Governance
Auditor’s Report
Financials
Docusign Envelope ID: 7E51E13F-99DB-8C89-830E-3597BE2B2186

4
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
Pembroke VCT
Investments
Statutory Reports
Governance
Auditor’s Report
Financials
Pembroke VCT
Financial Highlights
Performance
Chair’s Statement
Key Performance Indicators (KPIs)
5
6
7
10
Governance
Corporate Governance Statement
Statement of Directors’ Responsibilities
75
78
Investments
Segment Analysis
Investment Portfolio
Investment Manager’s Review
Investment Review
14
15
18
40
Auditor’s Report
Independent Auditor’s Report 79
Strategic Report
The Board
Directors’ Report
Directors’ Remuneration Report
56
65
68
71
Statutory Reports
Financials
Income Statement
Balance Sheet
Statement of Changes in Equity
Statement of Cash Flow
Notes to the Financial Statements
Notice of Annual General Meeting
Corporate Information
87
88
89
90
91
103
107
Docusign Envelope ID: 7E51E13F-99DB-8C89-830E-3597BE2B2186

(2025: 99.7p)
for the year ended 31 March 2026
Financial Highlights
97.6p
(2025: £194.6m)
£234.8m
(2025: 139.7p)
See KPI section on page 10
(2025: £7.7m invested in
four new investments)
143.1p
£19.7m
(2025: 5.0p)
The Company paid two (2025: three)
dividends in the year, a total
of £14.8m (2025: £11.1m)
(2025: £8.9m invested in eight
follow-on investments)
5.5p
£14.8m
Net asset value per share
Net asset value total
return per share
Dividend paid per share Increase of portfolio
value over cost
(2025: 56%)
See Investments section
on page 15
Total value of investments Cash invested in
seven new investments
Cash invested in 13
follow-on investments
Total cash invested
during the year
(2025: £16.6m)
69%
£34.5m
*Increase in portfolio value over cost is an Alternative Performance Measure calculated as total portfolio fair value including interest divided by cost (See page 17).
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
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Investments
Statutory Reports
Governance
Auditor’s Report
Financials
Pembroke VCT
Docusign Envelope ID: 7E51E13F-99DB-8C89-830E-3597BE2B2186

150p
140p
130p
110p
60p
70p
120p
100p
90p
80p
Pembroke VCT B Ord Share Total Return
Pembroke VCT B Ord Share Total Return + Tax Benefits*
FTSE AIM Total Return
FTSE UK SmallCap Total Return
Mar 2021 Mar 2022 Mar 2023 Mar 2025 Mar 2026Mar 2024Sep 2021 Sep 2022 Sep 2023 Sep 2025Sep 2024
*Tax benefits include a 30% initial income tax credit on invested cost and exclude income tax benefits on dividends and capital gains on VCT shares.
The graph compares the total returns on an investment of
100 pence in the Company’s B Ordinary Shares over five
years (the minimum holding period under VCT rules),
assuming dividends are not reinvested, with the total
shareholder return on a notional investment of 100 pence in
two FTSE indices. The FTSE UK Small Cap Total Return index
was chosen for comparison purposes as it is the most
relevant to the Company’s investment portfolio. FTSE AIM
Total Return Index was presented as an additional
benchmark illustration.
Performance
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
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Investments
Statutory Reports
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Auditor’s Report
Financials
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Docusign Envelope ID: 7E51E13F-99DB-8C89-830E-3597BE2B2186

0
50
100
150
200
250
300
400
350
132.7
13.5
Mar 2021
0.2
Mar 2025
251.7
51.8
24.1
Mar 2026
286.2
66.6
32.0
200.6
22.8
Mar 2022
10.1
£ millions
106.5
6.3
Mar 2020
0.2
224.1
40.7
Mar 2024
17.7
216.1
31.1
Mar 2023
10.1
NAV Cumulative Dividends Cumulative Share Buybacks
I am pleased to present the annual results for Pembroke VCT
plc for the year ended 31 March 2026.
Overview
The Company closed a £40.8 million fundraise, following last
year’s record £50.8 million. We thank our existing
shareholders for their continued support and we welcome our
new shareholders.
The Company’s net asset value (“NAV”) at 31 March 2026 is
£286.2 million (2025: £251.7 million), continuing the upward
trend driven by fundraising and portfolio growth. The increase
is after returning £22.7 million to shareholders during the
year through dividends and share buybacks.
During the period, the Total Return (NAV plus cumulative
dividends paid) per share increased 3.4 pence, or 2.4%, from
139.7 pence per share to 143.1 pence per share. NAV per share
at year end is 97.6 pence (2025: 99.7 pence), reflecting the
dividends paid during the year.
In November 2025, Pembroke VCT exited its stake in N Family
Club, generating £8.7 million for shareholders — a 2.9x return
on cost. As a result of this successful exit, a 3.5 pence/share
dividend was paid to shareholders in January 2026.
Set against this successful exit, three portfolio companies
were written down to nil during the year and have effectively
been exited. Peckwater Brands, Floom and United Fitness
Brands all faced significant operational and market
headwinds that the Pembroke team and the respective
management teams were unable to overcome. The combined
cost of these three investments was £13.9 million. Peckwater
Brands had been a strong performer in prior years, and its
NAV, dividends and buybacks
Chair’s Statement
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
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Investments
Statutory Reports
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Auditor’s Report
Financials
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Docusign Envelope ID: 7E51E13F-99DB-8C89-830E-3597BE2B2186

0p
20p
40p
60p
80p
100p
120p
140p
160p
116.1
18.0
Mar 2021
134.1
115.1
30.0
Mar 2023
145.1
104.6
35.0
Mar 2024
139.6
99.7
40.0
Mar 2025
139.7
97. 6
45.5
Mar 2026
143.1
126.0
25.0
Mar 2022
151 .0
NAV per share Cumulative dividends per share
NAV total return per share performance
Chair’s Statement
continued
reversal is disappointing. The Board and the Investment
Manager have reflected carefully on the lessons from these
outcomes and will continue to apply that learning to the deal
evaluation and portfolio monitoring processes.
We will continue to work with the Investment Manager
to generate further shareholder returns through exits and
partial exits.
Investment Portfolio Overview
We are pleased with the strong performers in the portfolio,
notably LYMA, Popsa, Coat, Secret Food Tours, Serve First, Tala,
Troubadour and With Nothing Underneath, all of which are on
robust growth trajectories. Further detail is set out in the
Investment Manager’s Review.
We currently hold investments in nine portfolio companies with
individual valuations exceeding £50 million. These companies
represent just under half of the portfolio’s total value.
We recognise that some portfolio companies have faced
challenges in the current economic environment. Heist, Eave,
OnePlan, Chucs Restaurants, JustWears and KXU have seen
reductions in valuation during the year. The Investment
Manager continues to work closely with the affected
management teams.
During the year, the Company invested £34.5 million in new
and follow-on investments. £19.7 million was deployed across
seven new investments: Exeros (£4.0 million), PeakAiO
(£3.7 million), Bolt Insight (£3.5 million), MonetizationOS
(£3.0 million), CybaVerse (£2.5 million), Serve First
(£2.0 million) and Fanalysis (£1.0 million). Whilst Pembroke
remains a generalist investor, the majority of this year’s new
investments were in technology and AI-enabled businesses,
reflecting where the Investment Manager identified the most
compelling opportunities in the period. A further £14.8 million
was invested across 13 existing portfolio companies,
including SeatFrog, Cydar, My Expert Midwife, Credentially,
Vieve and Popsa, to support their continued growth.
For further details, see the Investment Manager’s Review and
Investment Portfolio.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
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Auditor’s Report
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Pembroke VCT
Docusign Envelope ID: 7E51E13F-99DB-8C89-830E-3597BE2B2186

Results
The Company made a profit of £9.8 million in the year to
31 March 2026 (2025: £0.4 million profit). Net investment
revaluations contributed a £13.5 million gain, supplemented
by investment income of £2.7 million. Investment Manager
fees were £5.4 million and Company expenses were
£0.9 million.
Environmental, Social & Governance (“ESG”)
We are proud that the Pembroke VCT portfolio includes nine
registered B Corp
TM
companies: Coat, Dropless, Hackney
Gelato, JustWears, Lyma, Popsa, Rubies in the Rubble,
Troubadour and With Nothing Underneath.
Following the integration of ESG_VC into Reframe Venture, the
Investment Manager continues its membership and shares the
ESG_VC framework with portfolio company management
teams to collect ESG data at company level.
The Investment Manager is also a signatory of the Investing
in Women Code, supporting the advancement of female
entrepreneurship in the UK. Pembroke VCT has been a supporter
of female founders since inception, with 34% of our portfolio
companies having at least one female founder or leader.
The Board continues to develop its strategy in this area and
to embed ESG at Pembroke VCT.
Dividends and share buybacks
In the year to March 2026 the Company paid a total of
£14.8 million (2025: £11.1 million) in dividends. A 2.0 pence
per share dividend was paid in May 2025 and a further
3.5 pence per share dividend was paid in January 2026,
totalling 5.5 pence per share for the year and exceeding the
Company’s annual dividend target of 5.0 pence per share. The
above-target distribution reflects exit proceeds from N Family
Club and the partial exit of Secret Food Tours in the last
financial year.
Chair’s Statement
continued
The Company continues with its policy to pay additional
dividends above target as investment exits are achieved.
We have continued to uphold our policy of half-yearly
buybacks at a 5% discount to NAV. In April 2025 the Company
bought back 4,862,763 shares at 94.34 pence per share for an
aggregate consideration of £4.6 million. In September 2025
the Company bought back a further 3,482,573 shares at
93.58 pence per share for an aggregate consideration of
£3.3 million. In total, £7.9 million was returned to
shareholders through buybacks during the year.
Additionally, after the March 2026 year end, the Company
bought back 7,223,786 shares at 91.37 pence per share and
for an aggregate consideration of £6.6 million.
As interests in portfolio companies are sold, the Company
intends to continue paying dividends and conducting share
buybacks, but always subject to the requirements and best
interests of the Company, the rules and regulations to which it
is subject and the Company having sufficient cash resources.
VCT Status
Philip Hare & Associates LLP provides both the Board and the
Investment Manager with advice concerning 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.
In the Autumn Budget in November 2025, the Chancellor
announced that upfront income tax relief on VCT subscriptions
will be reduced from 30% to 20% for shares issued on or after
6 April 2026. The same Budget increased the annual and
lifetime investment limits for qualifying companies. The Board
is disappointed by the reduction in tax relief, which risks
dampening fundraising across the sector, but welcomes the
increased investment limits and the continued role of the VCT
scheme in supporting UK growth companies.
Outlook
We are encouraged by the performance of the portfolio.
The successful exit of N Family Club at a 2.9x return on cost
demonstrates the value being created within our investments.
Nine portfolio companies are individually valued at
£50 million or more, and continue to represent a substantial
proportion of the total portfolio value.
The Investment Manager continues to see strong deal flow,
reflected in the seven new investments completed during the
year. We remain positive about the investment opportunities
ahead, both within the existing portfolio and from new
companies entering the pipeline.
The Board and the Investment Manager remain conscious of
the macro-economic and political environment of the UK.
However the Board is confident that the founders of our
portfolio companies will continue to adapt and to seek
growth opportunities.
We will continue to work with the Investment Manager to
generate further shareholder returns.
Annual General Meeting
The Annual General Meeting (“AGM”) will be held at the
Company’s offices at 223-231 Old Marylebone Road, London
NW1 5QT on 16 September 2026 at 12 noon.
Jonathan Djanogly
Chair
26 June 2026
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
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Auditor’s Report
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Pembroke VCT
Docusign Envelope ID: 7E51E13F-99DB-8C89-830E-3597BE2B2186

125p
140p
135p
145p
130p
Hurdle vs actual total return per share
2026
143.1p
140.9p
2025
139.7p
137.9p
PVCT
Hurdle
As a VCT, the Company’s objective is to provide shareholders with an attractive income and capital return by
investing its funds in unquoted companies which meet the relevant criteria for VCTs.
The Board has agreed upon the following five key performance measures to assess the Company’s success in
meeting these objectives. Some of these are classified as alternative performance measures (“APMs”) in line with
Financial Reporting Council (“FRC”) guidance.
2026 2025 Reason for movement
97.6p 94.2p* NAV per share increased by 3.4 pence, or
3.4%, from 94.2* pence per share to
97.6 pence per share. This is mainly as a
result of the Company’s portfolio growth.
*Adjusted for dividends paid in the year of 5.5 pence
Total return pence per share: 2026 2025
Cumulative dividends paid at the beginning of the period 40.0 35.0
Dividends paid during the year 5.5 5.0
Total dividends paid since launch 45.5 40.0
Closing NAV per share 97.6 99.7
Total return per share 143.1 139.7
Increase in total return per share
10 year 35.7%
5 year 7.7%
1 year 3.4%
Key Performance Indicators (KPIs)
1. NAV per share;
2. NAV total return per share;
3. Dividends per share paid in the year;
4. Annual Recurring Costs; and
5. Qualifying percentages under VCT rules.
1. NAV per share
The NAV per share of the Company is the sum of the
underlying assets less the liabilities of the Company, divided
by the total number of shares in issue. The Company’s target
is for the NAV per share to remain level or increase after
adjusting for dividends paid.
The Company’s total return has seen an increase of
3.4 pence, 3.4% over the past year, 7.7% over the past five
years, and 35.7% over the past 10 years. The total return
continues to achieve the growth target hurdle measured by
the Board on the performance of the Investment Manager.
2. NAV total return per share
This is the most widely used measure of performance in the
VCT sector. Total return per share is an APM that is
calculated as the NAV per share plus cumulative dividends
paid per share. Total return per share enables shareholders
to evaluate more clearly the performance of the Company,
as it reflects the overall return and value of shareholders’
interest. One of the hurdles for the Investment Manager to
be paid a Performance Incentive Fee (“PIF”) when a
profitable exit is achieved is for the total return per share to
increase by 3.0 pence per year from August 2020
(124.1 pence) or 3% of the NAV per share if the NAV per
share is below 100.0 pence.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
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Docusign Envelope ID: 7E51E13F-99DB-8C89-830E-3597BE2B2186

6p
0p
1p
5p
4p
3p
2p
This is within the Company’s annual limit of 0.5% of NAV.
See Notes 5 and 8.
2026 2025
Annual Running Costs (£’00) 918 902
Net Asset Value (£’00) 286,222 251,671
Annual Running Costs
as a percentage of NAV
0.32% 0.36%
3. Dividends per share paid in the year
The Company has a target of paying an annual dividend
of 5.0 pence per share.
The Company paid 5.5 pence per share (2025: 5.0 pence per
share) of dividends in the current period, which exceeded
the target of 5.0 pence per share annual dividend.
The Company continues to achieve its dividend targets.
The dividend yield was 5.5% in 2026 (4.8% in 2025).
4. Annual Running Costs
The Company is indemnified by the Investment Manager by
such amount equal to the excess by which the Annual
Running Costs of the Company exceed 0.5% of the
Company’s NAV, calculated on an annual basis. The Board
monitors its costs carefully (as an APM) and seeks to
maintain the Annual Running Costs below 0.5% of NAV.
The Board monitors the Annual Running Costs as follows:
2026
5.5p
5.0p
2025
5.0p
5.0p
PVCT
Hurdle
Dividend yield per share*
2026: 5.5%
2025: 4.8%
continuedKey Performance Indicators
*Dividend yield is an APM calculated as the dividend per share divided by the opening NAV per share.
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
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5. Qualifying percentages under VCT rules*
The Company complies with the VCT rules which require it to maintain the following criteria.
*The values on these APMs are computed based on specific HMRC rules and are not in line with any GAAP.
The Company continues to meet the requirements of the
VCT rules and is confident there continues to be sufficient
investment opportunities to maintain this.
E 2026 2025
Maximum 15% 15%
PVCT 0% 0%
Legend
A
The Company’s income in the period has
been derived wholly or mainly (70% plus)
from shares or securities.
B
At least 80% of the value of the Company’s
investments has been represented
throughout the period by shares or
securities comprised of qualifying holdings
of the company.
C
For funds raised after 5 April 2011, at least
70% by value of the company’s qualifying
holdings has been represented throughout
the period by holdings of eligible shares.
D
(FY 2024
Fund Raise)
At least 30% of the funds raised in FY
2023/2024 are invested in qualifying
holdings by 31 March 2025.
D
(FY 2025
Fund Raise)
At least 30% of the funds raised in FY
2024/2025 are invested in qualifying
holdings by 31 March 2026.
E
The Company has not retained more than
15% of its income from shares and
securities.
D
(FY2025 Fund raise)
D
(FY2024 Fund raise)
PVCT 32% 30%
Minimum
criteria
30% 30%
A B C
PVCT 2025 80% 85% 89%
PVCT 2026 87% 88% 85%
Minimum
criteria
70% 80% 70%
continuedKey Performance Indicators
80%
90%
100%
0%
10%
60%
50%
40%
30%
20%
70%
0%
10%
60%
50%
40%
30%
20%
70%
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
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Docusign Envelope ID: 7E51E13F-99DB-8C89-830E-3597BE2B2186

Investments
13
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Statutory Reports
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Docusign Envelope ID: 7E51E13F-99DB-8C89-830E-3597BE2B2186

£69.7m
Business Services 24%
Consumer 22%
£62.4m
Other Net Assets* 20%
£57.9m
Technology 34%
£96.2m
Total Net Assets
£286.2 million
(including cash and
cash equivalents of £56.6m)
Segmental breakdown of the investment portfolio
based on net assets at 31 March 2026.
Pembroke VCT has a
sector-balanced portfolio
and liquidity for new and
follow-on investments.
*Includes interest rolled up in fixed income investments
Segment Analysis
14
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
Pembroke VCT
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Docusign Envelope ID: 7E51E13F-99DB-8C89-830E-3597BE2B2186

Transreport
My Expert Midwife
Ro&Zo
Bloobloom
Peak AiO
<ometizationOS
Coat
WNU
Stillking
Annie Mals
Dropless
LYMA
Popsa
Troubadour
Hackney Gelato
Tala
Five Guys
Secret Food Tours
Mindset AI
Serve First
Eave
Wishi
HotelMap
Bolt Insight
Thriva
Exeros
OnePlan
SeatFrog
Credentially
Bella Freud
Heist
Cybaverse
Smartr365
Toucan Tech
Cydar
Decrease in fair valueCost of investment Increase in fair valueFair value as at 31 March 2026
Business Services (24% of Net Assets) Consumer (22% of Net Assets) Technology (34% of Net Assets)
30.0
20.0
12.5
0
2.5
15.0
17.5
22.5
5.0
25.0
£m
7.5
27.5
10.0
32.5
40.0
37.5
35.0
4.5
1.5
0.9
2.4
1.9
1.9
2.6
0.04
6.5
7.8
4.5
0.9
0.7
2.6
1.6
Vieve
0.03
KX Gym
1.1
36.3
16.5
10.9
Smartify
0.7
Ryft
0.7
Unbolted
0.2
0.6
2.9
3.1
0.5
6.6
Rubies in the Rubble
0.8
JustWears
1.6
Roto VR
0.4
Auddy
0.7
Rated People
0.5
Fanalysis
Investment Portfolio
Investment portfolio valuation vs cost
Note: As at 31 March 2026, the Company holds investments, valued at £nil, in Alexa Chung, Bella Freud Parfum, Chilango, Kat Maconie, Kinteract, United Fitness Brands, Floom, Chucs Restaurants, KXU,
and Peckwater Brands.
