Sure Ventures plc – Annual Report and Audited Financial Statements 2025

Sure Ventures plc

Annual Report and Audited Financial Statements

For the year ended 31 March 2025

Company Number: 10829500

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Sure Ventures plc – Annual Report and Audited Financial Statements 2025

Table of Contents

1 Investment Objective, Policy and Performance Summary ...... 1

2 Chairman’s Statement ............................................................. 3

3 Investment Manager’s Report ................................................. 7

Strategic Report ..................................................................... 12

Business Review .............................................................................................................. 13

Principal Risks and Uncertainties ...................................................................................... 15

Key Performance Indicators .............................................................................................. 17

Promoting the Success of the Company ........................................................................... 18

Directors’ Report .................................................................... 19

Board of Directors ............................................................................................................. 20

Statutory Information ........................................................................................................ 21

Corporate Governance Statement .................................................................................... 25

Report of the Audit Committee .......................................................................................... 32

Statement of Directors’ Responsibilities ............................................................................ 35

Directors’ Remuneration Report (Unaudited) .................................................................... 36

6 Independent Auditor’s Report ................................................ 39

Financial Statements ............................................................. 46

Income Statement ............................................................................................................ 47

Statement of Financial Position ........................................................................................ 48

Statement of Changes in Equity........................................................................................ 49

Statement of Cash Flows .................................................................................................. 50

Notes to the Financial Statements .................................................................................... 51

8 Alternative Performance Measures (APMs) .......................... 65

9 Glossary ................................................................................ 67

Shareholders’ Information ..................................................... 68

Directors, Portfolio Manager and Advisers ........................................................................ 69

Investment Policy .................................................................. 70

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1 Investment Objective,

Policy and Performance

Summary

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Sure Ventures plc – Annual Report and Audited Financial Statements 2025

Investment Objective

The investment objective of Sure Ventures plc (the “Company”) is to achieve capital growth for investors.

Investment Policy

The Company’s Investment Policy can be found at page 70 of this Annual Report.

Performance Summary

31 March 202

Number of ordinary shares in issue

7,948,130

7,051,600

Market capitalisation

Ordinary shares (in sterling)

6,796,446

5,182,926

Net asset value (“NAV”) attributable to ordinary

shareholders

- Ordinary shares £ 13,972,042 £5,819,730

NAV per share attributable to ordinary

shareholders

- Ordinary shares (in sterling) 175.79p 82.53p

Ordinary share price (bid price)

in sterling

85.51

73.50

Ordinary share price deficit to NAV

in sterling

(

51.36

(

10.94%

)

Investments held at fair value through profit and

loss £ 14,741,288 £6,236,446

Cash and cash equivalents

5,754

£65,209

Dividend History

There were no dividends paid during the year (2024 – None).

Listing Information

The Company’s shares are admitted to trading on the Specialist Fund Segment (SFS) of the London Stock Exchange.

The ISIN number for the GBP shares is GB00BYWYZ460, Ticker: SURE.

Website

The Company’s website address is http://www.sureventuresplc.com.

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2 Chairman’s Statement

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Chairman’s Statement

Dear Shareholders,

On behalf of my fellow Directors, I am pleased to present Sure Ventures plc's results for the year ended 31 March 2025.

FINANCIAL PERFORMANCE

For the year to 31 March 2025, the Company delivered a net asset value (NAV) total return per share of 113% (31 March

2024: -31.25%), a remarkable turnaround and a result that exceeds the Company’s expectations.

This performance was driven by two key exits from the Fund I portfolio (further described below):

 In July 2024 Infinite Reality acquired Landvault in an all-share transaction valued at US$450m. Fund I held

a 7.1% of Landvault delivering a c10x return on the original investment in Landvault. The valuation was

further supported by Infinite Reality’s US$3bn cash funding round from a private investor in January 2025,

and its reported valuation exceeded US$12bn by the year end.

 In March 2025 it was announced that Getvisibilty was acquired by Forcepoint in a cash transaction that

returned c4.5x of the total investment. This generated £1.54m in net proceeds upon completion of the sale

in April 2025.