15
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
Pembroke VCT
Statutory Reports
Governance
Auditor’s Report
Financials
Investments
Docusign Envelope ID: 7E51E13F-99DB-8C89-830E-3597BE2B2186

As at 31 March 2026 As at 31 March 2025
Cost
£’000
Fair value
£’000
% of
NAV
Cost
£’000
Fair value
£’000
% of
NAV
SeatFrog 5,800 10,349 3.6 3,000 7,268 2.9
Credentially 6,247 7,764 2.7 5,000 6,110 2.4
Serve First 5,000 7,557 2.6 – – –
Cydar 4,800 4,800 1.7 3,000 1,360 0.5
OnePlan 5,000 4,438 1.6 5,000 6,448 2.6
HotelMap 3,300 4,200 1.5 3,300 4,200 1.7
Exeros 4,000 4,000 1.4 – – –
Stillking 1,452 3,828 1.3 1,452 4,273 1.7
Smartr365 3,500 3,500 1.2 3,500 3,500 1.4
Bolt Insight 3,500 3,500 1.2 – – –
Dropless 6,350 3,431 1.2 5,750 2,831 1.1
Thriva 1,330 3,266 1.1 1,330 3,266 1.3
Toucantech 1,000 2,930 1.0 1,000 2,437 1.0
CybaVerse 2,500 2,500 0.9 – – –
Mindset AI 2,250 2,250 0.8 2,000 2,000 0.8
Eave 4,400 1,262 0.4 4,150 1,590 0.6
Wishi 153 114 0.0 153 114 0.0
PeckWater Brands – – 0.0 4,000 9,375 3.7
60,582 69,689 24.5 42,635 54,772 21.7
As at 31 March 2026 As at 31 March 2025
Cost
£’000
Fair value
£’000
% of
NAV
Cost
£’000
Fair value
£’000
% of
NAV
Five Guys 2,726 9,267 3.3 2,726 9,772 3.9
Secret Food Tours 1,195 8,947 3.1 1,195 7,749 3.1
Troubadour 2,540 7,073 2.5 2,540 5,381 2.1
Hackney Gelato 5,000 5,878 2.1 5,000 5,878 2.3
Tala 3,200 5,771 2.0 3,200 3,510 1.4
Bloobloom 4,500 5,223 1.8 4,500 4,500 1.8
Bella Freud 4,279 4,279 1.5 4,279 4,191 1.7
With Nothing Underneath 1,500 3,148 1.1 1,500 1,500 0.6
My Expert Midwife 3,000 3,000 1.0 1,500 1,500 0.6
Ro&Zo 3,100 2,580 0.9 2,600 2,600 1.0
Vieve 2,206 2,232 0.8 1,000 1,025 0.4
KX 700 1,800 0.6 700 1,654 0.7
Heist 8,349 1,754 0.6 8,349 2,508 1.0
Rubies in the Rubble 1,328 510 0.2 1,328 510 0.2
Annie Mals 500 500 0.2 500 500 0.2
JustWears 2,000 420 0.1 2,000 420 0.1
Chucs Restaurants – – 0.0 2,220 200 0.1
KXU – – 0.0 1,034 790 0.3
United Fitness Brands – – 0.0 5,276 1,028 0.4
N is for Nursery – – 0.0 3,000 7,297 2.9
46,123 62,382 21.8 54,447 62,513 24.8
continued
Investment Portfolio
Business Services Consumer
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Note: As at 31 March 2026, the Company holds investments, valued at £nil, in Alexa Chung,
Bella Freud Parfum, Chilango, Kat Maconie, Kinteract, United Fitness Brands, Floom, Chucs
Restaurants, KXU, and Peckwater Brands.
As at 31 March 2026 As at 31 March 2025
Cost
£’000
Fair value
£’000
% of
NAV
Cost
£’000
Fair value
£’000
% of
NAV
LYMA 2,000 38,289 13.4 2,000 33,778 13.4
Popsa 6,250 22,711 7.9 5,200 17,253 6.9
Coat 5,000 15,884 5.5 5,000 10,275 4.1
PeakAiO 3,713 3,713 1.3 – – –
Smartify 2,300 3,045 1.1 2,300 3,045 1.2
Transreport 3,000 3,000 1.0 3,000 3,000 1.2
MonetizationOS 3,000 3,000 1.0 – – –
Roto VR 2,500 2,073 0.7 2,250 1,823 0.7
Ryft 960 1,682 0.6 660 660 0.3
Auddy 1,800 1,108 0.4 1,800 1,108 0.4
Fanalysis 999 999 0.3 – – 0.0
Unbolted 400 553 0.2 400 553 0.2
Rated People 641 189 0.1 641 189 0.1
Floom – – 0.0 4,560 145 0.1
32,563 96,246 33.5 27,811 71,829 28.6
As at 31 March 2026 As at 31 March 2025
Cost
£’000
Fair value
£’000
% of
NAV
Cost
£’000
Fair value
£’000
% of
NAV
Total Portfolio before interest 139,268 228,317 79.8 124,893 189,114 75.1
Interest rolled up in
fixed-income investments
– 6,484 2.2 – 5,466 2.2
Total Portfolio including interest 139,268 234,801 82.0 124,893 194,580 77.3
Other Net Assets 51,421 51,421 18.0 57,091 57,091 22.7
Net assets 190,689 286,222 100.0 181,984 251,671 100.0
continued
Technology Totals
Investment Portfolio
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Investment Manager’s Review
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The 2026 financial year marked a year of strong progress. Against a dynamic
market backdrop, we maintained a disciplined and proactive approach to
originating high-quality investment opportunities, actively managing the
portfolio, and delivering tangible outcomes for shareholders. We continued to
work closely with our new and existing portfolio companies to strengthen
management teams, optimise operating structures, and leverage technology to
accelerate growth and profitability. This approach has delivered clear results,
with all KPIs on pages 10 to 12 achieved and, in most cases, exceeded,
reinforcing the strength of our strategy and execution.
The year culminated in another record net asset
value achieved alongside £99 million of cash
returned to shareholders since inception,
demonstrating both the resilience of the portfolio
and our continued ability to realise exits and
crystallise value. This performance was further
supported by a successful fundraising of
£40.8 million, reflecting sustained investor
demand and confidence in the long-term
opportunity, despite the reduction in VCT income
tax relief from 6 April 2026.
We have continued to deploy capital selectively
and with conviction, prioritising both new
opportunities and our highest-performing existing
investments, with a clear focus on scaling
businesses and driving profitable growth in a
challenging environment.
As Investment Manager to Pembroke VCT, our
focus remains centred on three core priorities:
delivering successful fundraises, originating and
executing high-quality investments, and driving
sustainable value creation across the portfolio.
2025/26 Investment Deal Flow
invested since
31 March 2026
£4.3m
Opportunities reviewed
2024/5: 719 deals = £2.7bn
915
deals =
£2.9bn
New investments made
2024/5: 4 deals = £7.7m
7
deals =
£19.7m
Meetings held
2024/5: 205 deals = £700m
218
deals =
£743.6m
Follow-on investments made
2024/5: 8 deals = £8.9m
13
deals =
£14.8m
Investment Manager’s Review
Fundraising
We delivered a strong fundraising outcome for the
2025/2026 fundraising year, securing £40.8 million
in a highly competitive market environment
shaped by global geopolitical uncertainty and the
unexpected reduction in VCT income tax relief
from 30% to 20% effective 6 April 2026. This result
reflects continued confidence from both new and
existing investors in our investment strategy, track
record, and ability to deliver sustainable returns.
The success of the fundraise strengthens our
capital base, enabling us to deploy capital with
discipline and conviction, and positions the
Company to capitalise on future opportunities
while continuing to build a diversified, high-quality
portfolio.
Sourcing and Executing Investment
Opportunities
We maintained strong momentum in sourcing and
executing investment opportunities throughout
the year. Building on activity in the first half, the
second half saw a further step-up in both the
volume and quality of deal flow, reflecting
improved market conditions and the strength
of our origination strategy.
Through proactive outreach and deep engagement
with founders, advisers, and wider market
participants, we secured access to a high-quality
pipeline of opportunities. This translated into
increased investment activity over the period, with
capital deployed selectively into both new
investments and high-performing existing portfolio
companies.
Our disciplined approach to origination and
execution continues to position us well to deploy
capital effectively, maintaining a robust pipeline of
high-quality opportunities to support future growth.
The graph opposite provides further insight into the
flow of investment opportunities during the year.
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0
Number of
companies
20.0
40.0
60.0
80.0
100.0
120.0
Valuation in £m
6
5
Mar 2023
92.5
3
1
Mar 2021
18.5
6
3
Mar 2026
102.6
7
3
Mar 2025
100.2
8
2
Mar 2022
75.3
1
1
Mar 2020
7.3
6
3
88.0
Mar 2024
114 910102 9
Valuation of portfolio companies individually valued between £50m and £100m Valuation of portfolio companies individually valued over £100m
Investment Manager’s Review continued
Driving Value Across the Portfolio
We remained focused on actively supporting our portfolio
companies through evolving market conditions, providing
tailored strategic guidance to help them adapt operations,
manage cost pressures, navigate leadership transitions, and
respond effectively to business challenges. This was
complemented by a continued focus on leveraging
technological advancements to drive operational efficiency,
enhance scalability, and support sustainable growth and
profitability.
A core part of our investment philosophy is backing
exceptional founders and management teams. Their clarity
of vision, operational discipline, and agility in execution
reduce risk and enable us to act as a true partner rather than
a passive investor. We have also continued to strengthen
governance across the portfolio through the appointment of
experienced, industry-qualified non-executive directors and
chairpersons, enhancing strategic oversight, sector
expertise, and independent challenge as businesses scale
towards exit.
This hands-on, founder-led approach continues to underpin
the resilience and progression of the portfolio. Despite
realisations over the years, nine of our portfolio companies
are individually valued in excess of £50 million, up from just
two in 2020, and together represent £102.6 million of the
total portfolio value. This reflects our ability to scale and
support our high-performing, more established businesses,
exit mature investments, while continuing to back new
emerging companies that enhance diversification and future
growth potential.
Across the portfolio, this has translated into clear
commercial traction, with businesses scaling revenues,
strengthening market positions, and deepening strategic
partnerships. These outcomes continue to support value
creation and position the portfolio for future realisations.
The reduction in the number of companies reflects a realisation during the year; however, the increase in aggregate value
highlights continued growth among the remaining portfolio.
Companies individually valued at greater than £50m enterprise value
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Investment Manager’s Review continued
During the year, we established a dedicated value creation team to enhance our ability to drive strategic, data-led,
and technology-enabled growth across the portfolio. The team combines deep expertise in business strategy, artificial
intelligence, digital marketing, and leadership development, and works directly with founders to embed innovation and
operational excellence within their organisations.
The team’s work is structured around four key pillars:
The Value Creation Team: Accelerating Strategic Value
By embedding AI, data-driven decision-making, and strategic growth frameworks into our portfolio, the value creation team
enhances the speed, precision, and scalability of our companies’ operations. This initiative underscores our belief that
technology, insight, and leadership alignment are fundamental to creating long-term value.
Strategy Development
Delivering strategic
workshops and
transformation
programmes focusing on
redefining business models
and long-term growth
strategies.
AI & Innovation
Providing targeted AI
training and adoption
support, and a portfolio-
wide AI-EO Optimisation
Guide to help founders
turn emerging technology
into measurable business
leverage.
Marketing & Positioning
Strengthening brand and
market presence through
positioning audits, product
launch support, and
go-to-market planning.
Executive Support
Offering leadership
guidance and CEO advisory
across the portfolio,
including transformation
support and C-Suite/Board
level recruitment.
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Investment Manager’s Review continued
We strengthened our value creation capabilities during
the year with the appointment of Felix Danczak as
Head of AI & Growth. Felix works closely with our
portfolio companies to embed AI-driven approaches
and sharpen go-to-market strategies, supporting
founders to scale more effectively and prepare for key
inflexion points, including fundraising and exit.
His work combines strategic guidance with hands-on
execution, ranging from targeted workshops to direct
support on GTM initiatives, tooling and operational
workflows. During the year, Felix has led a series of
portfolio-focused AI sessions and events, including a
recent dedicated AI workshop, helping management
teams identify practical, high-impact use cases and
accelerate adoption in a commercially meaningful way.
Felix also partners with our investment team,
contributing to the assessment of AI readiness and
commercial strength in prospective investments,
further strengthening Pembroke’s differentiated
value-add offering.
Prior to joining Pembroke, Felix held senior leadership
roles including VP Global Head of Marketing at Zuora,
COO at Zephr, and Head of Strategy at Signal AI, and is
the author of Market-Led Growth, reflecting his focus
on practical, commercially grounded execution.
We further strengthened our value creation
capabilities during the year with the appointment of
Emma Ward as Head of Talent. Emma works closely
with portfolio company leadership teams to enhance
organisational structure and leadership depth,
supporting businesses as they scale and prepare for
key stages of growth.
Her focus is on building high-performing, resilient
leadership teams, leading executive search and
headhunting for Chair, Non-Executive Director and
C-suite appointments, as well as supporting succession
planning and governance frameworks. Through this
work, Emma helps ensure our portfolio companies are
equipped with the leadership capability required to
deliver sustainable, long-term performance.
Emma brings over 25 years’ experience advising
early-growth, challenger and global businesses on
leadership and talent strategy. She partners closely
with founders and boards, combining deep expertise in
executive search with a practical understanding of
how strong leadership and culture translate into
commercial outcomes.
Prior to joining Pembroke, Emma was European
Managing Director at The Talent Business, a leading
global executive search firm focused on brand and
innovation. Her appointment further enhances
Pembroke’s ability to support portfolio companies
in building the leadership infrastructure needed to
scale successfully.
We further strengthened our portfolio support
capabilities during the year with the appointment of
Nick as Portfolio Associate. Nick works closely with
portfolio company founders and leadership teams,
supporting follow-on investment activity, exit
planning, financial planning and the preparation of
investment materials.
Through this work, he helps ensure portfolio
companies are well positioned for capital raising and
strategic transactions, providing analytical support
and contributing to the development of robust,
investor-ready materials.
Prior to joining Pembroke, Nick worked in Corporate
Development at a large public technology company,
where he was involved in the full in-house M&A
lifecycle and supported the delivery of strategic
recommendations to the C-suite. He is a qualified CPA
(Canada), having trained at PwC Toronto in the Deals,
Valuations and Financial Modelling team, where he
gained experience across a broad range of sectors.
Felix Danczak
Head of AI & Growth
Emma Ward
Head of Talent
Nick Maslechko
Portfolio Associate
The Value Creation Team
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New Investments
The Company made seven new
investments in FY26, totalling £19.7m.
Follow-on Investments
The Company deployed £14.8m on
thirteen follow-on investments.
Exit
Pembroke completed one exit (£8.8m)
generating a positive return in total.
Net Valuation Change
The portfolio valuation increased
by £13.5m, which reflects the
growth of portfolio companies.
£m
Valuation at
31 March 2025
Follow-on
investments
New
investments
Net valuation
change
240
200
210
220
230
170
180
190
Exit
228.3
189.1
19.7
14.8
13.5
(8.8)
Valuation at
31 March 2026
Investment Manager’s Review continued
Overall Portfolio Performance
The movement in the value of the Company’s portfolio is illustrated below:
The portfolio value as at March 2026 represents a 69% uplift on cost (2025: 56%). This increase is primarily driven by improved valuations across existing holdings, reflecting strong underlying
trading performance, and achieved despite recent investments continuing to be held at cost.
While macroeconomic uncertainty and a shifting global environment have introduced volatility, our portfolio companies have continued to adapt with discipline and agility. Management teams
are actively diversifying growth channels, including strategic brand partnerships, influencer-led marketing, targeted B2B expansion, and the adoption of technology to enhance efficiency and
reach. These initiatives are increasingly translating into scalable revenue streams, often with limited incremental cost.
As a result, a growing number of portfolio companies are delivering sustainable growth and improving profitability, reinforcing the strength of the underlying portfolio and supporting continued
value creation. Notable strong performers include Coat, Lyma, Popsa, Secret Food Tours, Serve First, Tala, Troubadour,and With Nothing Underneath, all of which are on robust growth trajectories.
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Investment Manager’s Review continued
Strong performers in our portfolio
Coat delivered its strongest financial
year to date, growing revenue by
more than 70% year-on-year and is
profitable. The business
simultaneously completed the
transition of its fulfilment operations
to a new owned facility, exiting its
third-party logistics provider while
maintaining sales and service levels.
The first quarter of 2026 was the
highest-revenue quarter in the
company’s history.
In 2025, Popsa saw its strongest rate
of growth since the pandemic,
accelerating for the third year in a
row. The memory curation platform
added £10 million in revenue without
increasing headcount, and whilst
maintaining its profitability. Average
order value was up by more than 10%
year-on-year, and margins were
further enhanced with efficiencies in
the supply chain. The company also
completed its North American roll
out, launching in Mexico in the third
quarter of the year.
LYMA delivered a strong revenue
performance in 2025, with new
customer acquisition ahead of budget,
US sales growing to account for the
majority of direct-to-customer (DTC)
revenue, and profitability improving.
In the first quarter of 2026, revenue
grew year-on-year, driven by the Laser
PRO. The business has just launched
ID², a new gut health supplement
targeting the longevity market.
Secret Food Tours, the world’s top
rated food tour operator, was ranked
18th in Deloitte’s UK Fast 50 and
named the fastest-growing consumer
services company in the UK on the
2025 UK Fast Growth Index. Revenue
continued to grow year-on-year,
driven by organic city expansion and
an acquisition-led strategy that
included acquiring market-leading
tour operators in Montreal and New
York City.
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Strong performers in our portfolio (continued)
Investment Manager’s Review continued
Serve First secured a £5 million
follow-on funding round, co-led by
Pembroke VCT and Mercia Ventures,
having nearly doubled its recurring
revenue since Pembroke VCT’s initial
investment in June 2025. The
company added customers, including
Brentford FC, The Body Shop and
Topps Tiles during the period.
Troubadour delivered its strongest
year on record in 2025, with full-year
revenue growth and its highest
quarterly revenue in the company’s
history. Growth was led by the
corporate channel, which more than
doubled year-on-year, and direct
online sales, which more than
doubled in the second half of the
year. The period also saw sustained
editorial recognition, including being
named Wirecutter’s best laptop
backpack for the fourth consecutive
year, alongside features in Esquire,
Glamour, Wired, and GQ.
TAL A delivered accelerated year-on-
year revenue growth, underpinned by
the launch of two physical stores,
which acquired over 14,000 new
customers and established a scalable
retail model. The brand also
expanded its wholesale footprint
from three to nine partners across the
UK, Australia, and the UAE, while
enhancing its digital sales channels
and fulfilment capabilities, driving
improvements in conversion and
customer engagement.
With Nothing Underneath continued
strong revenue growth in 2025,
supported by the expansion of
knitwear and a growing retail
footprint. The brand was ranked 52nd
in The Sunday Times 100 Fastest
Growing Companies for 2025 and
named Womenswear Brand of the
Year at the Drapers Awards 2025.
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Challenges Faced by Some Portfolio Companies
Investment Manager’s Review continued
OnePlan: faced a reduction in overall revenue as its
contracts supporting the Paris 2024 Olympics and Milano
Cortina 2026 Winter Olympics successfully concluded. This
prompted a significant cost restructuring carried out at the
end of 2025 and into early 2026. The company now has a
strong focus on the core 2D venue management platform,
where margins of approximately 90% are being achieved.
Monthly recurring revenues for the core platform have
grown in the five months to May 2026 and are on target for
growth in 2026. Pembroke VCT made a follow-on investment
with other shareholders in April 2026 to support the
business through to profitability. OnePlan was shortlisted
for a major international sporting event technology contract,
with a third-party Geographic Information System software
provider included in the bid for a licence of up to 100 users,
representing a significant potential revenue opportunity
arising from the partnership.
Eave: expanded its product range over the past year to
include noise, dust and vibration monitoring, significantly
broadening its addressable market. These new products
have been developed with high-quality clients and under a
formal technology partnership with Samsung, contributing
to a strong and growing pipeline. While some certification
timelines and working-capital constraints have delayed
revenue conversion, these are expected to be short-term in
nature. The company is actively engaging with both new and
existing shareholders and anticipates closing a bridge round
in the coming months to support continued growth.
Peckwater Brands: navigated a challenging period and
pursued several credible routes to recovery. We worked
closely with the management team to address operational
and market challenges, supporting efforts to stabilise
performance and explore viable recovery options.
Whilst these efforts were credible and well executed, the
outcome is disappointing. Trading was significantly impacted
by external factors beyond the business’s control, most
notably the contraction of the Stonegate estate and the
cancellation of the planned rollout with a pub group,
resulting in the business ceasing trading in February 2026
and subsequently entering liquidation. This resulted in a full
write-off of the investment during the year.
We recognise that some of our portfolio companies face challenges in the current economic environment. OnePlan, Eave, and Peckwater Brands have encountered obstacles impacting their growth
strategies. In response, the Pembroke team has been working closely with these companies’ management teams to develop financially resilient strategies and prioritise cost-effective operations.
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% Valuation of portfolio companies
March 2025 % of Portfolio Value*
Number of companies stated in each bar
March 2026 % of Portfolio Value**
60%
30%
50%
10%
20%
40%
0%
Declining
Revenue
Growing
Up to 25%
High growth
25% to 50%
Rapid Growth
50% to 100%
1
2
1%
2%
10%
8%
48%
27%
35%
55%
6%
8%
5
4
12
10
21
19
7
10
Rapid Growth
Greater than 100%
Our portfolio continues to demonstrate resilience, with the
majority of companies delivering year-on-year revenue
growth. While a small number of businesses have
experienced revenue declines, these largely reflect
deliberate strategic actions to improve revenue quality,
strengthen margins, reduce operating losses, and extend
cash runway.
Overall, the portfolio shows a clear shift towards higher-
quality, more sustainable growth, with an increasing
proportion of companies progressing into higher revenue
growth brackets.
The following graph illustrates the distribution of year-on-
year revenue growth across the portfolio.
Declining Revenue
Of seven companies with declining revenue, four (5% of
portfolio value) are transitioning to more sustainable,
profitable models, causing temporary reductions in revenue.
The remaining three represent 1% of the portfolio by value.
*Based on Actual last 12 months Revenue to February 2025. **Based on Actual last 12 months Revenue to February 2026.
Investment Manager’s Review continued
Year on Year Revenue Growth
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0-3 years
4-6 years
7-9 years
10+ years
2025:
2025:
2025:
2025: 18%
2025: £54.8m, 29%
£69.7m, 31%
Business Services
2025: £71.8m, 38%
£96.2m, 42%
Technology
£62.4m, 27%
2025: £62.5m, 33%
Consumer
30%
37%
12%
14%
19%
49%
21%
Portfolio Valuation by Holding PeriodPortfolio Valuation by Sector
Investment Manager’s Review continued
Current portfolio analysis
The following charts provide a snapshot of our portfolio’s valuation as of 31 March 2026, compared to 31 March 2025.
They offer insights into the portfolio’s diversification and stability across sector spread, the duration of the investment
hold period, and current valuation compared to cost.
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2025:
2025:
2025:
2025:
2025:
2025:
2025:
Profitability Stage
Revenue Stage
Mature
Scale Up
Growth
Early Stage
Revenue Generating
+ Profitable (EBITDA)
Revenue Generating
+ Pre-Profit (EBITDA)
Pre-Revenue
6%
60%
58%
24%
26%
10%
5%
0.3%
64%
35%
2%
48%
50%
11%
Revenue over
£50m
Revenue less
than £1m
Revenue between
£1m and £5m
Revenue between
£5m and £50m
11
8
2
3
3
1
30
35
13
9
18
17
16
16
Number of companies stated in each bar
76% of the 46 portfolio companies
are valued above cost. The
decrease from previous year
reflects investments in new
companies during the year which
are held at cost.
Portfolio Valuation
Relative to Cost
2026
8%
8%
16%
10%
76%
82%
2025
At cost
Below cost
Above cost
Portfolio Valuation by
Investment Manager’s Review continued
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Investment Manager’s Review continued
Investment activity
The Company invested £34.5m (2025: £16.6 million) in total in the year, including
£19.7 million in seven new companies (2025: £7.7 million in four companies) and a further
£14.8 million (2025: £8.9 million) in thirteen existing portfolio companies (2025: eight).
New investments
As high-quality deal flow emerged during the year, we completed seven new investments,
reflecting both improved market conditions and the strength of our origination capabilities.
The new investments comprise CyberVerse, Bolt Insight, Exeros Technologies and Serve First
within Business Services, Fanalysis, and PeakAiO and MonetizationOS within Technology.
These businesses are characterised by strong management teams, clear product-market fit,
and scalable business models, aligning closely with our investment strategy.
Serve First was founded by Erol Ayvaz, who brings strong commercial
experience and a clear understanding of the market. The business
is showing early signs of traction, with growing recurring revenues
and a scalable model. By combining data, technology, and customer
insight, Serve First is helping businesses improve service quality
and efficiency.
NEW
Business Services
Jay Biring and Joe Williams, co-founders of Exeros Technologies,
combine over two decades of experience in vehicle safety and fleet
technology. Jay leads product strategy and commercial development
alongside Joe, who oversees operations and large-scale deployments,
together growing the business from inception to a diversified base of
more than 200 fleet operators across the UK.
Exeros provides smart camera and telematics systems that improve
fleet safety, compliance, and operational efficiency, with over 11,000
systems installed across blue-chip operators including the AA, RAC,
and National Highways.
NEW
Business Services
PEAK:AIO has built an AI software platform that addresses one of data
storage’s most pressing problems: how information is stored and
accessed at scale. The company was founded by Mark Klarzynski, who
led the development of Software Defined Storage in 2000 and created
the enterprise storage framework that remains widely used and
licensed today. Recognising that the rise of AI demands a fundamentally
different approach to data, Mark rebuilt the solution from the ground
up for the AI market. Pembroke’s investment gives the VCT exposure
to the intersection of AI, data storage, and software infrastructure,
with a high-calibre customer base and a strong product offering.
NEW
Technology
MonetizationOS is led by founder and CEO James Henderson,
an experienced entrepreneur with a strong track record of building
and scaling technology businesses. The platform helps companies
better manage and monetise their digital products and services. With
demand growing for smarter ways to generate revenue online, the
business is well-positioned to build a scalable and
high-quality platform.
NEW
Technology
Fanalysis is a new digital platform where verified football supporters
rate and review their club’s players, managers and performances,
producing structured fan-sentiment data that clubs and broadcasters
can use. Founded by Michael McIntyre and Lucas McIntyre and led by
CEO Edward Griffith, who previously scaled LoveCrafts to over
£100 million in annual revenue, the platform is launching in phases
through the Premier League season, with Sky Sports committed
under a media-for-equity partnership to embed Fanalysis data across
its coverage.
NEW
Technology
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CybaVerse is a UK cybersecurity platform built for SMEs and the
managed service providers that serve them. Founded in 2018 by
Oliver Spence, who spent over a decade in military and commercial
cyber operations, and Gemma Blake, who leads the commercial and
channel function, the business has grown recurring revenues sharply
through 2024 and 2025 and recently acquired SecureAck, adding
automated threat remediation to the platform. SMEs remain a
structurally underserved segment of the cybersecurity market,
and we believe CybaVerse’s bundled, partner-led model is well
placed to capture share.
NEW
Business Services
Bolt Insight is led by CEO and Co-Founder Hakan Yurdakul, a brand
strategy and consumer insight specialist with more than 13 years of
experience at Unilever, where he led transformation initiatives across
the business. The business is gaining significant traction, with a
customer base that includes large, global organisations. By combining
technology with human insight, Bolt helps businesses understand
their customers more quickly and effectively, positioning it well for
continued growth.
NEW
Business Services
New investments (continued)
Investment Manager’s Review continued
Exit
The Company successfully exited its investment in N Family Club
during the year, generating proceeds of £8.7 million against an
investment cost of £3.0 million, representing a 2.9x return on cost.
The investment benefited from strong execution by the management
team, with the business delivering consistent growth and scaling its
premium early years offering. The exit reflects the successful delivery
of the Company’s value creation strategy and its ability to realise
returns from high-quality investments.
Proceeds from the exit supported a 3.5 pence per share dividend paid
in January 2026, reinforcing the Company’s focus on returning exit
proceeds to shareholders.
Consumer
Post year-end investment activity
Our investment team is working on a number of deals and is maximising opportunities to
expand our portfolio of unique, innovative businesses. Since the year-end, the Company has
made six additional investments totalling £4.3 million, comprising a new investment of
£1.5 million in Kaizan and follow-on investments of £2.8 million across five companies.
The Company has also successfully exited its investment in KX for £1.8 million proceeds
against an investment cost of £0.7 million, representing a 2.6x return on cost. The deal flow
in the next financial year continues to show promise.
Valuation
The Company’s investments are valued in line with the International Private Equity and
Venture Capital (IPEV) valuation guidelines, as of December 2022, developed by the British
Venture Capital Association (now UK Private Capital) and other bodies. Under these
guidelines, valuations are determined at ‘fair value’ for accounting purposes. Actual
commercial transactions by third parties in the companies’ shares may be made at valuations
lower than, or higher than, the fair value.
To determine fair value, the Investment Manager employs a variety of valuation approaches,
combining recent investment prices with market-based methodologies. The market-based
approach values an asset by comparing it to similar businesses, operating on the principle
that a prudent buyer would pay no more for an asset than the cost of a comparable substitute
with equivalent income potential. Recent investment prices are considered fair value only
after thorough analysis of all relevant circumstances around each underlying investment.
Portfolio valuations are prepared quarterly by the Investment Manager, and reviewed and
approved by the Board. Further information is available in the Investment Portfolio and
Investment Manager’s Review on pages 19 to 54.
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Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
The Investment Manager, Pembroke Investment Managers
LLP (PIM), is led by an experienced leadership team and has
grown to over 20 professionals (from 11 in 2021), reflecting
the continued development of the team to support the
Company and its portfolio companies. The team’s collective
expertise spans venture capital, finance, fund management,
and valuations, aligning closely with the Company’s
investment objective and strategy.
PIM supports the Company across the full investment
lifecycle, including fundraising, marketing, investment
origination and execution, portfolio management, and
engagement with professional advisers. Its integrated
approach ensures a disciplined investment process and
active oversight of the portfolio.
PIM remains focused on maximising shareholder returns
through:
• A progressive and aligned fee structure
– Pembroke VCT operates a differentiated, exit-based
Performance Incentive Fee (“PIF”) model, under which
fees are only payable to the Investment Manager once
cumulative realised gains exceed cumulative realised
losses. This ensures that performance fees are only
earned at the point of our exit and only after the
Company has received positive cash returns and past
losses have been recovered. No PIF is paid on unrealised
gains during the investment hold period, reinforcing
strong alignment between the Investment Manager and
shareholders. This approach continues to be positively
recognised by independent reviewers.
– While an arrangement fee and a limited three-year
portfolio monitoring fee is charged to support more
active portfolio engagement, overall costs remain
among the lowest in the market.
• Active portfolio management and resilience
– The portfolio comprises a diversified group of actively
managed businesses that continue to demonstrate
resilience and growth in a challenging, albeit improving,
market environment.
– The Investment Manager works closely with portfolio
companies to support value creation, including
strengthening management teams, enhancing
governance, and driving operational improvements.
– This is complemented by dedicated Growth and AI
capabilities, supporting companies in adopting data-
driven strategies, leveraging technology, and improving
customer acquisition, efficiency, and scalability.
Investment Manager’s Review continued
– Through this hands-on approach, the Investment Manager
seeks to accelerate growth, improve profitability, and
position businesses for successful realisations.
• Strong and diverse deal origination
– The Investment Manager benefits from a broad and
well-established origination network, including
corporate finance advisers, founders within the existing
portfolio, service providers, other funds, direct
relationships, and proactive outbound sourcing. This
multi-channel approach provides consistent access to
high-quality, proprietary deal flow.
The Investment Manager is part of the Oakley Capital group,
a leading European mid-market private equity investor with
over €17 billion of assets under management. As part of the
wider Oakley platform, the Investment Manager benefits
from access to a broad range of shared resources, including
compliance, governance, finance, HR, legal, and IT,
supported by a team of over 150 professionals.
This access to high-quality specialist capabilities enables the
Investment Manager to operate as a lean, independently-
managed team, dedicating its efforts to originating
investment opportunities and actively supporting portfolio
founders. In addition, being part of the Oakley group
provides valuable exposure to a broader investment
ecosystem, allowing the Investment Manager to leverage
shared insights, experience, and networks to enhance
portfolio company performance.
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Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
Who we are
Chris joined PIM in 2019. Prior to joining PIM he was CFO
at Downing LLP. During his ten years at Downing, the
business expanded considerably and diversified from
managing VCTs into EIS, inheritance tax planning, lending
and other investment products. He became a Partner and
CFO in 2014.
Investment Manager’s Review continued
Andrew is responsible for driving the firm’s investment
strategy, overseeing the investment team, leading deal
origination, and working closely with founders and
management teams across the portfolio. He sits on the
boards of several of Pembroke VCT’s portfolio companies,
providing hands-on strategic guidance to help businesses
scale and achieve long-term growth.
Prior to leading PIM, Andrew gained extensive operational
and investment experience across multiple sectors. At
Oakley, he worked closely with a number of earlier stage
The Leadership Team
Our investment team comprises professionals from diverse
and complementary backgrounds, enabling a rigorous
assessment of investment opportunities. Through a deep
understanding of risk, return, and commercial viability, the
team provides well-informed investment recommendations.
Team members also serve as directors on the boards of
portfolio companies, working closely with founders and
management teams to support strategy development and
long-term value creation.
Andrew Wolfson
Chief Executive Officer
Chris Lewis
Chief Financial and Operating Officer
portfolio companies, including KX and James Perse.
Before that, he held leadership roles in a range of
businesses spanning hospitality, manufacturing and
telecoms, building a deep understanding of the challenges
and opportunities faced by growth companies.
In addition to his role at Pembroke, Andrew serves as Chair
of Benesco Charity Limited, The Charles Wolfson Charitable
Trust, and Music in Secondary Schools Trust (MiSST), where
he is actively involved in philanthropy focused on
education, medical research and youth opportunity.
Before that he spent nine years with KPMG, where he
qualified as a chartered accountant, worked at EY and has
also been CFO of a London family office.
Chris is the Chair of the Venture Capital Trust Association
(VCTA), the industry body representing VCT managers in
the UK and over 90% of the industry’s £6.5 billion of funds
under management.
The Investment Team
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Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
The Operations Team
The operations team comprises professionals with expertise
across finance, accounting, marketing, business operations,
and legal, ensuring that the Company’s operational
framework effectively supports its objectives.
• Marketing and Investor Relations: Supports the Company’s
fundraising activities and stakeholder communications,
while also assisting portfolio companies with public
relations and marketing initiatives.
• Finance and Operations: Maintains a robust financial and
operational infrastructure, ensuring strong governance and
compliance with applicable standards, laws, and regulations.
• Legal: Supports the Company’s investor protection and
deal execution activities, while also ensuring contractual
terms and arrangements are aligned with the Company’s
commercial objectives.
Approach
Team-Based Approach:
We actively manage our investment portfolio through a
highly collaborative team of experienced professionals who
work closely with founders and management teams on
performance, strategy and cash runway management. Our
investment team partners seamlessly with our valuations,
reporting, and legal teams, to ensure that every transaction
benefits from rigorous analysis, structured reviews, and
cross-functional expertise. This integrated approach enables
us to provide comprehensive and consistent support to each
portfolio company.
Founder-Friendly Philosophy:
We are deeply committed to supporting the founders we
back. We believe in their vision and stand alongside them
through every stage of growth, including challenging
periods. The success of our founders directly drives the
performance of the Company and the Investment Manager.
The Reporting and Valuations Team
Our reporting and valuations team comprises experienced
finance and accounting professionals, including individuals
from leading accounting firms. Their strong commercial
acumen and professional scepticism underpin balanced and
well-reasoned valuations across the portfolio.
Through detailed analysis of portfolio company
performance, the team provides robust insights that support
the Investment Manager in making informed investment,
strategic, and operational decisions.
Investment Manager’s Review continued
The Value Creation Team
PIM has continued to strengthen its value creation
capabilities through dedicated specialists in business
leadership, talent, and AI-driven growth, enhancing our
ability to partner closely with portfolio companies at every
stage of their development.
Our business and people leadership specialist supports
talent strategy across the portfolio, playing a key role in
Board-level and C-suite hiring to ensure businesses are led
by high-performing, growth-focused teams.
Our AI and growth specialist works directly with
management teams to drive sustainable growth through
data-led strategies and the adoption of technology,
including AI tools that enhance operational efficiency,
customer acquisition, and scalability.
The team also works closely with founders and leadership
teams to support follow-on investment and exit planning,
financial planning, and the preparation of investment
materials, contributing to both ongoing portfolio
management and the delivery of value realisation.
Our focus is therefore on understanding their ambitions,
providing practical support, and enabling them to build
sustainable, high-growth businesses.
Transparent Fee Structure:
Transparency and alignment of interests are central to our
investment philosophy. The Investment Manager does not
charge any exit fees to the Company or its portfolio
companies. After more than a decade without arrangement or
monitoring fees, an arrangement fee and an annual portfolio
monitoring fee for three years
is charged to reflect the ongoing strategic and operational
support provided to our portfolio companies.
Extensive Deal Flow Networks:
Our ability to source high-quality investment opportunities
is underpinned by an extensive personal and professional
network developed over many years in the venture
ecosystem, particularly across the consumer, business
services, and technology sectors.
Deal flow arises from:
• Introductions from current and former founders;
• Direct approaches to the Investment Manager;
• Outbound origination by our investment team;
• A strong network of corporate finance advisers;
• The Oakley Capital network and associated professionals;
and
• Referrals from our investor base.
Collaboration with Experts:
We leverage a broad network of trusted third-party
specialists, including advisors in corporate finance,
accounting, legal, talent management, and fund
management, to maximise value creation for our portfolio
companies. By connecting founders and leadership teams
with this ecosystem of experts, we help accelerate growth,
strengthen governance, and support long-term success.
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Valuing Early-Stage Companies:
Pembroke VCT’s investment strategy involves backing
companies at the early stages of their growth journey, often
where annualised revenues are in the region of £1 million. It
is important to recognise that the valuations at which we
invest in these businesses for minority holdings do not
necessarily reflect the price they could command in a full
market sale at that time.
Early-stage company valuations are fundamentally based on
potential rather than past financial performance. Unlike
mature businesses with predictable revenue streams and
established profitability, early-stage ventures are valued
based on their future prospects, including market
opportunity, scalability, team capability, funding structure
and strategic positioning. These are qualitative judgments,
often difficult to quantify, and inherently uncertain.
Valuing such companies is a balance between the objective
and the subjective. While we apply rigorous analysis and
draw on sector expertise, we are making forward-looking
assessments that may take several years to prove, before
culminating in a profitable exit only once a business has
scaled meaningfully or demonstrated sustainable cash
flows. Not all businesses we invest in will become successful
investments as some will ultimately fail.
How Do We Value Our Businesses?
We remain disciplined and thoughtful in our valuation
approach, and we acknowledge the inherent subjectivity
involved. Our focus remains on the long-term value creation,
even where short-term comparable metrics may not align
with early valuations.
The two key valuations are the investment’s purchase and
sale values, and we value each business quarterly
considering the following factors.
Data-Driven Valuation:
We actively support our portfolio companies and collaborate
closely with founders and management teams to foster
growth. We maintain constant communication and
information exchange. This allows us to gather valuable
insights about our portfolio, enabling us to make informed
valuations. We consider a mix of quantitative, qualitative,
historical, and forward-looking information to fairly
determine the value of our investments.
Market Knowledge Integration:
Our in-depth understanding of our businesses and their
market is incorporated with our investment and valuation
processes. We regularly analyse the performance and growth
trajectory of our investments, integrating this data into our
strategies and processes.
Investment Manager’s Review continued
Market Benchmarking:
We use market benchmarking to ensure our valuations
are accurate and reflective of current market conditions.
By comparing our valuations with market information and
recent transactions, we gain a comprehensive understanding
of market sentiment and conditions, allowing us to assess
how these factors impact our businesses.
Our valuations are directly influenced by market conditions
and the trading performance of our portfolio companies.
The valuations predominantly use trading multiples, which
reflect recent market activity and our focus on strategic
growth. Additionally, our valuation methods incorporate
both historical and current data, often based on the most
recent funding rounds, supported by either current or
expected trading operations.
Valuation Representative Trading Multiples and Methodology:
We present trading multiples and the methodologies applied
in valuing the portfolio. The top 10 holdings represent 59%
of total portfolio value (2025: 61%), reflecting the continued
strength and stability of core investments, alongside the
addition of seven new investments during the year.
In addition, 81% (2025: 83%) of the portfolio is valued using
trading multiples, highlighting that valuations are primarily
driven by the underlying performance and trading of the
portfolio companies.
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Representative Revenue
Trading Multiple
1
Number of
Companies
No. Companies
EBITDA Positive
Portfolio Valuation
£m
0-3x 19 6 91
3-5x 10 5 84
5-7x 5 2 15
7-10x 5 0 14
10+ 7 0 24
Total 46 13 228
Representative Revenue
Trading Multiple
1
Number of
Companies
No. Companies
EBITDA Positive
Portfolio Valuation
£m
0-3x 5 2 55
3-5x 3 3 63
5-7x 1 0 8
7-10x 0 0 0
10+ 1 0 8
Total 10 5 134
Below, we present the revenue trading multiples applied in valuing our investments. The top 10 holdings represent 59% of the portfolio’s total value (2025: 61%). The modest reduction reflects
realisations during the year, continued portfolio diversification, and the deployment of capital raised in the prior financial year into new companies which are valued at cost.
Top Ten Companies as a Percentage of the Top 10 Portfolio ValuationAll Companies as a Percentage of Total Portfolio Valuation
Valuation Representative Revenue Trading Multiples
1
Based on actual last 12 months revenue to February 2026, adjusted for net debt and share options.
Approximately 10% of the portfolio, representing seven companies with an aggregate valuation of £24 million, is valued at revenue trading multiples in excess of 10x.
These companies are mainly recent investments by the Company in technology and AI-enabled businesses, with hyper-growth business models, where valuations are based
on near-term revenue targets.
Currently, our portfolio consists of 46 investments, with an initial cost of £139.3 million and a fair market value of £228.3 million, reflecting a 64% increase over cost.