These exits are clear validations of the Company’s investment strategy and demonstrate the AIFM’s ability to back early-

stage portfolio companies with strong growth potential. At the time of writing, the Company is exploring options to create

liquidity from the Infinite Reality holding.

Since its inception in 2017, the Company has created a balanced portfolio of early-stage technology companies in rapidly

evolving sectors of AI, AR/VR, IoT, and cybersecurity. With Fund I now in its realisation phase, these exits illustrate the

success of nurturing companies from seed stage to substantial value realisation. Other Fund I companies continue to

perform well and further exists are being pursued.

Fund II remains in the investment phase and progressing in line with expectations, building a portfolio that reflects strong

long-term potential.

MARKET CONTEXT

Despite persistent global geopolitical tensions, private and public market sentiment has strengthened. Markets have

approached record highs, and private market activity in Europe and the US has rebounded, with deal sizes and

fundraising both increasing over the past eighteen months, In the UK alone, VC investment rose by 12.5% to £9bn in

2024, while the US saw a 29% increase.

Investment in generative AI continues to dominate, making it an essential component of any diversified tech-focused

portfolio. Notable recent developments include:

 Meta’s landmark $14.8bn investment for a 49% stake in Scale AI, whose biggest clients Google, Microsoft and

OpenAI.

 OpenAI’s 2024 Series B US$6.6bn raise, followed by an additional US40bn in 2025, doubling its post-money

valuation to US$300bn.

These developments serve to highlight the strength of the sector and the relevance of the Company’s portfolio.

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PORTFOLIO UPDATE FUND I

The Company committed €7m in Sure Valley Ventures Sub-Fund of Suir Valley Fund ICAV (‘Fund I’) of which €6,8m has

been drawn down as at 31 March 2025. As previously mentioned, the Landvault and Getvisibility exits were the notable

highlights announced during the year.

Following the Getvisibilty sale, in April 2025 the Company repaid its outstanding loan facility, restoring its financial position

and providing a solid base of further investment activity. There have been no portfolio write-offs since Ambisense and

Warducks Limited were announced during the year ended 31 March 2024, and the AIFM continues to pursue exit

opportunities for the remaining nine active Fund I companies.

PORTFOLIO UPDATE FUND II

In March 2022, the Company committed £5m to the Sure Valley Ventures Enterprise Capital Fund (Fund II), an £85m

UK software technology fund. The fund focuses on AI, AR/VR, the Metaverse, IoT, and cybersecurity, with the British

Business Bank as a cornerstone investor. Fund II aims to invest in around 25+ software companies.

During the year the investment process of Fund II accelerated with the addition of a further eight investments. As at 31

March 2025, Fund II has now invested in eleven companies:

 Retinize - a Belfast-based creative tech company

 Jaid - a technology company offering AI-powered communication solutions

 Captur - a London-based enterprise AI platform for real-time image recognition

 Vortex IQ - offering AI powered agentic digital workforce for eCommerce merchants

 Ittybit - a Manchester-based AI media optimisation platform

 Phinxt Robotics - an AI robotics start-up

 Purple Transform - an Oxford-based infrastructure safety monitoring firm

 Stylus Education - an AI-powered marking and feedback platform for education

 Vizgard - a drone security company

 Inephany - an AI-driven optimisation software company

 Capably.AI - a platform enabling no-code automation of business processes.

A total of £1.15m has been invested in these eleven companies and the deal pipeline remains healthy, with plans for 4-

6 new investments this year.

COMMITMENTS AND FUNDING

The Company has approximately €250k remaining on its Fund I commitment. It also continues to meet staged

commitments to Fund II. These obligations are expected to be funded through existing cash reserves, liquid investments,

new subscriptions, and access to loans and equity subscription facilities.

DIVIDEND

The Company did not declare a dividend for the year ended 31 March 2025 (31 March 2024: £nil). The Company’s

strategy is focused on capital growth rather than income. Significant dividends or other income from its investments are

not expected. However, there maybe potential for one-off special dividends to be considered when circumstances and

liquidity events allow.

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GEARING

The Company may use gearing of up to 20% of NAV to enhance liquidity and manage capital efficiently. Primary gearing

includes bank borrowings and may also involve derivatives and other methods as determined by the Board. As of 31

March 2025, the Company had borrowings of £440,000 drawn from a £1,000,000 loan facility with Shard Merchant Capital

Limited. Post the year-end the loan was fully repaid, and the Company currently holds no outstanding liabilities.