£134m
6%
41%
47%
6%
£228m
40%
37%
6%
6%
11%
Investment Manager’s Review continued
0-3x
3-5x
5-7x
7-10x
10+
0-3x
3-5x
5-7x
10+
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81% of the portfolio is valued using trading multiples.
The decrease in the percentage of the portfolio valued
using trading multiples reflects increased deployment
into new investments during the year, which are
initially held at cost.
Portfolio Valuation by Method
2025
16%
84%
Our portfolio of 46 companies represents a balanced mix of
resilient, cash-generative businesses and high-growth
ventures positioned for future expansion. This combination
underpins both the stability of our current Net Asset Value
(NAV) and our long-term potential for shareholder value
creation.
A substantial portion of the portfolio, 29 companies, trade
on revenue multiples between 0-3x and 3-5x, together
accounting for £175 million (77%) of total valuation. These
businesses provide a strong foundation for NAV stability,
with eleven already EBITDA positive. Their valuations are
supported by financial performance and cash-generative
models, offering resilience against market volatility.
The remaining 17 companies, valued collectively at
£53 million (23% of the portfolio), trade on revenue
multiples above 5x. This segment reflects our increasing
exposure to high-growth opportunities, particularly within
the business services and technology sectors. While most
are not yet EBITDA-positive, their scalability, innovation,
and market potential position them as the portfolio’s key
drivers of future value and long-term shareholder returns.
This balance, between mature, lower-multiple businesses
and high-growth, technology-enabled ventures, reflects our
core strategy: managing risk while pursuing sustained
capital appreciation.
A Balanced Portfolio
Investment Manager’s Review continued
2026
19%
81%
Most Recent Round
Multiples
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Investment Manager’s Review
The following summarises the cost and valuation of our investment in
Secret Food Tours and the timeline for how we value the business.
Illustration on how we value our businesses
Cost £m Valuation £m Method
31 March 2019 1.0 1.3 Multiples
31 March 2020 1.0 1.9 Multiples
31 March 2021 1.0 0.5 Market Value
31 March 2022 2.0 1.6 Most Recent Round
31 March 2023 2.0 5.1 Multiples
31 March 2024 2.0 10.6 Multiples
31 March 2025 1.2 7.7 Multiples (Partial Exit)
31 March 2026 1.2 8.9 Multiples
continued
£m
16.0
14.0
12.0
10.0
8.0
6.0
4.0
2.0
0
Mar 2020
1.0
1.9
Partial Exit
5.3x
Mar 2021
Covid-19
valuation
impact
1.0
0.5
Mar 2022
2.0
1.6
Post-Covid-19
growth
Expansion and
further growth
Continued global
expansion
Mar 2023
2.0
5.1
Mar 2024
2.0
10.6
Mar 2026
1.2
8.9
4.3
Mar 2025
1.2
0.8 0.8
7.7
Cost
Valuation Exit proceeds and cost
4.3
The business continued its
growth trajectory, resulting
in a valuation
approximately twice the
original investment cost.
As the global situation improved, the business resumed its
growth journey. In November 2021, we demonstrated our
confidence in the founders and their vision by investing an
additional £1 million. This support facilitated a swift recovery,
and the business began delivering on its potential once more.
The business continued to expand and strengthen its market position, resulting in sustained
value growth. In March 2025, Pembroke VCT sold a portion of its stake, achieving a realised
return of 5.3x. The remaining holding retains significant upside potential as the company
accelerates its growth strategy. The valuation as at March 2025 reflects Secret Food Tours’ robust
performance and positive outlook, reinforcing our confidence in its long-term value creation.
We made our initial investment
in August 2018. The business
quickly gained market traction
and achieved significant
growth. By March 2019, the
valuation reflected this success.
The Covid-19 pandemic severely impacted
the business, forcing it to halt operations
to preserve cash. Consequently, we
reduced the valuation to half of our
initial investment cost, reflecting the
uncertainty during this period.
Secret Foods Tours, along with the broader
travel industry, not only recovered from the
pandemic but also thrived. This period saw
continued growth and success in their
operations. The valuation of our investment
reflects this ongoing positive performance.
Strong revenue growth, coupled with the successful implementation
of both organic and acquisitive expansion, has driven the uplift in
Secret Food Tours’ valuation. The company has also been recognised
in the Sunday Times 100 fastest-growing private companies for the
second year in a row, ranking #14. Arrival & TourReview also
recently ranked the business #1 among 26,662 operators.
Timeline of Investment and Valuation:
March 2019 March 2021 March 2023–March 2024 March 2026March 2020 March 2022 March 2025
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ESG
The Company, together with the Investment Manager, supports the transparent reporting of the portfolio companies to promote positive and social impact.
The following portfolio companies are certified B Corporation businesses, publicly committing to transparent reporting of their environmental and social performance.
Diversity and inclusion
The Company with the
Investment Manager continue to
monitor the diversity and
inclusion of its portfolio.
Further details can be found in
the Strategic Report on pages 62
and 63.
Investment Manager’s Review continued
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Investment Review
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Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
Business
Services
of net assets
25%
Seatfrog is a two-sided technology business
with a mission to build a better future
for rail operators and their passengers with
its consumer-facing application. Seatfrog
provides enterprise software to train
operating companies that increases
revenue, creates new incremental revenue
sources and improves customer satisfaction
scores. Seatfrog’s consumer app aims
to provide rail passengers with a superior
customer experience as the only app that
allows one to buy a ticket, upgrade
to first-class and switch to any train.
Cost £5.8m
Valuation £10.3m
Basis of valuation Multiples
Equity holding 14.4%
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 the
success in the UK market, they are currently
expanding in the US.
Cost £6.2m
Valuation £7.8m
Basis of valuation Multiples
Equity holding 45.9%
Interest rolled up in
fixed income investment £0.1m
OnePlan has built a collaborative, easy-
to-use, real-time platform for event and
venue planning. OnePlan combines some
of the best selection of 2D, 3D, satellite,
and aerial maps into its platform to
provide planners with fully customisable
solutions 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 delivered a contract for
the 2024 Olympic and Paralympic Games
in Paris.
Cost £5.0m
Valuation £4.4m
Basis of valuation Multiples
Equity holding 13.4%
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Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
42
HotelMap is a worldwide platform for
managing hotel bookings for business
events such as conferences, professional
congresses, conventions, and trade
shows. The company seeks to harness
the advantages associated with hotel
booking for business events by creating an
autonomous on-demand platform. HotelMap
aims to become the dominant global brand
in the sector, leveraging its ability to direct
the world’s largest audience of business
event delegates to its official hotels to
aggregate buying power with suppliers.
Cost £3.3m
Valuation £4.2m
Basis of valuation Most Recent Round
Equity holding 8.1%
Cost £4.8m
Valuation £4.8m
Basis of valuation Multiples
Equity holding 12.0%
Cydar is a medical software company that
improves patient outcomes by providing a
‘sat nav for surgeons’ which uses Artificial
Intelligence to enhance image-guided
surgery. The first application of the
software is in the field of endovascular
surgery. Cydar feeds the data received from
these surgeries into the Cydar Surgical
Intelligence system which develops a
deeper understanding of the variables that
affect patient outcomes and aims to
improve them.
Cost £4.0m
Valuation £4.0m
Basis of valuation Most Recent Round
Equity holding 22.5%
Exeros Technologies is a London-based
fleet safety technology provider that
designs, installs, and manages smart
camera and telematics solutions to improve
vehicle safety, compliance, and operational
efficiency. The company combines
advanced AI-driven video analytics with
its software platform to deliver real-time
insights that help fleet operators prevent
accidents, reduce costs, and ensure
regulatory compliance across diverse
vehicle types and industries.
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
Casino Royale and created music videos for
artists including Beyoncé, Blur, Madonna,
and One Direction.
Cost £1.5m
Valuation £3.8m
Basis of valuation Multiples
Equity holding 4.9%
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Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
Dropless has evolved from a waterless car
wash startup into a leading mobile
mechanics provider. Operating across
Greater London and the Home Counties,
the company offers advanced mobile
diagnostics, servicing, and repairs —
including brake replacements and OBD-II–
based fault detection for engines, brakes,
and electrical systems. With partnerships
with major UK leasing companies and a
growing direct-to-consumer base, Dropless
combines technology, convenience, and
innovation to transform an underserved
automotive services market.
Cost £6.4m
Valuation £3.4m
Basis of valuation Multiples
Equity holding 27.8%
Smartr365 addresses the fragmentation
in the mortgage industry by providing
a comprehensive digital platform that
automates the mortgage process. The
platform is designed to significantly
enhance both the efficiency and user
experience of securing a mortgage for all
parties involved including brokers, lenders
and home buyers.
Bolt Insight is an AI-powered consumer
research platform that enables brands to
engage with consumers globally and make
data-driven strategic decisions. Bolt’s flagship
product, BoltChat, runs large-scale online
focus groups across markets and languages.
The platform automates recruitment,
interviews, analysis and reporting within
24 hours. An AI moderator operates across 45
countries, while features such as AI Personas
(in development) and Meta Analysis support
ongoing consumer tracking, enabling faster,
more scalable and consistent qualitative
research than traditional methods.
Cost £3.5m
Valuation £3.5m
Basis of valuation Most Recent Round
Equity holding 15.2%
Cost £3.5m
Valuation £3.5m
Basis of valuation Most Recent Round
Equity holding 11.0%
Thriva is a preventative health company.
Its flagship programme, Compass, keeps
members a step ahead of their health
year-round — combining clinical-grade
blood testing with an AI-powered Health
Assistant, wearable integrations, and doctor
consultations. The Health Assistant knows
each member’s blood results, sleep,
movement, recovery, body composition and
goals, so the guidance is specific to them,
not generic. Between tests, it surfaces
proactive insights and clear handoffs to a
GP when they’re needed.
Cost £1.3m
Valuation £3.3m
Basis of valuation Multiples
Equity holding 5.2%
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Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
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 platform.
ToucanTech has created a user-friendly,
cost-effective community management
software platform that encompasses a wide
range of features.
Cost £1.0m
Valuation £2.9m
Basis of valuation Multiples
Equity holding 10.7%
Mindset AI uses artificial intelligence to
provide infrastructure for SaaS and
technology companies to build, manage and
deploy custom conversational AI agents
within their products. Unlike basic chatbots,
these agents take action, transforming
static data into interactive tools, such as
booking meetings, surfacing live data and
processing transactions. The company
leverages deep vertical expertise to deliver
tailored solutions across learning,
workforce development, HR and talent
acquisition, while expanding into travel and
technology sectors.
Cost £2.2m
Valuation £2.2m
Basis of valuation Most Recent Round
Equity holding 15.4%
Cost £5.0m
Valuation £7.6m
Basis of valuation Most Recent Round
Equity holding 23.7%
Serve First is an AI-driven customer
experience and operations platform that
monitors, analyses, and enhances frontline
performance in real time. Using advanced AI
and proprietary rule logic, it detects issues,
recommends solutions, and automatically
triggers corrective actions through an
integrated “detect, decide, do” process.
Unlike platforms that only visualise data,
Serve First delivers actionable insights
and strategic action plans, driving tangible
operational improvements.
Cost £2.5m
Valuation £2.5m
Basis of valuation Most Recent Round
Equity holding 10.9%
CybaVerse is a UK-based cybersecurity
platform simplifying security for SMEs and
channel partners. Its CybaOps platform
combines vulnerability management, security
operations, automation and remediation into
a modular system that reduces complexity
and improves outcomes. The business serves
mid-market customers and a growing MSP
network, supporting scalable recurring
revenue. The acquisition of SecureAck has
enhanced automation and orchestration,
accelerating product development and AI-led
remediation. CybaVerse continues to invest in
innovation and partner expansion as it scales.
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Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
Wishi is an innovative fashion technology
business that brings together personal
styling and online wardrobe management
functionality to help fully exploit an
individual’s current wardrobe and provide
new clothing suggestions personalised to
their look.
Cost £0.2m
Valuation £0.1m
Basis of valuation Multiples
Equity holding 0.3%
Cost £4.4m
Valuation £1.3m
Basis of valuation Multiples
Equity holding 34.4%
Eave aims to help prevent avoidable
deafness through the monitoring of, and
protection against, damaging noise levels
at work. 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. This hardware and
software combination is enabling Eave to
pivot to data-driven monitoring.
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Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
Five Guys was founded 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 290 outlets
across the UK, France, Spain and Germany.
Cost £2.7m
Valuation £9.3m
Basis of valuation Multiples
Equity holding 1.0%
Interest rolled up in
fixed income investment £5.2m
Secret Food Tours is a fast-growing, global
food tour operator offering immersive,
neighbourhood-based culinary experiences
across 100+ cities on five continents.
Tours blend local food culture, storytelling,
and hidden-gem discovery — connecting
travellers with authentic destinations
through their food.
Cost £1.2m
Valuation £8.9m
Basis of valuation Multiples
Equity holding 10.4%
Interest rolled up in
fixed income investment £0.6m
Consumer
of net assets
22%
Cost £2.5m
Valuation £7.1m
Basis of valuation Multiples
Equity holding 26.8%
Troubadour is a sustainable, B Corp certified
accessories brand taking a new approach to
making bags: comfortable, functional,
lightweight, weather-resistant, and built to
make carrying things a pleasure. The
collection has been named Wirecutter’s
best laptop backpack four years running,
alongside features in Esquire, GQ, Wired,
and Glamour. Troubadour sells direct to
consumers online, through its flagship
London store on Beak Street, and through
many of the world’s most respected
retailers including Harrods in the UK and
Nordstrom in the US.
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Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
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Bella Freud is a British fashion brand
known for its playful, culturally driven
design. Working across fashion and
interiors, it blends irreverence with
refinement, with iconic Word sweaters
such as Ginsberg is God and 1970
becoming contemporary classics.
Alongside knitwear, the brand offers
sharp tailoring with the same distinctive
character. Collections are available at
its Chiltern Street flagship, online, and
through select global luxury retailers.
Cost £4.3m
Valuation £4.3m
Basis of valuation Multiples
Equity holding 46.4%
Interest rolled up in
fixed income investment £0.3m
Hackney Gelato produces
artisanal gelato for the
finest restaurants and
living rooms in the land. It specialises in
creating unique and delicious recipes using
high-quality ingredients and traditional
Italian techniques. Founded by chefs, Sam
and Enrico, who learned the craft from the
master gelatieri of Sicily. The brand is one of
the leading suppliers to high-end London
restaurants, leisure, and large retailers,
including Waitrose, Sainsbury’s, Ocado,
Tesco, Gordon Ramsay Restaurants, and Kew
Gardens. Hackney Gelato has won over 80
Great Taste Awards and manufactures its
products from its home in East London, a
21,000 sq ft site. As a brand, our essence is:
Italian Heart, East London Edge.
Bloobloom sells premium glasses and
sunglasses at a fair price, via a seamless
buying experience. Bloobloom sells direct
to consumer both online and offline
through a growing store network and
offers a free Home Try On service for
online customers, who select five styles
to be sent to their home. The business
is rolling out stores over London as it
continues to grow.
Cost £4.5m
Valuation £5.2m
Basis of valuation Multiples
Equity holding 20.2%
TALA is a women’s activewear brand
founded by Forbes 30 Under 30 and fitness
influencer Grace Beverley. The brand was
built on the belief that consumers shouldn’t
have to pay a premium to shop sustainably,
offering high performance, ethically made
activewear at a competitive price point.
Cost £3.2m
Valuation £5.8m
Basis of valuation Multiples
Equity holding 7.8%
Cost £5.0m
Valuation £5.9m
Basis of valuation Multiples
Equity holding 35.2%
Interest rolled up in
fixed income investment £0.2m
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Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
Cost £1.5m
Valuation £3.1m
Basis of valuation Multiples
Equity holding 12.0%
Inspired by men’s tailoring, British heritage
and timeless style, With Nothing
Underneath (WNU) fulfils the under-
exploited territory of female shirting, using
sustainably sourced and high-quality
materials, offered at a more affordable price
point. The company was formed to create
the perfect women’s shirt, with an ethos
centred around simplicity, timelessness and
effortless design.
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49
Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
Cost £3.1m
Valuation £2.6m
Basis of valuation Most Recent Round
Equity holding 32.1%
Interest rolled up in
fixed income investment 10k
Ro&Zo is a womenswear brand selling
accessible, trend-led pieces that flatter
women of all ages and sizes. Ro&Zo’s key
product categories include dresses and
occasion wear, alongside a range of tops,
trousers and loungewear, all of which are
designed to be versatile, comfortable,
and fashionable.
VIEVE is an omni channel, cosmetics brand
founded by Jamie Genevieve, a professional
makeup artist and expert beauty digital
creator. Jamie has a cult social media
following of over three million across
her channels, has been inducted into the
Forbes 30 Under 30 Hall of Fame and is
a member of the British Beauty Council’s
advisory board.
Cost £2.2m
Valuation £2.2m
Basis of valuation Most Recent Round
Equity holding 7.0%
Cost £8.3m
Valuation £1.8m
Basis of valuation Multiples
Equity holding 37.1%
Heist is a UK-based fashion brand that
specialises in creating high-quality,
comfortable, and stylish hosiery for women.
The company was founded with the goal of
rethinking the traditional hosiery industry.
Heist uses innovative materials and design
techniques to create hosiery with features
like a waistband that does not roll down,
a seamless design that eliminates bulges,
and a range of skin-tone shades that are
inclusive. The company also places a strong
emphasis on sustainability, using recycled
materials and reducing waste in the
production process.
Cost £3.0m
Valuation £3.0m
Basis of valuation Multiples
Equity holding 25.3%
My Expert Midwife (MEM) is a pregnancy,
post-birth and baby brand offering
award-winning products and midwife-led
educational services. My Expert Midwife’s
products are developed in collaboration
with experienced midwives and are
designed to be safe and effective for both
mother and baby.
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Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
Cost £1.3m
Valuation £0.5m
Basis of valuation Multiples
Equity holding 12.7%
Rubies in the Rubble 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 focused on
the out of home market, whilst also being
stocked in leading supermarkets. Their
range includes mayo, relishes and ketchup
that contains 3x more fruit and 50% less
sugar than competitors.
Cost £0.5m
Valuation £0.5m
Basis of valuation Most Recent Round
Equity holding 20.0%
Annie Mals, founded in 2021 by award-
winning fundraiser and Classics graduate
Emily Samuels, is a next-generation
children’s entertainment IP built around
original characters for a global preschool
audience. The brand is being developed as a
multi-platform franchise, focusing on TV
animation and short-form digital content. It
is exploring a partnership with Zut Media
alongside a broader strategy across toys,
clothing and accessories, with strong early
momentum supporting its growth
ambitions.
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
sell men’s underwear as well as other
basics such as t-shirts and socks, and
has recently started selling women’s
underwear. The brand prides itself on the
use of innovative materials, with a focus
on ergonomic designs and comfort, made
using sustainable, biodegradable, high-
performance fabrics.
Cost £2.0m
Valuation £0.4m
Basis of valuation Multiples
Equity holding 15.3%
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.
Cost £0.7m
Valuation £1.8m
Basis of valuation Market Value
Equity holding 11.8%
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Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
Cost £6.2m
Valuation £22.7m
Basis of valuation Multiples
Equity holding 18.2%
Popsa is a London-based Certified B Corp
building a memory curation platform that
uses on-device intelligence and generative
AI to help people find, organise, and relive
the moments that matter, turning noisy
photo libraries into curated stories with
minimal effort and high confidence. More
than 10 million people across 50 countries
have used Popsa to turn their photos into
something they can actually be
proud to share.
Technology
of net assets
33%
Coat is a digital paint brand, disrupting a
market dominated by legacy brands and
traditional retail. Coat offers premium,
environmentally friendly paint online
– at a cost approximately 20% lower than
its premium competitors. The entire Coat
Paints range is water-based and solvent
free, ultra-low toxin, vegan and cruelty free,
and made exclusively to order in the UK.
Cost £5.0m
Valuation £15.9m
Basis of valuation Multiples
Equity holding 37.4%
PEAK:AIO is a software-defined storage
(SDS) platform that transforms standard
storage servers into ultra-fast systems
optimised for AI workloads. Engineered
from the ground up for AI, it strips out
legacy enterprise overhead to keep GPUs
consistently fed with data, improving
utilisation and reducing time-to-train.
As AI deployments scale and power and
infrastructure costs rise, PEAK:AIO is
leading the shift toward a new, scalable
data infrastructure layer for AI, delivering
materially better efficiency and lower cost
per result using existing hardware.
Cost £3.7m
Valuation £3.7m
Basis of valuation Most Recent Round
Equity holding 18.6%
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Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
52
Cost £2.0m
Valuation £38.3m
Basis of valuation Multiples
Equity holding 19.7%
LYMA is a luxury wellness brand. The
company works 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 that can be used safely
at home in conjunction with a newly-
formulated serum and mist. LYMA has
gained a reputation for excellence in the
wellness industry and has been recognised
with numerous awards and accolades.