CAPITAL RAISING

On 10 June 2024, the Company announced a placing of 275,862 ordinary shares on the Specialist Fund Segment of the

London Stock Exchange. A further placing of 315,790 ordinary shares was announced on 5 August 2024, followed by a

further issue of 304,878 Ordinary shares announced in January 2025.

As of 31 March 2025, the total shares in issue stood at 7,948,130. Notably all placements were priced at the prevailing

mid-market rate, underlining investor confidence despite the shares trading at a discount/(premium) to NAV.

OUTLOOK

After a 31% NAV decline in 2024, it is especially rewarding to report a 113% NAV gain this financial year and two

successful exits. These developments have strengthened the balance sheet and positioned the Company for further

investment and growth.

Investment in AI is expected to command around 40% of all Venture Capital funding in 2025, with a global annual

investment estimated to exceed US$100bn. AI remains the dominant force among investment themes. The Company is

well placed to capitalise on its early-mover advantage in this sector and benefit from the solid reputation of the AIFM in

building out the Fund II portfolio and extracting value from the remaining Fund I investments.

Despite ongoing geopolitical uncertainty and the potential for market volatility, the Company remains confident that its

high-tech AI-focused portfolio will deliver long-term value. The Company is working actively toward additional liquidity

events from Fund I, and subject to positive outcomes, it expects to consider a special dividend as a reward to

shareholders for their continued support and patience.

Perry Wilson,

Chairman

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3 Investment Manager’s

Report

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Investment Manager’s Report

THE COMPANY

Sure Ventures PLC (the “Company”) was established to enable investors to gain access to early-stage technology

companies in the four exciting and expansive market verticals of artificial intelligence (AI), augmented reality and virtual

reality (AR/VR), Cybersecurity and the Internet of Things (IoT).

The Company gains access to deal flow ordinarily reserved for venture capital funds and ultra-high net worth angel

investors, establishing a diversified software-centric portfolio with a clear strategy. Listing the fund on the London Stock

Exchange offers investors:

 Relative liquidity

 A quoted share price

 A high level of corporate governance

It is often too expensive, too risky and too labour-intensive for investors to build a portfolio of this nature themselves. We

are leveraging the diverse skillsets of an experienced management team who have the industry network to gain access

to quality deal flow, the expertise to complete extensive due diligence in target markets and the entrepreneurial skills to

help these companies to mature successfully. Those investing in the Company will get exposure to Sure Valley Ventures

which in turn makes direct investments in the above sectors in the UK & Ireland.

AI, AR/VR, IoT, and Cybersecurity Market Update 2025

Sure Ventures PLC faces an unique investment opportunity across four converging technology sectors valued at over

$1.2 trillion globally. While market conditions have created selective investor behaviour, the artificial intelligence

revolution is driving exceptional growth with AI companies capturing 37% of all venture capital funding in 2024. The

regulatory landscape is reshaping cybersecurity investments, enterprise adoption is accelerating IoT deployment, and

immersive technology markets are pivoting toward enterprise applications after consumer disappointments.

Artificial Intelligence (AI)

The artificial intelligence market has reached an inflection point, with global valuations jumping from $233.46 billion in

2024 to a projected $1.77 trillion by 2032 at a remarkable 29.2% CAGR. This growth is unprecedented in venture capital

history, with AI companies raising over $100 billion in 2024 alone—an 80% increase from 2023's $55.6 billion. The

sector's dominance is reshaping entire investment landscapes, as AI now represents 37% of total VC funding compared

to just 12% in 2019.

Enterprise adoption is driving this explosive growth, with 65% of organisations now regularly using generative AI, doubling

from 33% in 2023. The emergence of agentic AI represents the next evolution beyond chatbots, enabling autonomous

agents capable of complex multi-step tasks. Microsoft's enterprise agentic platform and Salesforce's Agentforce are

leading this transition, while breakthrough developments in multimodal capabilities and extended context windows are

expanding commercial applications.

Cybersecurity

The cybersecurity market presents a contrasting but equally compelling narrative, with global spending projected to reach

$212-215 billion in 2025 representing 15.1% growth. Unlike AI's venture-driven expansion, cybersecurity growth is

fundamentally regulatory-driven, with the EU AI Act implementation creating mandatory compliance deadlines throughout

2025-2027 and the UK Cybersecurity and Resilience Bill expected in 2025. Investment activity reflects this stability with

$9.5 billion raised across 304 funding rounds in 2024, marking a 9% increase despite broader market uncertainties.

Zero Trust architecture adoption is accelerating rapidly, with 70% of new remote access deployments expected to use

ZTNA by 2025, up from less than 10% in 2021. The convergence of AI and cybersecurity is creating new opportunities,

with AI-powered security solutions expected to reach $20.15 billion by 2028 as companies achieve 98% threat detection

accuracy versus 95% for traditional methods.

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Immersive Technology

The AR/VR market is experiencing a strategic pivot following consumer market disappointments, with the global market

valued at $59.8 billion in 2024 but projected to reach $200.9 billion by 2030 through enterprise adoption. Meta's continued

dominance with 74.6% market share in headset shipments masks underlying challenges, as 2025 YTD funding collapsed

94% to just $37.8 million across five rounds compared to 2024's $654 million.

However, enterprise training applications represent the bright spot, with the training market growing at 69% CAGR toward

$235.5 billion by 2032. Fortune 500 companies show 75% implementation rates for VR in operations, achieving 84%

engagement rates and 67% knowledge retention improvements over traditional training methods. This enterprise focus

is driving $4.1 billion in training application investments during 2024.

Internet of Things

The Internet of Things market faces a complex transition period, with enterprise spending experiencing its slowest growth

rate in over a decade at 10% in 2024 according to IoT Analytics. Despite this deceleration, the fundamental drivers remain

robust, with global IoT market projections ranging from $690 billion to $4.06 trillion by 2030-2032 depending on scope

definitions. The enterprise segment specifically is expected to reach $690 billion by 2030, driven by 18.8 billion connected

devices growing to 40 billion by decade's end.

Edge computing integration represents the sector's most promising opportunity, with the 5G edge computing market

expanding from $4.74 billion in 2024 to $51.57 billion by 2030 at a 47.8% CAGR. Industrial applications are leading

adoption, with manufacturing companies achieving 20-30% productivity gains through predictive maintenance powered

by AI-enabled IoT sensors. BMW's factories exemplify this trend, using AI-powered sensors for 8-hour early failure

prediction.

Conclusion

The convergence of AI, AR/VR, IoT, and cybersecurity represents a $1.2+ trillion investment opportunity through 2030,

driven by enterprise adoption, regulatory compliance, and technology integration trends. Success requires identifying

platform companies mastering multi-sector integration while leveraging geographic advantages in the UK-Ireland

technology corridor. The window for foundational investments is narrowing as market leaders consolidate capabilities

through strategic acquisitions, making cross-sector platform strategies essential for capturing exponential value creation

in the emerging technology landscape.

The benefit of investing in companies in these four key sectors at a Seed stage are that:

Sure Valley Ventures can invest in these companies at attractive valuations of between £2 to £10m and get up to 20%

of the company for initial investment amounts of between £0.75m to £1.5m.

 The investment sectors (AI, AR/VR, IoT, and Cybersecurity) have massive growth potential ahead of them which

creates a tailwind behind the companies that are creating these new markets.

 These sectors are also ones that have the potential of creating the next big European Companies and build on

Europe’s existing technology strengths.

 These companies have the potential to get to exponential growth and of achieving an IPO or being acquired by

one of the Silicon Valley giants who are all investing in these sectors.

 The Sure Valley Ventures Platform and Network can help fast-track the development of these companies across

the chasm to the Series A investment round, which in turn increases the potential for an outsized return and

also reduces the risk of the failure of a portfolio company.

In summary, Sure Ventures PLC continues to gain exposure to all these benefit through its participation in the Sure Valley

Ventures Funds, at what is a very exciting time to be investing in this space.