Cost £3.0m
Valuation £3.0m
Basis of valuation Most Recent Round
Equity holding 10.0%
MonetizationOS (MOS) delivers intelligent,
edge-native infrastructure that helps
businesses protect and monetize their IP
and services across both human and
machine traffic. Bots, scrapers, and AI
agents account for over half of all internet
traffic, yet most businesses have no
infrastructure to govern or monetize it.
MOS makes real-time access decisions for
every visitor - human or machine - through
a single system that can be integrated and
deployed in hours. MOS launched in
February 2026 with partnerships including
Mather, Google, Cloudflare, and Stripe.
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Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
Cost £2.3m
Valuation £3.0m
Basis of valuation Multiples
Equity holding 27.9%
Smartify is a leading cultural companion
app connecting millions to art and culture
globally. Used by major museums and
galleries, including the Louvre, the
Smithsonian and the V&A, it enhances how
audiences discover and engage with
collections. Its ‘Shazam for art’ feature
covers over two million works, while audio
guides and digital tools enrich experiences
on-site and at home. Founded in 2017,
Smartify has become a key partner to the
cultural sector.
Transreport is redefining assisted travel in
complex, regulated industries, providing
digital infrastructure that helps operators
support passengers with access needs while
improving performance and accountability.
Its Passenger Assistance platform has
supported over 10 million journeys for
1.5 million passengers across the UK and
internationally, turning accessibility into
operational insight, with real-time visibility,
lower costs and stronger regulatory
confidence.
Cost £3.0m
Valuation £3.0m
Basis of valuation Multiples
Equity holding 7.4%
Cost £2.5m
Valuation £2.1m
Basis of valuation Multiples
Equity holding 17.8%
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 own VR headset. The company has
developed a VR immersion chair which
boasts a smaller form factor allowing
consumers to enter the VR world with the
same benefits as the VR chair.
Auddy’s business and enterprise clients
have communications and marketing needs
and use Auddy as a B2B specialist in the use
of audio and video podcasts. The business
is focused on its clients’ targeted
community audience, highly responsive
advertising solutions and analytics as to the
consumption of applicable content. Use
cases focus on investor relations, internal
comms and fan engagement. Clients are
typically institutional, large blue chip firms.
Cost £1.8m
Valuation £1.1m
Basis of valuation Multiples
Equity holding 9.2%
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Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
Unbolted is a regulated and FCA authorised
provider of peer-to-peer secured lending
platform, offering short-term liquidity to
individuals seeking bridging facilities, or
sale advance loans for personal or small
business use.
Cost £0.4m
Valuation £0.6m
Basis of valuation Multiples
Equity holding 5.5%
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 4.4 out of 5.
Cost £0.6m
Valuation £0.2m
Basis of valuation Multiples
Equity holding 0.3%
Ryft is disrupting the payments industry
by allowing digital platforms and financial
institutions to own their payments,
creating a completely new revenue stream.
Ryft’s software handles all licencing,
processing and distribution of funds to
allow these platforms to scale without any
regulatory burden.
Cost £1.0m
Valuation £1.7m
Basis of valuation Multiples
Equity holding 4.1%
Cost £1.0m
Valuation £1.0m
Basis of valuation Most Recent Round
Equity holding 2.1%
Fanalysis is a fan engagement platform that
allows verified football fans to rate, review,
and debate their teams, players, managers
and performances.
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Statutory Reports
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Pembroke VCT plc Annual Report and Financial Statements for the year ended 31 March 2026
Pembroke VCT
Investments
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generation. It is likely that the investment will be founder
led 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 will 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 relevant funds in Qualifying
Investments. 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 under the VCT Rules, 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 the Aquis Stock
Exchange, 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.
This report has been prepared by the Directors in accordance
with the requirements of s414 of the Companies Act 2006
and incorporates the Financial Highlights, 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,
whilst mitigating risk appropriately within the framework of
the structural requirements imposed on all VCTs.
Investment policy
Investment objectives
The Company will seek to invest in a diversified portfolio of
smaller companies, principally unquoted companies but
possibly also including stocks quoted on AIM or the Aquis
Stock Exchange, selecting companies which the Investment
Manager believes provide the opportunity for value
appreciation. Pending investment in suitable Qualifying
Investments, the Investment Manager will invest in
companies intended to generate a positive return, which
may include certain money market securities, 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 is expected to
invest primarily in unquoted companies, although it may
also invest in companies whose shares are traded on AIM or
the Aquis Stock Exchange. 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
However, this programme of investment in Qualifying
Investments will take time to complete; thus in the first
three years following a fund raise, 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 the aggregate of (a) the issued
Strategic Report
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15 February 2013, novated to the Investment Manager on
1 July 2014 and varied on 1 March 2013, 3 October 2014,
1 December 2017, 16 July 2020 and 1 April 2021 (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 of 2% of the
Company’s NAV. 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 list of standard ordinary course costs.
After ten years of not charging any fees to the portfolio
companies, the Investment Manager has imbedded:
• an annual portfolio monitoring fee for a period of three
years (“Portfolio Monitoring Fee”); and
• an arrangement fee of 2.0 to 3.0% (“Arrangement Fee”) of
the gross amount invested by the Company (whether as
new or follow-on investment) into the portfolio company
in a particular investment round.
The Portfolio Monitoring Fee is payable by the companies
in which Pembroke VCT invests (whether as new or follow-
on) an amount greater than £1.0 million and will be
applicable for a three-year period commencing on the date
of Pembroke VCT’s investment.
The Arrangement Fee is discretionary, and should the
Company be involved in investment rounds alongside other
VCTs, venture capital firms or family office funds that have a
lower arrangement fee, or none, the Investment Manager
would consider exercising its discretion to either lower its
Arrangement Fee to match theirs or waive it completely.
However, the Investment Manager considers that in light of
market demands and the fact that the Company now invests
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.
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 7 to 9) and the Investment
Manager’s Review (pages 19 to 39). Details of the
investments made by the Company are given in the
Investment Portfolio section (pages 41 to 54). A summary
of the Company’s key financial measures is given on pages 5
and 10 to 12.
The Directors consider the following Key Performance
Indicators (KPIs) to assess whether the Company is achieving
its strategic objectives:
• NAV per share (page 10)
• Total return per share (page 10)
• Dividends per share paid during the year (page 11)
• Annual Running Costs (page 11)
• Qualifying percentages under VCT rules (page 12)
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 Review on
pages 7 to 9, and 19 to 39.
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
in companies that are at a slightly later stage of their growth
trajectory and with more sophisticated business models
(compared to when the Company was first launched), the
application of Arrangement Fee is appropriate in order to
meet the increased costs of arranging, structuring and
undertaking due diligence on the transactions.
The Manager intends to maintain the Portfolio Monitoring
Fee and the Arrangement Fee in their current form and will
review the fees annually.
The Investment Manager does not take any exit 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.
The key features of the performance incentive fee are:
• performance incentive fees are only payable to the
Investment 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 to be recovered before any performance incentive
fees are paid;
• a Total Return hurdle increase of 3.0 pence per year (or 3%
of the NAV per share if the NAV per share is below
100.0 pence) from 14 August 2020 must be achieved
before a performance incentive fee is paid to the
Investment 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 Investment 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;
• unless all the above conditions are met, no performance
incentive fee will be payable to the Investment Manager.
Strategic Report continued
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Strategic Report continued
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 was another
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 Investment 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
Investment 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 Investment
Manager after the expiry of the relevant five-year period,
although notice to terminate in respect of New Funds given by
the Investment Manager would not take effect until such time
as the Investment 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 of Pembroke VCT plc (the “Company”) recognises
that robust risk management is critical to achieving its
investment objectives while protecting shareholder value.
The Company’s risk management framework identifies,
assesses, monitors, and mitigates risks associated with its
investments in growth-stage, founder-led businesses in the
consumer, business services, and technology sectors. The
Company strategically manages risks by maintaining the risk
framework, evaluating emerging risks and communicating
effectively between the Board of Directors and the
Investment Manager. Below are the principal and emerging
risks facing the Company and the measures implemented to
address them:
Emerging risks
The Board remains vigilant to emerging risks, including:
• Artificial Intelligence: The accelerating adoption of
artificial intelligence presents both opportunity and risk
for portfolio companies, particularly in the business
services and technology sectors, representing 31% and
42% of the portfolio at 31 March 2026. The Company is
well-positioned to benefit from this trend, with several
investments in AI-native businesses such as ServeFirst
and Bolt Insight alongside technology-enabled platforms
across the portfolio. Portfolio companies are already
achieving significant cost savings by leveraging AI early in
their growth process. The Investment Manager actively
assesses AI exposure at the due diligence stage and
monitors how portfolio companies are integrating these
tools to strengthen their competitive positioning.
• Geopolitical Uncertainty: Ongoing conflict in the Middle
East and broader geopolitical instability may affect global
supply chains and macroeconomic conditions. The
portfolio companies are tech-enabled and asset light, so
the exposure to these risks remains limited. The portfolio
continued to mature over the fiscal year and consists of
over 45 investments, concentrated in early-stage,
UK-domiciled businesses with minimal direct international
exposure to affected regions. The Board continues to
monitor indirect effects, including energy price volatility
and consumer confidence, which may influence portfolio
performance.
• Changes in UK fiscal and regulatory policy: Including
recent adjustments to employer National Insurance
contributions and the reduction in VCT upfront income tax
relief, create a more challenging operating environment
for growth-stage businesses. The Board acknowledges
these headwinds but remains confident that the
portfolio’s founder-led businesses are well-placed to
adapt. The Investment Manager continues to see strong
deal flow, and the government’s sustained commitment to
the VCT scheme, as evidenced by the ten-year extension
of the sunset clause to 2035, provides a stable long-term
framework for investment.
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Principal risks and mitigations
Description Mitigation Commentary
Investment risk
The Company invests in unquoted, small, and medium-sized
VCT-qualifying companies, which inherently carry higher risks
due to their limited operating histories, illiquidity, and exposure
to market cycles. Although illiquid, these investments may
experience significant value fluctuations, and there is a risk
that the Company may not recover the full amount invested,
or any amount at all. Investment performance is primarily
influenced by three market-related risks:
Economic and sectoral volatility, which impacts growth
prospects and profitability, thus affecting investment returns.
Unquoted companies are sensitive to macroeconomic factors
(e.g., inflation, interest rates) and industry-specific trends.
A market downturn or sector-specific slump can reduce
revenues, profitability, or growth prospects, negatively
impacting investment performance.
Valuation fluctuations caused by changes in market-based
inputs such as discount rates or comparable multiples.
Liquidity constraints related to prevailing market conditions
that may impact capital availability or investor demand.
• Diversified portfolio: The Company maintains a diversified portfolio of (46
companies) companies across in terms of financing stage, age, business model and
sectors such as consumer, business services, and technology, reducing the impact of
underperformance in any single investment.
• Due Diligence: The Investment Manager has extensive experience in early-stage
investing. Rigorous due diligence is carried out prior to every new investment, with
focus on management quality, market potential, and business models with strong
pricing power.
• Appointed Board Member: The Investment Manager may appoint a team member to
the board of a portfolio company, applying a risk-based approach that reflects the
company’s significance in the portfolio and engagement from other investors.
• Active Management: Portfolio companies submit board reports reviewed by the
Investment Manager. The Investment Manager uses its board representation and
strategic expertise to support company growth and mitigate operational risks.
• Follow-on Investments: A significant portion of capital is allocated to follow-on
investments, enabling continued support for existing portfolio companies and
reducing exposure to untested new investments.
• Manager Incentives: The Investment Manager is incentivised through an exit based
performance fee mechanism, aligned to exceed specific performance hurdles.
Risk exposure remains elevated due to
ongoing macroeconomic volatility.
Nonetheless, the portfolio has
demonstrated resilience, underpinned
by strong fundamental growth
characteristics and the execution
capabilities of underlying portfolio
companies. This reflects positively on
the Investment Manager’s ability to
identify and back high-quality
businesses.
Strategic Report continued
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Description Mitigation Commentary
Regulatory and compliance risk (VCT qualifying status)
The Company operates as a Venture Capital Trust under strict
regulatory requirements imposed by HM Revenue & Customs
(HMRC) and the Financial Conduct Authority (FCA). Failure to
maintain VCT status could result in the loss of tax reliefs for
investors and penalties for the Company.
A change to the VCT legislation can have a material impact
on the Company’s operations. Such changes may constrain
fundraising, increase liquidity risk, and elevate the cost of
capital by reducing the risk-adjusted return profile across the
VCT market.
• Compliance Oversight: the Board, supported by the Audit, Risk & Valuations
Committee, oversees adherence to VCT regulations through regular compliance
reviews and ongoing engagement with professional advisers (Philip Hare &
Associates). The Investment Manager works closely with Philip Hare & Associates to
assess the VCT qualification status of potential investments prior to commitment.
• Experienced Management: The Investment Manager has a proven track record of
navigating VCT regulations, focusing on qualifying investments in growth-stage
companies that align with HMRC requirements.
• Proactive Monitoring: The Company maintains an active dialogue with regulatory
authorities and industry bodies, including the Venture Capital Trust Association
(VCTA), which is chaired by Pembroke’s CFO/COO, to remain informed of prospective
legislative and regulatory developments. This enables timely adjustments to the
Company’s investment strategy.
The Company continues to apply a
conservative and disciplined approach
to maintaining VCT compliance. The
VCT sunset clause has been extended
by ten years to April 2035, reaffirming
the government’s long-term
commitment to the scheme. However,
the Board notes that the Autumn
Budget 2025 reduced upfront income
tax relief on VCT subscriptions from
30% to 20% for shares issued on or
after 6 April 2026. While this may
dampen near-term fundraising across
the sector, the Company’s compliance
processes remain robust, and its
qualifying status is unaffected.
Key Person risk
The Company is reliant on the expertise of its Investment
Manager, Pembroke Investment Managers LLP, and its key
personnel. The departure of key investment professionals
could adversely affect the management of the portfolio due
to disruption or loss of institutional knowledge. More broadly,
the Company has no internal investment management
capability and is therefore dependent on the continued
appointment and performance of the Investment Manager
under the terms of the Investment Management Agreement.
• Experienced Team: The Investment Manager has a deep and experienced team
with a strong focus on early stage investing and portfolio company oversight.
Responsibilities are well-distributed across the team, minimising dependence on
any single individual.
• Established Frameworks: Succession planning, remuneration, and career
development are actively managed through structured frameworks. Regular
workforce planning is undertaken to assess team composition and ensure resilience.
• Specialist Support: The core team is further supported by specialists with sector-
specific or functional expertise, providing additional depth and diversification
of knowledge.
• Board Oversight: The Board retains the ability to review and, if necessary, terminate
the Investment Management Agreement, providing a governance mechanism to
protect shareholder interests in the event of material underperformance or key
personnel changes at the Investment Manager.
The Board is satisfied that the
Investment Manager has the depth of
resource and succession planning
necessary to manage this risk
effectively. The well-distributed team
structure and established governance
frameworks reduce dependence on
any single individual. The Board
reviews the performance and
resourcing of the Investment Manager
on a regular basis.
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Description Mitigation Commentary
Valuation risk
Valuing unquoted investments requires significant judgment
and estimation due to the absence of an active market for
these shares and limited external benchmarks. This may
result in discrepancies between reported net asset values
(NAV) and actual realisable values. Valuations may also be
influenced by external factors such as market volatility and
macroeconomic conditions.
• Robust Valuation Process: The valuation process is overseen by the Audit, Risk &
Valuations Committee, chaired by Mark Stokes, and adheres to International
Private Equity and Venture Capital Valuation (IPEV) guidelines.
• Independent Reviews: External advisers provide independent validation of
valuations where appropriate, enhancing transparency and accuracy.
• Aligned Incentives: The Investment Manager’s performance is reviewed annually
on a formal basis, and informally at each board meeting. Incentives are tied to
exit-based outcomes rather than interim valuations, ensuring alignment with
long-term investor returns and mitigating excessive risk taking.
These measures contribute to
rigorous valuation practices, strong
governance, and alignment of
interests. As a result, the board is
satisfied that valuations continue
to be assessed on a prudent and
consistent basis.
Liquidity and capital risk
Liquidity risk is the risk that the Company may face
difficulties in meeting its financial obligations as they fall
due. This includes the ability to fund operating expenses,
support new investments, and meet shareholder obligations
such as dividend payments and share buybacks.
The Company is also exposed to liquidity constraints arising
from its investments in unquoted companies, which are
inherently illiquid and may be difficult to exit at expected
valuations or within preferred timeframes.
• Policies and procedures: Policies and procedures: Liquidity risk is actively managed
by the Investment Manager in accordance with Board-approved policies. The Board
reviews liquidity on a quarterly basis, including the review of a five-year cashflow
forecast, supported by regular budgeting and close monitoring of available cash
resources.
• Cash Buffer: The Company maintains a prudent liquidity buffer comprising cash
and readily realisable investments. As at 31 March 2026, the Company held
£30.0 million in money market funds and cash, representing approximately 19.9%
of net asset value. These funds provide an accessible pool of capital to meet
near-term obligations.
• Capital Management: Since inception, the Company has raised over £370.0 million
and returned £105.2 million to shareholders through dividends and buybacks. This
demonstrates disciplined and effective capital management.
Given the Company’s substantial
liquidity buffer and conservative
approach to capital management,
the Board remains comfortable
with the Company’s liquidity
position. However, the challenging
macroeconomic environment may
impact the exit landscape.
Credit risk
Credit risk refers to the potential for financial loss resulting
from a counterparty’s failure to meet its financial
obligations. The Company is exposed to credit risk through
its holdings of loan notes in investee companies,
investments in money market funds, cash deposits, and
trade or other receivables.
• Diversified portfolio: The credit risk associated with loan stock is mitigated by
maintaining a diversified portfolio across a range of sectors and asset classes,
reducing the potential impact of a single counterparty default.
• Reputable Counterparty: Material cash deposits and money market investments are
held at Barclays Bank plc a well-capitalised and BBB+ rated financial institution.
We will utilise our secondary banking facility with Lloyds Bank plc this financial
year. Money market investments are invested in AAA or AAA+ rated funds.
Given that loan stock account for 6.1%
of NAV and cash deposits and money
market funds are held at reputable
institutions with strong credit ratings,
the Board is satisfied that credit risk
continues to be appropriately
monitored and managed.
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50%
2025: 33%
43%
2025: 20%
43%
2025: 53%
30%
2025: 31%
43%
2025: 69%
50%
2025: 67%
57%
2025: 80%
57%
2025: 47%
70%
2025: 69%
57%
2025: 31%
Investment
Advisory
Committee
Female (%) Male (%)
Pembroke
VCT Board
Pembroke
Investment
Managers
Portfolio
Companies
Founders
Portfolio
Companies
C-Suite
No. persons
2
7
23
46
46
The Company, the Board and the Investment Manager are committed to reporting diversity and inclusion. The following chart summarises the diversity & inclusion within the Company’s
Portfolio, the Board, and the Investment Manager.
The Company complied with the diversity requirements of the UK Listing Rules, including the
target of at least 40% female representation on the Board. At least one senior Board position is
held by a woman, and at least one Board member is from an ethnic minority background. The
Board maintains a policy of taking diversity into account when reviewing Board composition and
remains committed to considering diversity as a key factor in future Board appointments.
Diversity and Inclusion
Strategic Report continued
Note:
Summarised diversity and inclusion data are self reported by the Company.
Female founder composition is based on having at least one female founder.
C-Suite composition is based on having at least one female member.
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100%
2025: 100%
86%
2025: 100%
83%
2025: 74%
17%
2025: 26%
85%
2025: 87%
15%
2025: 13%
14%
2025: 0%
78%
2025: 69%
22%
2025: 31%
Ethnically Diverse (%) White (%)No. persons
Investment
Advisory
Committee
Pembroke
VCT Board
Pembroke
Investment
Managers
Portfolio
Companies
Founders
Portfolio
Companies
C-Suite
2
7
23
46
46
Strategic Report continued
Note:
Summarised diversity and inclusion data are self reported by the Company.
Ethnic diversity definition is based on gov.uk definition.
Founder diversity is based on having at least one ethnically diverse founder.
C-Suite diversity, including founders, is based on having at least one ethnically diverse member.
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Strategic Report continued
Statement on long-term viability
In accordance with Corporate Governance best practice,
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 2031, 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 Board carried out robust stress testing of cash flows,
which included paying out dividends, performing share
buybacks, making new investments, and supporting our
current portfolio with funding and fundraising.
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.
The Board has additionally considered the ability of the
Company to comply with the ongoing conditions to ensure it
maintains its VCT qualifying status under the current
investment policy.
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
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.
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 and the Directors’ 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.
The key decisions made or approved by the Directors during
the year included dividend declarations, the launch of a new
offer for subscription and share buybacks. Key decisions are
those that have a material impact to the Company and its
key stakeholders.