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PORTFOLIO BREAKDOWN

On 6 February 2018 the Company entered into a €4.5m commitment to Sure Valley Ventures (“Fund I”), the sole sub-

fund of Suir Valley Funds ICAV and its investment was equalised into Fund I at that date. On 31 August 2019 a further

€2.5m was committed to Fund I, taking the total investment in Sure Valley Ventures to €7m. The first drawdown was

made on 5 March 2018 and as at 31 March 2025, a total of €6,809,116 had been drawn down against this commitment.

On 25 February 2022, Sure Ventures PLC committed to invest £5m into the second fund of Sure Valley Ventures (“Fund

II”). Fund II completed the £85m close of UK software technology fund, which aims to increase the supply of equity

capital to high-potential, early-stage UK companies. The first drawdown was made on 23 February 2022 and as at 31

March 2025, a total of £1,156,170 had been drawn down against this commitment.

As detailed in the Statement of Position included in the following financial statements, these two Sure Valley Ventures

Fund investments alongside a residual listed holding represent the entire portfolio of Sure Ventures PLC as at 31 March

2025.

On 10 June 2024, the Company announced a placing of 275,862 ordinary shares, followed by a further issue of equity

to Mindflair PLC of 315,790 ordinary shares, announced on 5 August 2024 and a further issue of 304,878 in January

2025. The ordinary shares were admitted to trading on the Specialist Fund Segment of the London Stock Exchange on

13 June 2024, 8 August 2024 and 8 January 2025 respectively, under the existing ISIN: GB00BYWYZ460, taking the

total shares in admission as at 31 March 2025 to 7,948,130.

SURE VALLEY FUNDS ICAV

Suir Valley Funds ICAV (the ‘’ICAV’’) is a close-ended Irish collective asset-management vehicle with segregated liability

between sub-funds incorporated in Ireland pursuant to the Irish Collective Asset-management Vehicles Act 2015 and

constituted as an umbrella fund insofar as the share capital of the ICAV is divided into different series with each series

representing a portfolio of assets comprising a separate sub-fund.

The ICAV was registered on 18 October 2016 and authorised by the Central Bank of Ireland as a qualifying investor

alternative investment fund (“QIAIF”) on 10 January 2017. The initial sub-fund of the ICAV is Sure Valley Ventures, or

Fund I, which had an initial closing date of 1 March 2017. Fund I invests in a broad range of software companies with a

focus on companies in the AR/VR, AI and IoT sectors.

As at 31 March 2025 Fund I had commitments totaling €27m and had made seventeen direct investments into companies

spanning the AR/VR, AI and IoT sectors. One of these investments was sold in 2019, giving Fund I its first realised gain

on exit of around 5X return on investment.

In March 2018, Immersive VR Education Limited, Fund I’s first investment, completed a flotation on the London Stock

Exchange (AIM) and the Dublin Stock Exchange (ESM). In July 2020, following an improvement in share price, Fund I

decided to sell sufficient shares to recover its initial investment. This resulted in a realised gain of €73k being payable to

Sure Ventures PLC, along with its share of the initial investment, and some Escrow funds from the aforementioned exit.

The final Escrow payment from the sale was settled in July 2021, seeing another €151k flowing to the PLC. The Fund

also exited its investment in Smarttech 247 PLC for a 1.07X return on capital in April 2024, this was retained by the Fund

to cover operational costs and reduce the capital calls made in the year, of which there were only two.

In March 2025, SVV Fund I agreed the sale of Visibility Blockchain Limited (t/a Getvisibility) to Forecepoint, a US-based

global leader in data and cloud security. The Fund received €10.55m from this sale, which represented a 4.4X cash

multiple. Post year end, the cash was received by the Fund and a distribution of €1.77m was made to Sure Ventures Plc.

Total distributions from Fund I to the PLC as at 31 March 2025 were €1,759,630 (with a further €1,769,951 being paid in

April 2025 taking the total to €3,529,581).

SURE VALLEY VENTURES ENTERPRISE CAPITAL FUND

Sure Valley Ventures Enterprise Capital Fund is a closed-ended UK based GP/LP Fund which completed its first close

on 1st March 2022. The total commitments for this first close were £85m, with potential for a further £10m to be raised

in a secondary close. The British Business Bank are the cornerstone investor of this Fund, committing £50m of the initial

£85m, with Sure Ventures PLC committing a total of £5m.