The Directors considered their duties under section 172(1)
of the Act when making these decisions and involved the
Investment Manager.
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.
By Order of the Board
Ben Harber FCG
Company Secretary
26 June 2026
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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 fund raising on public markets.
Jonathan was a Member of Parliament between 2001 and
2024, where he served as a Member of the Trade and
Industry Select Committee and latterly as a member of the
Public Accounts Committee. He also served on the
Opposition front bench as Shadow Solicitor General, as a
Shadow Minister for Trade and Industry with responsibility
for employment law and corporate governance and as a
Justice Minister for over two years.
Mark Stokes
Independent non‑executive Director
Mark Stokes has over 35 years’ experience in financial
services, and 20 years at Executive Committee level.
He is currently Executive Director & Chief Commercial
Officer at United Trust Bank Ltd, and 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 a broad business experience from
a career lending into commercial and SME markets, and
consumer and asset finance markets, that includes M&A
execution and capital markets fund raising. 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 their
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 experience in a wide range of corporate
transactions, including mergers and acquisitions, joint
ventures, strategic investments, capital raisings and listings.
Louise currently works as a freelance corporate lawyer and
sits as a tribunal judge hearing social security and
immigration appeals.
Chris Allner
Independent non‑executive Director
Chris Allner joined the Board of Pembroke VCT plc in June
2024. He brings deep industry experience from a 40-year
career in venture capital and private equity, including senior
roles at fund, investment manager and portfolio company
level. He has been a partner at Downing LLP since 2012 and
continues to chair their investment committee as well as being
an advisor to Nesta’s Impact investment committee. He also
remains on the board of Foresight Ventures VCT (formerly
Thames Ventures VCT 1 plc), and was previously a Non-
Executive Director on the Boards of Firefly Education Ltd,
FundingXchange Ltd, Curo Compensation Limited and Xupes
Handbags & Jewellery Ltd. Previously, he held senior
investment roles at Octopus Capital, Beringea and Bridgepoint.
Jonathan Djanogly
Mark Stokes Louise Wolfson Chris Allner David Till Elizabeth FlockhartNeeta Patel
The Board
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David Till
Non‑ independent non‑ executive Director
David co-founded the Oakley Capital Group in 2002 with
Peter Dubens. David has overall responsibility for
operations, finance and legal functions at Oakley Capital.
Oakley Capital partners with ambitious founders and
management teams to build businesses that can succeed in a
changing world. David holds a BA (Hons) in Economics from
Essex University. He started his career in the British Army,
then later qualified as a chartered accountant with Coopers
& Lybrand, worked in industry as a finance director before
returning to the profession holding senior M&A roles.
Neeta Patel
Independent non‑ executive Director
Neeta Patel CBE is a highly experienced business leader,
entrepreneur, and board director with over three decades of
strategic leadership across sectors including financial
services, media, technology, and education. She is best
known for her role as CEO of The Centre for Entrepreneurs
(CFE) — the UK’s leading entrepreneurship support
organisation — where she has shaped research, policy and
entrepreneur development programmes that help founders
and early-stage businesses thrive. Before leading CFE, Neeta
built a distinguished corporate career, including pioneering
digital products such as one of Europe’s first personal
finance websites and driving innovation across established
organisations. She has also led a fintech startup, worked in
private equity backing technology ventures, and held senior
advisory roles across multiple boards. Neeta is currently the
Senior Independent Director of Allianz Technology Trust, a
director at European Opportunities Trust and Maven Renovar
VCT. Previously, Neeta was also a director of Albion VCT and
CEO at The Centre for Entrepreneurs. She was also a Mentor
in Residence at London Business School, where she
supported emerging entrepreneurs and founders.
Elizabeth Flockhart
Independent non‑ executive Director
Elizabeth Flockhart is a seasoned investment professional
and non-executive director with over 20 years of experience
in fund management, investment oversight, and corporate
governance. She trained and qualified as a chartered
accountant, laying a strong foundation for her career in
financial services and asset management. Elizabeth began
her investment career as a fund manager at Martin Currie plc
before advancing to senior roles at Standard Life plc and
later Aberdeen plc, where she served as Global Head of
Oversight. In this capacity, she led teams responsible for the
governance and performance monitoring of public market
assets, including listed investment trusts. She currently is a
member of the Investment Committee and Audit Chair for
the Nuclear Liabilities Fund, a £20 billion trust focused on
UK nuclear decommissioning. In 2025, Flockhart was
appointed Non-Executive Director of Baillie Gifford US
Growth Trust plc, bringing her deep expertise in investment
oversight and governance to the board.
Strategic Report continued
The Board continued
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Legal Entrepreneur Accounting & Audit
L E AA
Banking Listed Corporate Investment Management
B LC IM
Corporate Finance Senior Executive Governance
CF SE G
Board Summary
Independent NEDs Appointed Age Experience Qualifications
Jonathan Djanogly Nov-12 61 BA, Qualified Solicitor, ICAEW Corporate Finance Qualification
Chris Allner June-24 67 MA, C.Dip Fin Acc.
Elizabeth Flockhart Jan-26 52 MA Hons, Chartered Accountant ICAS
Neeta Patel Jan-26 64 MA, MSc, MBA
Mark Stokes Jan-21 64
Chartered Banker, CBI Green & Sustainable Finance Certificate,
IoD Diploma in Company Direction
Louise Wolfson Jan-21 54 MA, Qualified Solicitor
Non-Independent
David Till Aug-18 62 BA, Chartered Accountant, FCA
L CF LC SE
SE
SE
AA
G
L CF LC SE G
IM
IM
LC
LC
LC
CF SE G
G
GE
B CF LC SE G
CF E LC SE AA IM G
66
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back for cancellation 4,862,763 shares at 94.34 pence with a
total consideration of £4.6 million. A further 3,482,573
shares were bought back for cancellation on 18 September
2025 at 93.58 pence with a total consideration of
£3.3 million.
After the year end, in April 2026, the Company bought back
for cancellation 7,233,786 shares at 91.37 pence with a total
consideration of £6.6 million.
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
With the exception of UBS Private Banking Nominees Limited
which, as at 31 March 2026 held 14,921,223 B Ordinary Shares
(being approximately 5.09% of the issued share capital of the
Company), and James Brearly CREST Nominees Limited which,
as at 31 March 2026 held 9,352,682 B Ordinary Shares (being
approximately 3.18% of the issued share capital of the
Company) the Company is not aware of any holdings, at
31 March 2026 and as at the date of this report, 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 reappoint 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 78 of this report.
This Directors’ report incorporates the Corporate Governance
Statement on pages 75 to 77 and the Statement of Directors’
Responsibilities on page 78.
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 Chris Allner, Jonathan Djanogly, Elizabeth
Flockhart, Neeta Patel, Mark Stokes, David Till and Louise
Wolfson. Elizabeth Flockhart and Neeta Patel were
appointed on 13 January 2026. Brief biographical details of
the Directors are given on pages 65 to 67.
Share capital
There were 293,388,247 shares in issue at the year end.
During the year 47,356,758 shares were allotted under Offers
for subscription at an average price of 102.0 pence per share
raising £48.2 million before deducting issue costs. 1,822,296
shares were allotted under the Dividend Re-Investment
Scheme (DRIS) at an average price of 96.2 pence per share
raising £1.8 million.
Since the year end, 6,450,851 shares have been issued under
Offer for subscription, refer to Note 26 on page 102 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. The
Directors review these requests around the financial year
end and half year. On 14 April 2025, the Company bought
The report of the Independent Auditor is set out on
pages 80 to 85 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 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 26 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
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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 many, but not all, of the portfolio
companies and communicates with all of them irrespective
of this on a regular basis. Most of the investments also carry
information rights so that the Company is provided with
reporting updates at least quarterly.
Regulators
As a UK listed company the Board and Investment Manager
comply with the Companies Act, HMRC, Listing Rules, 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 conduct share buybacks.
operational existence for the foreseeable future. The
Company’s business activities, together with the factors
likely to affect its future development, performance and
position including the financial, and operational related
risks to which the Company is exposed are set out in the
Strategic Report on pages 56 to 64. 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
economic climate 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 22 to the Financial Statements.
Stakeholders
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 pages 75 to 77 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
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
shareholders 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. Listing
Rule 6.6.4 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.
continuedDirectors’ Report
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continuedDirectors’ Report
Annual General Meeting
Shareholders will find the Notice of the Annual General
Meeting on pages 103 to 106.
The business of the meeting includes an ordinary resolution
(Resolution 8) proposed to ensure the directors retain the
authority to allot shares in the Company under the
Company’s DRIS until the later of 31 December 2027 or the
date of the 2027 Annual General Meeting up to an aggregate
nominal amount of £292,605 (representing approximately 10
per cent of the issued ordinary share capital of the Company
as at the date of this report).
Resolution 9 is an additional ordinary resolution proposed to
ensure the directors retain the authority to allot shares in
the Company until the later of 31 December 2027 or the date
of the 2027 Annual General Meeting up to (i) an aggregate
nominal amount of £600,000 in connection with offers for
subscription and (ii) an additional aggregate nominal
amount representing 20% of the issued B Ordinary Shares
from time to time.
Also included are the following special resolutions:
Resolution 10 is proposed to empower the directors to allot
shares under the authority granted by the ordinary
resolution (Resolution 8) above without regard to any rights
of pre-emption on the part of the existing shareholders.
Resolution 11 is proposed to empower the directors to allot
shares under the authority granted by the ordinary
resolution (Resolution 9) above without regard to any rights
of pre-emption on the part of the existing shareholders.
By Order of the Board
Ben Harber FCG
Company Secretary
26 June 2026
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Directors’ remuneration policy
The statement of the Directors’ Remuneration Policy took
effect following approval by shareholders at the annual
general meeting held on 25 September 2025. Of those who
voted, 96.56% voted to approve the policy, 3.44% voted
against and 35,535 votes were withheld. A resolution to
approve the Directors’ Remuneration Policy will be put to
shareholders every three years. At this year’s annual general
meeting shareholders are being invited to approve a
continuation to the policy as described below.
The Board has not retained external advisors in relationship
to remuneration matters but has access to information about
directors’ fees paid by other companies of a similar size and
nature and this is used as a reference when setting the
Directors’ remuneration. Shareholders’ views in respect of
the Directors remuneration are communicated at the
Company’s AGM and are taken into consideration in
formulating the Directors Remuneration Policy. The Board
has not received any views from the Company’s shareholders
in respect of the levels of Directors’ remuneration.
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 25 September 2025, place an
overall annual limit of £250,000 (£150,000 pre-
25 September 2025) 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.
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 80 to 85.
Annual statement from the Chair
of the Company
Jonathan Djanogly began his term on 27 November 2012,
and 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. Chris Allner was
appointed as a Director on 1 June 2024 and Elizabeth
Flockhart and Neeta Patel were appointed as Directors on
13 January 2026. The Board resolved that the Chair’s annual
fee would be £40,000 with effect from 1 January 2025,
having been £30,000 since 1 January 2021, and the annual
fee for other Directors would be £35,000 with effect from
1 January 2025, having been £25,000 since 1 January 2021.
David Till has waived his annual fee since 1 April 2020.
The Company’s Remuneration and Nomination Committee
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.
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 pages 65 to 67.
Directors’ Remuneration Report
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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 2026 are shown in the table below.
*Elizabeth Flockhart and Neeta Patel were appointed on 13 January 2026 **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 31.03.26
£
Total fee paid for the
year ended 31.03.25
£
2026 change
in fees
%
2025 change
in fees
%
2024 change
in fees
%
2023 change
in fees
%
2022 change
in fees
%
Chris Allner 35,000 35,000 23,333 50.0 n/a n/a n/a n/a
Jonathan Djanogly 40,000 40,000 32,500 23.1 8.3 – – –
Elizabeth Flockhart* 35,000 7,718 n/a n/a n/a n/a n/a n/a
Neeta Patel* 35,000 7,718 n/a n/a n/a n/a n/a n/a
Mark Stokes 35,000 35,000 27,500 27.3 10.0 – – n/a
David Till** Nil Nil Nil n/a n/a n/a n/a n/a
Louise Wolfson 35,000 35,000 27,500 27.3 10.0 – – n/a
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 2026 and the prior year. There were no outstanding
balances due at the year end.
Year ended
31.03.26
£
Year ended
31.03.25
£
Percentage
change
%
Total Directors’ fees 170,655 125,416 36.1
Dividend 14,775,619 11,114,838 32.9
Share Buy Back 7,885,762 6,445,581 22.3
Total Directors’ fees as a percentage of dividend & buyback 0.8% 0.7% 5.4%
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.
Directors’ Remuneration Report continued
As at 31.03.26 As at 31.03.25
Director
shares
held
% of shares
in issue
shares
held
% of shares
in issue
Chris Allner 16,724 0.006 16,724 0.007
Jonathan Djanogly 101,168 0.034 75,176 0.030
Elizabeth Flockhart 13,341 0.005 n/a n/a
Neeta Patel – – n/a n/a
Mark Stokes 65,209 0.002 37,652 0.015
David Till 690,373 0.235 589,669 0.233
Louise Wolfson 45,890 0.016 35,789 0.014
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100p
130p
120p
110p
180p
190p
200p
170p
160p
150p
140p
Mar
16
Mar
17
Mar
19
Mar
18
Mar
20
Mar
22
Mar
23
Mar
24
Mar
26
Mar
25
Mar
21
Sep
16
Sep
17
Sep
19
Sep
18
Sep
20
Sep
22
Sep
23
Sep
24
Sep
25
Sep
21
60p
90p
80p
70p
Pembroke VCT B Ord Share Total Return
Pembroke VCT B Ord Share Total Return + tax benefits*
FTSE AIM Total Return
FTSE UK SmallCap Total Return
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 100 pence in the FTSE UK
Small Cap Index over the same ten-year period.
*Tax benefits include a 30% initial income tax credit on
invested cost and exclude income tax benefits on dividends
and capital gains tax on VCT shares.
On behalf of the Board
Jonathan Djanogly
Director
26 June 2026
At the AGM held on 25 September 2025, 96.9% of the votes
cast were for, 3.1% of the votes cast were against, and
25,491 shares were withheld in respect of, the resolution
approving the Directors’ remuneration report.
Pembroke VCT plc Ten-year Performance
Directors’ Remuneration Report continued
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Governance
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Board of Directors
The Company has a Board of seven non-executive Directors,
six of whom are considered to be independent. The seventh
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.
During the year ended 31 March 2026, Elizabeth Flockhart
and Neeta Patel were appointed as directors with effect from
13 January 2026.
Full details of the 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.
All non-executive Directors have signed letters confirming the
terms of their appointment as non-executive Directors. These
are dated with effect from 1 January 2021, 1 June 2024 and
13 January 2026. 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, Ben Harber of Arch Law 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 Directors of Pembroke VCT plc confirm that the
Company has taken appropriate action to enable it to comply
with the Principles of The AIC Corporate Governance Code
(the “AIC Code”) issued by the Association of Investment
Companies in August 2024 which is publicly available at
https://www.theaic.co.uk/aic-corporate-governance-code.
The AIC Code has been endorsed by the Financial Reporting
Council (FRC). This enables boards to make a statement that
by reporting against the AIC Code they are meeting their
obligations in relation to the 2024 UK Corporate Governance
Code (“UK Code”) (and associated disclosure requirements
under paragraph 6.6.6 of the Listing Rules). The AIC Code
adapts the Principles and Provisions set out in the UK Code to
make them relevant for investment companies. It also
includes some Supplementary Guidance for investment
companies.
The Company is committed to maintaining the highest
standards of corporate governance and during the year to
31 March 2026 complied with the Principles and Provisions of
the 2024 AIC Code except as set out below.
The 2024 AIC Code includes provisions relating to the
appointment of a chief executive and a recognised senior
independent non-executive director, the presumption
concerning the Chair’s independence and the need for an
internal audit function. For reasons set out in the AIC Code,
the Board considers these provisions are not relevant to the
position of Pembroke VCT plc, which is an externally advised
venture capital trust. The Company has therefore not reported
further in respect of these provisions.
The Directors consider that the annual report and accounts,
taken as a whole is fair, balanced and understandable and
provides the information necessary for shareholders to assess
the Company’s position, performance, business model and
strategy.
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 its committees and, consequently, individual
Directors each year. Owing 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. An
informal performance evaluation of the Board, the Audit, Risk
& Valuations Committee, the Remuneration & Nomination
Committee, the Management Engagement Committee and
individual Directors was carried out during the period. The
Directors concluded that the balance of skills is appropriate
and all Directors contribute fully to discussion in an open,
constructive and objective way. 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.
Corporate Governance Statement
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• 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, Risk &
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.
These risks were discussed with the Investment Manager at
the Audit, Risk & Valuations Committee meeting before sign
off of the Financial Statements. The Committee concluded:
Venture Capital Trust status – the Investment Manager
confirmed to the Audit, Risk & 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, Risk & 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, Risk & Valuations Committee examined the
Investment Manager’s confirmation and considered it
appropriate.
The Investment Manager and auditor confirmed to the Audit,
Risk & 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, Risk &
Audit, Risk & Valuations Committee
The Audit, Risk & Valuations Committee operates within
clearly defined written terms of reference which are
available on request from the Company Secretary.
The Audit, Risk & Valuations Committee comprises five
independent Directors. The members of the committee are
Mark Stokes (Chair), Chris Allner, Louise Wolfson, Elizabeth
Flockhart and Neeta Patel.
A quorum shall be two members.
During the year ended 31 March 2026 and up to the date of
signing the Annual Report and Financial Statements, the
Audit, Risk & 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 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 annual
re-appointment of, and fee payable to, BDO LLP; and
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, Risk & 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. BDO LLP does not provide
any non audit services to the Company and the Audit, Risk &
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 this is their seventh
year and the second year for the current partner. The Board
notes that statutory audit retendering is required after an
auditor has been in place for ten years.
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 five
independent Directors. The members of the committee are
Louise Wolfson (Chair), Mark Stokes, Chris Allner, Elizabeth
Flockhart and Neeta Patel.
A quorum shall be two members.
The Committee shall meet at least once a year and
otherwise as required.
Corporate Governance Statement continued
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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.
The Board has delegated to third parties the provision of
investment management services, VCT status advisory
services, broking services, company secretarial and
administration services, receiving agent and share
registration services. Day-to-day accounting is undertaken
by the Investment Manager.
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
Management Engagement Committee
The Management Engagement Committee operates within
clearly defined written terms of reference which are
available on request from the Company Secretary.
The Management Engagement Committee comprises five
independent Directors. The members of the committee are
Chris Allner (Chair), Mark Stokes, Louise Wolfson, Elizabeth
Flockhart and Neeta Patel.
A quorum shall be two members.
The Committee shall meet at least once a year and
otherwise as required.
Attendance at Board and committee meetings
During the year ended 31 March 2026 there were:
• four full Board meetings – additional Board meetings
were held as required to address specific issues including
an offer for subscription and quarterly net asset values
• two Audit, Risk & Valuations Committee meetings; and
• two Remuneration & Nomination Committee meetings;
and
• one Management Engagement Committee meeting.
The Directors’ attendance at these meetings is noted below.
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 not
identified any issues with the Company’s internal controls.
In line with Provision 34 of the AIC Corporate Governance
Code, the Board has agreed a proportionate, phased plan to
support its annual review of the effectiveness of the
Company’s risk management and internal control framework.
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 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 individual investor statements to
shareholders annually. The Company also provides an
Investor Hub, https://pembroke-vct.cityhub.uk.com, where
shareholders and their financial intermediaries can view
indicative shareholding valuations, transaction history,
dividend history and deal with a range of administration
matters. The Investment Manager also produces regular
newsletters which are circulated to shareholders and their
financial intermediaries.
Director Board
Audit, Risk &
Valuations
Committee
Remuneration
& Nomination
Committee
Management
Engagement
Committee
Chris Allner 4 2 2 1
Jonathan Djanogly 4 2 2 1
Elizabeth Flockhart* 1 0 1 1
Neeta Patel* 1 0 1 1
David Till 3 n/a n/a n/a
Mark Stokes 4 2 2 1
Louise Wolfson 4 2 2 1
Corporate Governance Statement continued
*Appointed 13 January 2026
On behalf of the Board
Jonathan Djanogly
Director
26 June 2026
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They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for ensuring that the annual
report and accounts, taken as a whole, are fair, balanced,
and understandable and provides the information necessary
for shareholders to assess the Company’s position and
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 Company, together with a
description of the principal risks and uncertainties that
they face.
On behalf of the Board
Jonathan Djanogly
Director
26 June 2026
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 financial statements in
accordance with UK adopted international accounting
standards. 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
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.
Statement of Directors’ Responsibilities
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Auditor’s Report
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Independence
We remain independent of the Company in accordance with
the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance
with these requirements. The non-audit services prohibited
by the FRC’s Ethical Standard were not provided to the
Company and we remain independent of the Company in
conducting our audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the Directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the
Company’s ability to continue to adopt the going concern
basis of accounting included:
• Obtaining the VCT compliance reports prepared by
management’s expert during the year and as at year end
and reviewing the calculations therein to check that the
Company was meeting its requirements to retain VCT
status;
• Consideration of the Company’s expected future
compliance with VCT legislation, the absence of bank
debt, contingencies and commitments and any market or
reputational risks;
• Reviewing the forecasted cash flows that support the
Report on the audit of the financial statements
Opinion
In our opinion the financial statements:
• give a true and fair view of the state of the Company’s
affairs as at 31 March 2026 and of its profit and cash
flows for the year then ended;
• have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
• have been prepared in accordance with the requirements
of the Companies Act 2006.
We have audited the financial statements of Pembroke VCT
Plc (the ‘Company’) for the year ended 31 March 2026 which
comprise of the following:
• Income Statement
• Balance sheet
• Statement of changes in equity
• Statement of cash flows
• Notes 1 to 26 to the financial statements
• A summary of significant accounting policies
The financial reporting framework that has been applied in
their preparation is applicable law and United Kingdom
Accounting Standards, including Financial Reporting
Standard 102 The Financial Reporting Standard applicable in
the UK and Republic of Ireland (United Kingdom Generally
Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit of the
financial statements section of our report. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Directors’ assessment of going concern, challenging
assumptions and judgements made in the forecasts and
assessing them for reasonableness. In particular, we
considered the available cash resources relative to the
forecast expenditure which was assessed against the
prior year for reasonableness; and
• Evaluating the Directors’ method of assessing the going
concern in light of market conditions including the stress
tests applied to confirm that the Company has sufficient
capital and liquidity to continue its operations effectively.
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.
However, because not all future events or conditions can be
predicted, this statement is not a guarantee as to the
Company’s ability to continue as a going concern.
In relation to the Company’s reporting on how it has applied
the UK Corporate Governance Code, we have nothing material
to add or draw attention to in relation to the Directors’
statement in the financial statements about whether the
Directors considered it appropriate to adopt the going concern
basis of accounting in preparing the financial statements.
Our responsibilities and the responsibilities of the Directors
with respect to going concern are described in the relevant
sections of this report.
to the members of Pembroke VCT plc
Overview
2026 2025
Key audit matters Valuation of unquoted investments
✔ ✔
Materiality Company financial statements as a whole
£4,290,000 (2025: £3,890,000) based on 1.5% of Net assets (2025: based on 2% of Gross investments)
Independent Auditor’s Report
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An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the
Company and its environment, including the Company’s
system of internal control, and assessing the risks of
material misstatement in the financial statements. We also
addressed the risk of management override of internal
controls, including assessing whether there was evidence of
bias by the Directors that may have represented a risk of
material misstatement.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
financial statements of the current period and include the
most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified, including
those which had the greatest effect on: the overall audit
strategy, the allocation of resources in the audit, and
directing the efforts of the engagement team. These matters
were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
Key Audit Matter: Valuation of unquoted investments
(Notes 4 and 12 to the financial statements)
We consider the valuation of investments to be the most
significant audit area as there is a high level of estimation
uncertainty involved in determining the unquoted
investment valuations.
There is also an inherent risk of management override
arising from the unquoted investment valuations being
prepared by the Investment Manager, who is remunerated
based on the net assets of the Company.
For these reasons we considered the valuation of unquoted
investments to be a key audit matter.
How the scope of our audit responded to the risk
We evaluated the design and implementation of the most
appropriate controls.
Our sample for the testing of unquoted investments was
stratified according to risk considering, inter alia, the value
of individual investments, the nature of the investment, the
extent of the fair value movement and the subjectivity of
the valuation technique.
For all unquoted investments in our sample we:
• Challenged whether the valuation methodology was the
most appropriate in the circumstances under the
International Private Equity and Venture Capital Valuation
(“IPEV”) Guidelines and the applicable accounting standards.
• We have recalculated the value attributable to the Company,
having regard to the application of enterprise value across
the capital structures of the investee companies.
For investments sampled that were valued using less
subjective valuation techniques (cost and price of recent
investment reviewed for changes in fair value) we:
• Verified the cost or price of recent investment to
supporting documentation;
• Considered whether the investment was an arm’s length
transaction through reviewing the parties involved in the
transaction and checking whether or not they were
already investors of the investee Company;
• Considered whether there were any indications that the cost
or price of recent investment was no longer representative
of fair value considering, inter alia, the current performance
of the investee company and the milestones and
assumptions set out in the investment proposal; and
• Considered whether the price of recent investment is
supported by alternative valuation techniques.
For investments sampled that were valued using more
subjective techniques (earnings multiples, and revenue
multiples) we:
• Challenged and corroborated the inputs to the valuation
with reference to management information of investee
companies, market data and our own understanding and
assessed the impact of the estimation uncertainty
concerning these assumptions and the disclosure of these
uncertainties in the financial statements;
• Reviewed the historical financial statements and any
recent management information available to support
assumptions about maintainable revenues, earnings or
cash flows used in the valuations;
• Considered the revenue or earnings multiples applied and
the discounts applied by reference to observable listed
company market data; and
• Challenged the consistency and appropriateness of
adjustments made to such market data in establishing the
revenue, cash flow or earnings multiple applied in arriving
at the valuations adopted by considering the individual
performance of investee companies against plan and relative
to the peer group, the market and sector in which the
investee company operates and other factors as appropriate.
For a sample of loans held at fair value included above, we:
• Checked security held to supporting documentation.
• Reviewed the treatment of accrued redemption premium/
other fixed returns in line with the Statement of
Recommended Practice.
Where appropriate, we performed a sensitivity analysis by
developing our own point estimate where we considered
that alternative input assumptions could reasonably have
been applied and we considered the overall impact of such
sensitivities on the portfolio of investments in determining
whether the valuations as a whole are reasonable and free
from bias.
Key observations
Considering the level of estimation uncertainty and the
procedures performed to address the risk, we consider the
valuations of unquoted investments to be appropriate.
Independent Auditor’s Report continued
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Company Financial Statements
2026 2025
Materiality £4,290,000 £3,890,000
Basis for determining materiality 1.5% of Net assets 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 1.5% of
net assets (2025: 2% of gross investments). We have
updated this from prior year to align with our
updated audit methodology and to remain
consistent with the wider market practice.
Performance materiality £3,210,000 £2,910,000
Basis for determining
performance materiality
75% of Materiality 75% of Materiality
Rationale for the percentage applied
for performance 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.
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.
Independent Auditor’s Report continued
Based on our professional judgement, we determined materiality for the financial statements
as a whole and performance materiality as follows:
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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 set out on pages 64, 68 to 69;
• The Directors’ explanation as to their assessment of the
Company’s prospects, the period this assessment covers and why
the period is appropriate set out on pages 64, 68 to 69; and
• The Directors’ statement on whether they have a reasonable
expectation that the Company will be able to continue in
operation and meet its liabilities set out on pages 64, 68 to 69.
Other Code provisions • Directors’ statement on fair, balanced and understandable set
out on page 78;
• Board’s confirmation that it has carried out a robust assessment
of the emerging and principal risks set out on pages 58 to 61;
• The section of the annual report that describes the review of
effectiveness of risk management and internal control systems
set out on pages 58 to 61, and 77; and
• The section describing the work of the Audit Committee set out
on page 76.
Independent Auditor’s Report continued
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit
differences in excess of £210,000 (2025: £190,000). 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 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 UK Listing Rules sourcebook requires 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.
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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.
However, the primary responsibility for the prevention and detection of fraud rests with both
those charged with governance of the Company and management.
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:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Company and the industry in which it operates;
• Discussion with Investment Manager, and those charged with governance; and
• Obtaining an understanding of the Company’s policies and procedures regarding
compliance with laws and regulations;
we considered the significant laws and regulations to be the Companies Act 2006, the FCA
listing and DTR rules, the principles of the UK Corporate Governance Code, industry practice
represented by the Statement of Recommended Practice: Financial Statements of Investment
Trust Companies and Venture Capital Trusts (“the SORP”) and the applicable financial reporting
framework. We also considered the Company’s qualification as a VCT under UK tax legislation.
Independent Auditor’s Report continued
Other Companies Act 2026 reporting
Based on the responsibilities described below and our work performed during the course of
the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain
opinions and matters as described below.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the
audit:
• the information given in the Strategic report and the Directors’
report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been
prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company
and its environment obtained in the course of the audit, we have
not identified material misstatements in the Strategic report or the
Directors’ report.
Directors’ remuneration In our opinion, the part of the Directors’ remuneration report to be
audited has been properly prepared in accordance with the
Companies Act 2006.
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.
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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.
Other matters which we are required to address
We were appointed by the Board of Directors on 12 December 2019 to audit the financial
statements for the period ended 31 March 2020.
Our total uninterrupted period of engagement is 7 years, covering the periods ended 31 March
2020 to 31 March 2026.
Our audit opinion is consistent with the additional report to the Audit Committee.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3
of Part 16 of the Companies Act 2006. Our audit work has been undertaken 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.
In due course, as required by the Financial Conduct Authority Disclosure Guidance and
Transparency Rule 4.1.15R – 4.1.18R, these financial statements will form part of the
Electronic Format Annual Financial Report filed on the National Storage Mechanism of the
FCA in accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides no
assurance over whether the Electronic Format Annual Financial Report has been prepared in
compliance with DTR 4.1.15R – DTR 4.1.18R.
Daniel Quiligotti (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, United Kingdom
26 June 2026
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
Independent Auditor’s Report continued
Our procedures in respect of the above included:
• Agreement of the financial statement disclosures to underlying supporting documentation;
• Enquiries of Investment Manager and those charged with governance relating to the
existence of any non-compliance with laws and regulations;
• Obtaining the VCT compliance reports prepared by management’s expert during the year
and as at year end and reviewing their calculations to check that the Company was meeting
its requirements to retain VCT status; and
• Reviewing minutes of meetings of those charged with governance throughout the period
for instances of non-compliance with laws and regulations.
Fraud
We assessed the susceptibility of the financial statements to material misstatement
including fraud.
Our risk assessment procedures included:
• Enquiry with the Investment Manager and those charged with governance regarding any
known or suspected instances of fraud;
• Obtaining an understanding of the Company’s policies and procedures relating to:
– Detecting and responding to the risks of fraud; and
– Internal controls established to mitigate risks related to fraud.
• Review of minutes of meetings of those charged with governance for any known or
suspected instances of fraud;
• Discussion amongst the engagement team as to how and where fraud might occur in the
financial statements;
Based on our risk assessment, we considered the areas most susceptible to fraud to be the
valuation of unquoted investments and management override of controls.
Our procedures in respect of the above included:
• In addressing the risk of valuation of unquoted investments, the procedures set out in the
key audit matter section in our report were performed;
• In addressing the risk of management override of control, we:
– Considered the opportunity and incentive to manipulate accounting entries and target
tested relevant adjustments made in the period end financial reporting process;
– Reviewed for significant transactions outside the normal course of business;
– Considered any indicators of bias in our audit as a whole; and
– Performed a review of unadjusted audit differences, if any, for indications of bias or
deliberate misstatement.
We also communicated relevant identified laws and regulations and potential fraud risks to
all engagement team members who were all deemed to have appropriate competence and
capabilities and remained alert to any indications of fraud or non-compliance with laws and
regulations throughout the audit.
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Financial Statements
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The notes on pages 91 to 102 are an integral part of
the Financial Statements.
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”) and updated in 2025 with consequential
amendments. A separate Statement of Comprehensive
Income has not been prepared as all comprehensive
income is included in the Income Statement.
All the items above derive from continuing operations
of the Company.
for the year ended 31 March 2026
Income Statement
For the year ended 31 March 2026
Note Revenue
£’000
Capital
£’000
Total
£’000
Net realised/unrealised gains on investments 12 – 13,487 13,487
Income 6 2,671 – 2,671
Investment Manager’s fees 7 (1,348) (4,044) (5,392)
Other expenses 8 (918) – (918)
Gain before tax 405 9,443 9,848
Tax 9 – – –
Gain attributable to equity shareholders 405 9,443 9,848
Return per share (pence) 11 0.2 3.5 3.7
For the year ended 31 March 2025
Note Revenue
£’000
Capital
£’000
Total
£’000
Net realised/unrealised gains on investments 12 – 3,354 3,354
Income 6 2,662 – 2,662
Investment Manager’s fees 7 (1,168) (3,503) (4,671)
Other expenses 8 (902) – (902)
Gain (Loss) before tax 592 (149) 443
Tax 9 – – –
Gain (Loss) attributable to equity shareholders 592 (149) 443
Return per share (pence) 11 0.3 (0.1) 0.2
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as at 31 March 2026
Note
31.03.26
£’000
31.03.25
£’000
Fixed assets
Investments 12 234,801 194,580
Current assets
Debtors 14 264 289
Current asset investments 15 30,000 30,000
Cash at bank 26,631 36,791
56,895 67,080
Creditors: amounts falling due within one year 16 (5,017) (8,585)
Net current assets 51,878 58,495
Creditors: amounts falling due after more than one year 17 (457) (1,404)
Net assets 286,222 251,671
Capital and reserves
Called up share capital 18, 19 2,934 2,526
Share premium account 19 18,298 79,705
Capital redemption reserve 19 316 232
Special reserves 19 225,456 139,838
Capital reserves 19 39,542 30,099
Revenue reserves 19 (324) (729)
Total shareholders’ funds 286,222 251,671
Net asset value per B Ordinary share (pence) 20 97.6 99.7
The Financial Statements were approved by the Directors
and authorised for issue on 26 June 2026 and signed on their
behalf by:
Jonathan Djanogly
Director
Company registered number: 08307631
The notes on pages 91 to 102 are an integral part of
the Financial Statements.
Balance Sheet
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for the year ended 31 March 2026
For the year ended 31 March 2025
Opening balance as at 1 April 2024 2,143 35,441 166 62,760 114,479 42,919 (32,512) (1,321) 224,075
Investment disposal – – – (1,893) – – 1,893 – –
Total comprehensive income for the period – – – 3,354 – – (3,503) 592 443
Shares issued (Note 18) 449 46,651 – – – – – – 47,100
Share issue expenses – (2,387) – – – – – – (2,387)
Share bought back (66) – 66 – – (6,446) – – (6,446)
Transfer of distributable reserves (Note 19) – – – – (19,292) 19,292 – – –
Dividends paid – – – – – (11,114) – – (11,114)
Closing balance as at 31 March 2025 2,526 79,705 232 64,221 95,187 44,651 (34,122) (729) 251,671
*Special reserve is available for distribution, subject to the restrictions tabled in Note 19 of the financial statements.The notes on pages 91 to 102 are an integral part of
the Financial Statements.
Statement of
Changes in Equity
Non-distributable reserves Distributable reserves
Restricted Unrestricted
For the year ended 31 March 2026
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 2025 2,526 79,705 232 64,221 95,187 44,651 (34,122) (729) 251,671
Investment disposal – – – 8,088 – – (8,088) – –
Total comprehensive income for the period – – – 13,487 – – (4,044) 405 9,848
Shares issued (Note 18) 492 49,551 – – – – – – 50,043
Share issue expenses – (2,678) – – – – – – (2,678)
Share bought back (84) – 84 – – (7,886) – – (7,886)
Transfer of distributable reserves (Note 19) – – – – (62,409) 62,409 – – –
Dividends paid – – – – – (14,776) – – (14,776)
Share premium cancellation – (108,280) – – 108,280 – – – –
Closing balance as at 31 March 2026 2,934 18,298 316 85,796 141,058 84,398 (46,254) (324) 286,222
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Note
Year ended
31.03.26
(audited)
£’000
Year ended
31.03.25
(audited)
£’000
Operating activities
Investment income received 87 2,802
Deposit and similar interest received 6 1,609 670
Investment Manager’s fees paid (5,219) (4,535)
Directors’ fees paid (171) (132)
Other cash payments (803) (852)
Net cash outflow from operating activities 21 (4,497) (2,047)
Cash flows from investing activities
Purchase of equity investments 12 (33,115) (15,060)
Proceeds from disposal of equity investments 12 8,749 5,288
Long-term loan investments made 12 (1,350) (1,500)
Long-term loans repaid 12 – 1,550
Net cash outflow from investing activities (25,716) (9,722)
Net cash outflow before financing (30,213) (11,769)
Cash flows from financing activities
Share issue proceeds (including funds received in advance) 16, 18 44,518 50,751
Share issue expenses (3,556) (2,451)
Share buybacks paid (7,886) (6,446)
Equity dividend paid (13,023) (9,548)
Net cash generated by financing activities 20,053 32,306
(Decrease)/increase in cash and cash equivalents (10,160) 20,537
Cash and cash equivalents at the beginning of the period 66,791 46,254
Cash and cash equivalents at the end of the period 56,631 66,791
Cash and cash equivalents are composed of:
Cash at bank 26,631 36,791
Current asset investments 30,000 30,000
56,631 66,791
for the year ended 31 March 2026
The notes on pages 91 to 102 are an integral part of
the Financial Statements.
Statement
of Cash Flow
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1. Company information
The Company is a Public Limited Company incorporated in England and Wales. The
registered address is 223-231 Old Marylebone Road, London NW1 5QT. 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 (updated in December 2025 – “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 for the foreseeable future.
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 2022, 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
Aside from the money market funds, 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 by the Directors. 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 2022. 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
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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 early stage 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.
Loan stock comprises fixed rate loan notes and convertible instruments held within
the investment portfolio. These instruments are classified as investments at fair
value through profit or loss and are not measured at amortised cost. The fair value
of loan stock is assessed at each reporting date in accordance with the Company’s
policy, taking into account the underlying performance of the investee company,
market conditions, and the relationship between the loan stock and any associated
equity holdings. Movements in fair value are recognised in the capital column.
b) Income
Income includes interest earned on money market funds and dividends. 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.
c) Expenses
All expenses, including “Annual Running Costs”, 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.
“Annual Running Costs” are the annual costs and expenses incurred by or on behalf of
the Company in the ordinary course of its business, excluding the management fees
payable to the Investment Manager and including, but not limited to, the following
items:
(i) auditor’s fees;
(ii) administration, accounting and company secretarial fees;
(iii) share registrars’ fees;
(iv) London Stock Exchange fees;
(v) printing and mailing costs in respect of the year-end audited accounts, interim
accounts and circulars to shareholders;
(vi) fees in respect of regulatory announcements made through a Regulatory
Information Service;
5. Accounting policies (continued)
Notes to the Financial Statements continued
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(vii) insurance premiums;
(viii) remuneration of the Board (including employers’ national insurance
contributions);
(ix) compliance and advisory fees; and
(x) market/organisational subscriptions
together with any irrecoverable value-added tax on those annual costs and expenses.
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.
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.
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.
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, current asset investments 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 are current asset
investments, which include money market funds. These are short term, highly liquid
investments that are readily convertible to known amounts of cash, they are subject
to insignificant risks of changes in value, and are held for the purpose of meeting
short term cash commitments.
2026
£’000
2025
£’000
Interest receivable - revenue
- from bank deposits 454 710
- from money market funds 1,112 354
- from loan stock and preference shares 1,876 838
Dividends receivable – 1,259
Provision for interest from loan stock (771) (499)
2,671 2,662
6. Income
5. Accounting policies (continued)
Notes to the Financial Statements continued
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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. The
performance fee is based on exit proceeds and only payable on a profitable exit and
subject to further conditions.
Details of the appointment can be found in the Strategic Report on pages 57 to 58.
2026
£’000
2025
£’000
Annual management fee 5,392 4,671
Performance fee – –
Total 5,392 4,671
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 72.
8. Other expenses
Other expenses include:
2026
£’000
2025
£’000
Annual Running Costs
Company secretarial fees and administration fees 85 103
Legal, professional & due diligence fees 168 176
Directors’ remuneration 161 126
Auditor’s remuneration – audit of Statutory Financial Statements 70 67
Communications, printing and stationery 71 59
VCT advisory and monitoring fees 41 39
Insurance 23 42
Accounting services fees payable to the Investment Manager 69 67
Registrar fees 25 24
London Stock Exchange fees 18 11
Subscriptions 26 23
Employer’s NI on Directors’ remuneration 10 6
Other costs 43 47
Irrecoverable VAT 108 112
Total costs and expenses (Annual Running Costs) 918 902
9. Tax
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 total losses carried forward are
£25,094,000 (2025: £21,455,000) and the value of the unrecognised deferred tax in
relation to these is £6,274,000 (2025: £5,364,000). This is calculated using a
corporation tax rate of 25% (2025:25%) which is the rate at which it is deemed that any
losses would be utilised.
a) Analysis of tax charge
2026
£’000
2025
£’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 – –
b) Factors affecting tax charge for the year
2026
£’000
2025
£’000
Profit/(loss) on ordinary activities before taxation 9,848 443
Effect of:
Corporation tax at 25% (2025: 25%) 2,462 111
Non-taxable gains/(losses) on investments (3,372) (839)
Non-taxable dividends – (315)
Current year losses carried forward 910 1,043
Other movements – –
Tax charge for year (Note 9a) – –
Notes to the Financial Statements continued
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Dividends paid or payable in respect of the financial year and recognised as
distributions paid to equity holders during the year:
All dividends are paid from the distributable special reserve.