Fund II has a similar investment strategy to the first Fund, being a seed capital investor in high growth software companies

that are focused on bringing a disruptive innovation to market. It plans to invest into 25 software companies from across

the UK through its new fund. As well as being based in London, Dublin, and Cambridge, the Sure Valley team has

recently opened an office in Manchester to help access deals in the significant and exciting innovation clusters that have

developed around creative technologies in the North of England and in AI opportunities in cities such as Manchester,

Leeds, Sheffield and Newcastle.

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As at 31 March 2025 the Fund had drawn down a total of £19.07m and has made eleven investments. In the year to 31

March 2025, the Fund has invested £650k into a London based company called Ittybit in June 24; £750k into a London

based company called Vortex IQ in June 24; £1m into a Manchester based company called Phinxt Robotics in July 24;

£500k into a London based company called Stylus Education in August 24; £1.5m into an Oxford based company called

Purple Transform in August 24; £1m into London based Vizgard, with the first 50% funded in December 24; £520k into

London based Inephany Limited in February 25; and finally, £400k into London based Capably AI in March 25. The total

invested capital to date for Sure Ventures PLC was £1,156,170.

PERFORMANCE

In the year to 31 March 2025 the Company returned a net asset value of £1.76/unit, representing a 113% increase from

the audited March-24 NAV of £0.83. The NAV increase is largely a result of the Fund I performance, whereby one of the

portfolio companies agreed a share-for-share sale to a large US acquirer at a $450m valuation. This represents a more

than 10X return on the investment and, and the company is currently exploring options to provide some liquidity from this

position over the coming months. The increase in valuation from the Getvisibility sale, which was signed in March 25 and

completed in April 25, was the other main contributing factor to this increase.

The investment in Sure Valley Venture Enterprise Capital Fund has returned a NAV of £0.71 (2024: £0.68). This

performance is considered in line with expectation as the Fund continues to build out the portfolio and would be unlikely

to see any immediate gains given the infancy of the Fund.

Given the lack of revenue to support the ongoing operational costs of the PLC, the recent exit and subsequent distribution

from SVV Fund I has provided a welcome increase in liquidity to the PLC. Further unrealised gains in the two Sure Valley

Funds are key to maintaining a steady NAV, until the point that there are more exits and returns of capital, which we

hope to see in the near future.

FUTURE INVESTMENT OUTLOOK

Fund I has achieved two very positive realised gains, recovered its full investment in two listed portfolio companies, as

well as seeing number a of unrealised gains across the portfolio. The portfolio of current investments is continuing to

mature, with most companies having now completed series A funding rounds, which provided the previous NAV growth

that was set out to achieve from inception. The focus continues to be on finding exit opportunities as we look to realise

some further gains across the portfolio. As the investment period of this Fund has now closed, there are no more new

investments to be made, with all remaining capital being allocated to follow-on funding of existing investments, as these

companies continue to grow and provide the Fund with opportunities to exit.

In addition to this, having more exposure to the UK market for early-stage high growth software companies through the

commitment into the Sure Valley Ventures Enterprise Capital Fund will yield exciting opportunities as the Fund continues

to deploy capital across the landscape with a view to generating significant returns for investors throughout its lifecycle.

The last twelve months have been extremely active for this Fund, with eight additional companies added to the portfolio.

We remain confident in the future outlook of the Company for the following financial year, particularly with the recent

significant liquidity event coupled with the exciting pipeline of deals that can been seen from the new Enterprise Capital

Fund and the increasing maturity of the first Sure Valley Ventures Fund portfolio. Whilst the Funds provide great exposure

to a wealth of expertise and a larger suite of portfolio companies, we also reserve the right to make further direct

investments provided there is sufficient working capital to do so.

Shard Capital AIFM LLP

Investment Manager

6 June 2025

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4 Strategic Report

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Business Review

The strategic report on pages 12 to 18 has been prepared to help shareholders assess how the Company operates and

how it has performed. The strategic report has been prepared in accordance with the requirements of Section 414 A-D

of the Companies Act 2006 (the “Act”) and best practice. The business review section of the strategic report discloses

the Company’s risks and uncertainties as identified by the board, the key performance indicators used by the board to

measure the Company’s performance, the strategies used to implement the Company’s objectives, the Company’s

environmental, social and ethical policy and the Company’s future developments.