10. Dividends paid
2026
£’000
2025
£’000
Interim dividend on B Ordinary shares for the year ended 31 March 2025
of 2.0 pence per share – payable on 23 April 2024 – 4,239
Interim dividend on B Ordinary shares for the year ended 31 March 2025
of 2.0 pence per share – payable on 10 October 2024 – 4,393
Interim dividend on B Ordinary shares for the year ended 31 March 2025
of 1.0 pence per share – payable on 31 March 2025 – 2,482
Interim dividend on B Ordinary shares for the year ended 31 March 2026
of 2.0 pence per share – payable on 27 May 2025 5,225 –
Interim dividend on B Ordinary shares for the year ended 31 March 2026
of 3.5 pence per share – payable on 20 January 2026 9,551 –
14,776 11,114
Movements in investments during the year are summarised as follows:
11. Return per share
Basic revenue return per share is based on the net profit after taxation of £405,000
(2025: £592,000) and on 266,404,366 (2025: 224,548,057) 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
£9,443,000 (2025: loss of £149,000) and on 266,404,366 (2025: 224,548,057) shares,
being the weighted average number of shares in issue during for the year.
2026 2025
Revenue Capital Total Revenue Capital Total
Earnings per share (pence) 0.2 3.5 3.7 0.3 (0.1) 0.2
12. Investments
Shares
£’000
Loan stock
£’000
Total
£’000
Opening valuation:
Cost at 31 March 2025 (after realised losses) 114,432 10,461 124,893
Unrealised gains at 31 March 2025 64,221 – 64,221
Unrealised losses on loan notes at 31 March 2025 – – –
Interest rolled up in fixed income investments – 5,466 5,466
Valuation at 31 March 2025 178,653 15,927 194,580
Movements in the year:
Purchases at cost 33,115 1,350 34,465
Disposal proceeds (8,749) – (8,749)
Loans converted to equity – – –
Unrealised gains/(losses) 22,365 (790) 21,575
Realised losses on disposals (7,943) (145) (8,088)
Interest rolled up in fixed income investments 644 461 1,105
Interest received – (87) (87)
Total movements in year 39,432 789 40,221
Closing valuation:
Cost at 31 March 2026 (after realised losses) 130,856 11,666 142,522
Unrealised gains at 31 March 2026 86,585 – 86,585
Unrealised losses on loan notes at 31 March 2026 – (790) (790)
Interest rolled up in fixed income investments 644 5,840 6,484
Valuation at 31 March 2026 218,085 16,716 234,801
Notes to the Financial Statements continued
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Value at
31 March 2025
£’000
Cost
£’000
Proceeds
£’000
Realised
Gain/(Loss)
£’000
N is for Nursery 7,297 3,000 8,749 5,749
United Fitness Brands 1,028 5,277 – (5,277)
Floom 145 4,560 – (4,560)
PeckWater Brands 9,375 4,000 – (4,000)
17,845 16,837 8,749 (8,088)
As at 31 March 2026, the Company had no arrangements in place to dispose of any
investments.
During the year, the following changes in valuation of unquoted shares were
considered material:
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 Manager’s Review on pages 19 to 39.
12. Investments (continued)
During the year, the following disposals were made:
Notes to the Financial Statements continued
Carrying
value at
31.03.25
£’000
Additions/
(realisations)
in the year
£’000
Increase/
(decrease) in
valuation
£’000
Carrying
value at
31.03.26
£’000
Coat Trading 10,275 – 5,609 15,884
Lyma Life 33,778 – 4,511 38,289
Popsa 17,253 1,050 4,408 22,711
Serve First – 5,000 2,557 7,557
Tala 3,510 – 2,261 5,771
Troubadour 5,381 – 1,692 7,073
With Nothing Underneath 1,500 – 1,648 3,148
Cydar 1,360 1,800 1,640 4,800
Secret Food Tour 7,749 – 1,198 8,947
One Plan 6,448 – (2,010) 4,438
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13. Significant interests
As at the balance sheet date the company held significant investments amounting to 20% or more of the equity capital of an undertaking and voting rights, in the following companies:
* The percentage of equity held for these companies is the fully diluted figure.
** The financial information is derived from publicly available Report and accounts, where available. In addition to the reported net assets (above), the following information on turnover
and operating profit is publicly available for Popsa and Lyma.
Equity investment Investment in Financial Information**
Ordinary
Preference loan stock Total Year Net Assets
Company Legal name Holdings* £’000 £’000 £’000 £’000 ended £’000 Location
Bella Freud Bella Freud Ltd 46.4% 3,379 – 900 4,279 31 March 2025 (165) London, UK
Credentially Appraise Me Limited 45.9% – 6,247 – 6,247 30 April 2025 3,425 Berkshire, UK
Coat Coat Trading Ltd 37.4% – 5,000 – 5,000 31 March 2025 414 London, UK
Heist Carousel Ventures Limited 37.1% 749 6,500 1,100 8,349 31 March 2025 12,876 London, UK
Hackney Gelato Hackney Gelato Limited 35.2% 3,200 – 1,800 5,000 31 August 2024 16 London, UK
Eave Eartex Ltd 34.4% 2,650 1,250 500 4,400 31 December 2024 (119) London, UK
Ro&Zo Ro&Zo Limited 32.1% 2,600 – – 2,600 30 November 2024 (966) London, UK
Smartify Smartify Holdings Ltd 27.9% 1,000 1,300 – 2,300 31 December 2024 2,765 London, UK
Dropless Dropless Ltd 27.8% 2,375 625 3,350 6,350 31 December 2024 (2,599) Devon, UK
Troubadour Troubadour Goods Limited 26.8% 2,540 – – 2,540 31 December 2024 1,956 London, UK
My Expert Midwife Natal Angels 25.3% 1,500 1,500 – 3,000 31 December 2024 673 Knaresborough, UK
Serve First Serve First CX Ltd 23.7% 5,000 - – 5,000 30 April 2025 335 Milton Keynes, UK
Exeros Exeros Technologies Ltd 22.5% – 4,000 – 4,000 30 September 2024 1,634 London, UK
Bloobloom Bloobloom Limited 20.2% 2,500 2,000 – 4,500 31 December 2024 1,381 London, UK
Annie Mals Annie Mals Limited 20.0% 500 – – 500 30 November 2024 127 Manchester, UK
Lyma Lyma Life Limited 19.7% 2,000 – – 2,000 31 December 2024 9,522 London, UK
PeakAiO PEAKAIO Limited 18.6% – 3,713 – 3,713 31 January 2025 122 Liverpool, UK
Popsa Popsa Holdings Limited 18.2% 5,203 1,047 – 6,250 31 December 2024 9,522 Surrey, UK
Roto VR Roto VR Ltd 17.8% 2,500 – – 2,500 31 August 2024 346 Borehamwood, UK
Details of holdings may be found in the Investment Manager’s Review and Investment Portfolio on pages 19 to 54.
Notes to the Financial Statements continued
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14. Debtors
2026
£’000
2025
£’000
Amounts falling due within one year:
Prepayments and accrued income 172 197
Other debtors 92 92
264 289
15. Current Asset Investments
2026
£’000
2025
£’000
Money market funds 30,000 30,000
16. Creditors: amounts falling due within one year
2026
£’000
2025
£’000
Funds received in advance of share issuance 4,065 7,837
Trail commissions payable 355 308
Sundry creditors and accruals 597 440
5,017 8,585
17. Creditors: amounts falling due after more than one year
2026
£’000
2025
£’000
Non-current creditors (trail commission payable) 457 1,404
18. Called up share capital
Total shares
’000
Allotted, called-up and fully paid at 1 April 2025: 252,555
Issued during the year 49,179
Shares purchased for cancellation (8,346)
At 31 March 2026 293,388
After the year end, the Company issued a further 5,183,160 shares on 2 April 2026 with
net proceeds of £5.2 million, 496,870 shares on 10 April 2026 with net proceeds of
£0.5 million, 351,176 shares on 30 April 2026 with net proceeds of £0.4 million and
419,645 shares on 29 May 2026 with net proceeds of £0.4 million.
On 11 April 2025, the Company bought back for cancellation 4,862,763 shares at
94.34 pence with a total consideration of £4.6 million. A further 3,482,573 shares were
bought back for cancellation on 18 September 2025 at 93.58 pence with a total
consideration of £3.2 million.
After the year end, in April 2026, the Company bought back for cancellation 7,233,786
shares at 91.37 pence with a total consideration of £6.6 million.
Allotted, called up and fully paid:
No of
shares
’000
Nominal
value
£’000
Consideration
received
£’000
4 April 2025 11,887 119 12,273
14 April 2025 858 9 881
23 April 2025 795 8 808
27 May 2025 (DRIS) 661 7 644
23 October 2025 4,661 47 4,745
21 November 2025 3,932 39 4,050
16 December 2025 5,882 59 6,075
20 January 2026 (DRIS) 1,161 12 1,109
13 February 2026 6,756 67 6,791
5 March 2026 3,140 31 3,161
31 March 2026 9,446 94 9,506
49,179 492 50,043
As at 31 March 2026, there were 293,388,247 (2025: 252,554,529) shares allotted,
called up and fully paid. During the year, the Company issued 49,179,054 shares under
an offer for subscription and the Dividend Re-Investment Scheme as detailed below:
19. Reserves
Called-up share capital represents the nominal value of shares that have been issued.
Share premium account includes any premiums received on the issue of share capital
less any transaction costs associated with the issuing of shares and any amounts
transferred to the special reserve. Included in the share issue expenses charged to the
Notes to the Financial Statements continued
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share premium account for the year is trail commissions of £385,000 (2025: £201,000).
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 2026 there were realised losses of £46,254,000 (2025: £34,122,000)
and £85,796,000 of unrealised, non-distributable, gains (2025: £64,220,000).
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, 22 December 2020, 24 October 2023 and 3 February 2026. Special reserve is a
distributable reserve that is subject to certain restrictions under the VCT rules.
The restricted distributable reserves become unrestricted on the following dates:
Date
Amount
£’000
1 April 2025 62,409
1 April 2026 32,778
1 April 2027 35,442
1 April 2028 44,263
1 April 2029 28,575
Net asset value per B Ordinary share is based on net assets at the year end and on
293,388,247 (2025: 252,554,529) B Ordinary shares, being the number of B Ordinary
shares in issue at the year end.
20. Net asset value per share
2026
Net asset values attributable
2025
Net asset values attributable
Net assets
(£’000)
Net assets
per share (p)
Net assets
(£’000)
Net assets
per share (p)
286,222 97.6 251,671 99.7
The net asset values per share at the year-end were as follows:
21. Reconciliation of profit before taxation to net cash outflow
from operating activities
2026
£’000
2025
£’000
Gain before taxation for the year 9,848 443
Net gain on investments (13,487) (3,354)
Decrease/(increase) in debtors (excluding share issue proceeds and short-term loans) 25 (176)
(Increase)/decrease in interest rolled up in fixed-income investments (1,017) 985
Increase in creditors and accruals (excluding share issue expenses, short-term loans,
fixed asset investment balances and funds held in respect of unallotted shares) 134 55
Net cash outflow from operating activities (4,497) (2,047)
22. 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 or in money market funds. 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 19 to 39.
19. Reserves (continued)
Notes to the Financial Statements continued
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The Company held the following categories of financial instruments at 31 March 2026:
2026 2025
Cost
£’000
Fair value
£’000
Cost
£’000
Fair value
£’000
Assets at fair value through profit or loss:
Equity investments
Most recent round 37,768 41,830 32,578 30,345
Multiples 90,624 176,255 81,854 148,308
Loan stock (including interest) 10,876 16,716 10,461 15,927
Assets measured at amortised cost:
Cash at bank 26,631 26,631 36,791 36,791
Current asset investments 30,000 30,000 30,000 30,000
Other debtors 264 264 289 289
Liabilities measured at amortised cost:
Creditors (5,474) (5,474) (9,989) (9,989)
190,689 286,222 181,984 251,671
2026 2025
+10% -10% +10% -10%
Equity investments
Most recent round (£’000) 3,635 (3,380) 2,010 (3,726)
Multiples (£’000) 20,527 (23,177) 16,187 (16,602)
Impact on carrying value (£’000) 24,162 (26,557) 18,197 (20,328)
Impact on NAV per share (pence) 8.24 (9.05) 7. 23 (8.08)
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 82% (2025: 77%) of net assets at the year-end.
All financial liabilities due within one year and 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 direct currency risk.
Credit risk
The Company has exposure to credit risk in respect of its loan stock investments, cash
at bank, current asset investments and other debtors. 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 and money market
funds 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 £75,045,000 (2025: £83,007,000). The Company has
banking relationships with Barclays Bank plc, Metro Bank plc, and Lloyds 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 10% change in the underlying valuation
inputs used to determine the fair 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
the amounts shown below.
A 10% sensitivity is considered to be an appropriate illustration given historical
volatility and market expectations of future performance.
22. Financial instruments (continued)
Notes to the Financial Statements continued
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22. Financial instruments (continued)
Financial assets £’000 %
Interest
rate
Weighted
average
interest rate
%
Fixed
term
years
Venture capital investments
Ordinary Shares 211,640 72.62 n/a n/a n/a
Money Market Funds 30,000 10.29 Floating 4.6 n/a
Bank Deposits 22,480 7.71 Floating 1.5 n/a
Loan Stock Interest 5,171 1.77 Fixed 9.0 n/a
Preference Shares 5,011 1.72 Fixed 12.0 n/a
Bank Deposits 4,112 1.41 Floating 0.8 n/a
Loan Stock 2,726 0.94 Fixed 9.0 2
Loan Stock 2,100 0.72 Fixed 8.0 2
Loan Stock 2,000 0.69 Fixed 8.0 4
Loan Stock 1,900 0.65 Fixed 8.0 1
Loan Stock 1,550 0.53 Fixed 8.0 3
Loan Stock Interest 1,313 0.45 Fixed n/a n/a
Loan Stock 600 0.21 Fixed 8.0 5
Loan Stock 500 0.17 Fixed 8.0 0
Loan Stock 290 0.10 Fixed 9.0 0
Bank Deposits 40 0.01 Fixed 0.0 n/a
291,432 100.00
Interest rate risk
The Company’s financial assets include loan stock, bank deposits, money market funds
and preference shares 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 2026, the Company’s financial assets by value, excluding short-term
debtors and creditors which are not exposed to interest rate risk, comprised:
Notes to the Financial Statements continued
It is estimated that, if the floating interest rate fell to 0%, pre-tax profit for the year
would fall by 16% (2025: 240%) 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.
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23. 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 over
VCTs, 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.
24. Geographical analysis
The operations of the Company are wholly in the United Kingdom.
25. Related parties
The Company retains Pembroke Investment Managers LLP (“PIM”) as its investment
manager.
During the year ended 31 March 2026, £5,392,000 (2025: £4,671,000) was payable to
PIM for the investment management services and £69,000 (2025: £67,000) was payable
to PIM for the accounting services, of which £419,000 (2025: £245,000) was owed to
PIM at the year-end. David Till, a non-executive Director of the Company, is a member
of PIM.
The remuneration and shareholdings of the Directors, who are key management
personnel of the Company, are disclosed in the Directors’ Remuneration Report on
page 72.
PIM may charge fees in line with industry practice to companies in which the Company
invests. These costs are borne by the investee company, not the Company.
As part of the offer for subscription of B Ordinary Shares of the Company launched on
9 September 2024 and 9 September 2025, during the year, PIM received £1.3 million
(2025: £1.1 million) in promoter’s fee. In line with respective prospectuses, PIM is
responsible for paying the costs of the offer out of this promoter fee, including
26. Events after the reporting period
Non‑adjusting events
Since the Company’s year end, the following transactions have taken place:
• The Company bought back 7,233,786 B Ordinary Shares at 91.37 pence and a total
cost of £6.6 million.
• 5,183,160 shares were allotted under the share offer on 2 April 2026 with net
proceeds of £5.2 million.
• 496,870 shares were allotted under the share offer on 10 April 2026 with net
proceeds of £0.5 million.
• 351,176 shares were allotted under the share offer on 30 April 2026 with net
proceeds of £0.4 million.
• 419,645 shares were allotted under the share offer on 29 May 2026 with net
proceeds of £0.4 million.
• The Company made a new investment of £1.5 million in Kaizan Limited.
• The Company made follow-on investments of £1.5 million in Ro&Zo, £0.8 million
in Smartr365, £0.3 million in Mindset AI, £0.2 million in My Expert Midwife and
£0.1 million in OnePlan.
• The Company disposed of its entire investment in KX Group Holding Limited for
consideration of £1.8 million, representing a 2.6x return on cost. The purchaser was
a member of, and has significant influence over, the Company’s Investment Manager
and is therefore considered a related party of the Company under FRS 102. In
addition, a Non-Executive Director of the Company is also a director of KX Group
Holding Limited but was not involved in the approval of the transaction. The
consideration was agreed upon between the parties based on a negotiated market
value based on multiples of earnings. The Directors consider that the transaction
was carried out on arm’s length terms. The amount of consideration from the
transaction is outstanding at the date of the approval of these financial statements.
Notes to the Financial Statements continued
distribution and marketing expenses. The £1.3 million above formed part of the
£2.7 million offer issue costs referenced elsewhere in these financial statements.
The remainder of this amount was paid to regulators, the London Stock Exchange,
professionals and financial advisers (for trail commissions and fees, as agreed between
them and their respective clients).
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Notice is hereby given that the thirteenth annual general meeting of Pembroke VCT plc will
be held at 12.00 noon on Wednesday, 16 September 2026 at 223-231 Old Marylebone Road,
London NW1 5QT 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 12 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 9 September 2026.
The Board also encourages those who are unable to attend in person to submit questions on
either the Company or the portfolio to the Board via email to agm@pembrokevct.com by
9 September 2026, 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 2026.
2. To receive and approve the Directors’ Remuneration Report for the year ended 31 March
2026.
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 determine the remuneration of the auditor.
5. To re-elect Elizabeth Flockhart as a Director of the Company.
6. To re-elect Neeta Patel 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 9 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 292,605 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.
Notice of Annual General Meeting
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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 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 2027 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.
By Order of the Board
Ben Harber FCG
Company Secretary
26 June 2026
Notice of Annual General Meeting continued
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Notes
Notice of Annual General Meeting
continued
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
14 September 2026.
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 Chair
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 12.00 noon on 14 September
2026 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 by accessing the ‘Vote Here’ button/link on the Company’s’ website:
www.pembrokevct.com/investors. 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 12.00 noon on 14 September 2026.
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Notes
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 online by accessing the ‘Vote Here’ button/link on the
Company’s’ website: www.pembrokevct.com/investors.
Whichever method is used, the revocation notice must be received by the Company no
later than 12.00 noon on 14 September 2026 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.
Notice of Annual General Meeting continued
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Corporate Information
Directors
(all non-executive)
Independent
Chris Allner
Jonathan Djanogly (Chair)
Elizabeth Flockhart
Neeta Patel
Mark Stokes
Louise Wolfson
All of the registered office
and principal place of business
223-231 Old Marylebone Road
London NW1 5QT
www.pembrokevct.com
Non-independent
David John Till
Company Secretary
Ben Harber FCG
Arch Law Limited
Huckletree Floor 2
8 Bishopsgate
London EC2N 4BQ
Investment Manager
Pembroke Investment Managers LLP
223-231 Old Marylebone Road
London NW1 5QT
Independent Auditor
BDO LLP
55 Baker Street
London W1U 7EU
Bankers
Barclays Bank plc
1 Churchill Place
London E14 5HP
Lloyds Bank plc
5th Floor, 33 Old Broad Street
London EC2N 1HZ
Registrar
The City Partnership (UK) Limited
The Mending Rooms
Park Valley Mills
Meltham Road
Huddersfield
HD4 7BH
Solicitors
Howard Kennedy LLP
1 London Bridge
London SE1 9BG
VCT Status Adviser
Philip Hare & Associates
6 Snow Hill
London EC1A 2AY
Reporting calendar
for year ending 31 March 2027
Results announced:
Interim – November 2026
Annual – June 2027
Designed by & inc.
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1st Floor, 223 231 Old Marylebone Road
London NW1 5QT
Incorporated in England and Wales
with registered number 08307631
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