PRINCIPAL ACTIVITY

The Company carries on business as an investment trust and its principal activity is to invest in companies in accordance

with the Company’s investment policy with a view to achieving its investment objective.

INVESTMENT POLICY

The Company’s Investment Policy can be found at page 70 of this Annual Report.

FUTURE DEVELOPMENTS

While the future performance of the Company is dependent, to a large degree, on the performance of Sure Valley

Ventures and Sure Valley Ventures Enterprise Capital LP (the “Funds”) which, in turn, is subject to many external factors,

the board’s intention is that the Company will continue to pursue its stated investment objective as outlined on page 2.

The Company’s future developments and outlook are discussed in more detail in the Chairman’s Statement on pages 3

to 6 and the Investment Manager’s Report on pages 7 to 11.

PREMIUM/DISCOUNT MANAGEMENT

The board closely monitors the premium or discount at which the Company’s ordinary shares trade in relation to the

Company’s underlying net asset value and takes action accordingly. Throughout the period under review the Company’s

ordinary shares traded at discount/(premium) to its underlying net asset value. The board is of the view that an increase

of the Company’s ordinary shares in issue provides benefits to shareholders, including a reduction in the Company’s

administrative expenses on a per share basis and increased liquidity in the Company’s shares.

Whilst the board believes that it is in the shareholders’ best interests to prevent the Company’s shares trading at a

discount to net asset value as shareholders will be unable to realise the full value of their investments, the current trend

is for listed investment trusts to trade at a discount to net asset value. Notwithstanding this current discount to net asset

value, the Company may from time to time acquire its own shares, should there be sufficient liquidity to do so.

CORPORATE AND OPERATIONAL STRUCTURE

Operational and portfolio management

The Company has outsourced its operations and portfolio management to various service providers as detailed below:



Shard Capital AIFM LLP is appointed as the Company’s manager (the “Manager” or “Investment Manager”) and

Alternative Investment Fund Manager (“AIFM”) for the purposes of the Alternative Investment Fund Managers

Directive (“AIFMD”);



Apex Fund Services (Ireland) Limited is appointed to act as the Company’s administrator;



Apex Secretaries LLP is appointed as the Company’s secretary;



INDOS Financial Limited is appointed as the Company’s depositary;



Computershare Investor Services plc is appointed as the Company’s registrar;



Shard Capital Partners LLP is appointed to act as the Company’s placing agent; and



PKF Littlejohn LLP is appointed to act as the Company’s independent statutory auditor.

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Alternative Investment Fund Managers Directive

In accordance with the AIFMD, the Company has appointed Shard Capital AIFM LLP to act as the Company’s AIFM for

the purposes of the AIFMD. The AIFM ensures that the Company’s assets are valued appropriately in accordance with

the relevant regulations and guidance. In addition, the Company has appointed INDOS Financial Limited as depositary,

to provide depositary services to the Company as required by the AIFMD.

Donations

The Company made no political or charitable donations during the year under review to organisations either within or

outside the EU (2024: none).

Environment, human rights, employee, social and community issues

The Company is required by law to provide details of environmental matters (including impact of the Company’s business

on the environment), employee, human rights, social and community issues (including information about any policies it

has in relation to these matters and the effectiveness of those policies). The Company does not have any employees

and the board comprises non-executive directors. As an investment trust, its activities do not have a direct impact on the

environment. The Company aims to minimise any detrimental effect that its actions may have by adhering to applicable

social legislation, and as a result does not maintain specific policies in relation to these matters.

The Company has no operations and therefore no greenhouse gas emissions to report nor does it have responsibility for

any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors’ Report)

Regulations 2013, including those within its underlying investment portfolio. However, the Company believes that high

standards of corporate social responsibility such as the recycling of paper waste will support its strategy and make good

business sense.

In carrying out its investment activities and in relationships with suppliers, the Company aims to conduct itself responsibly,

ethically and fairly.

Modern slavery

Due to the nature of the Company’s business, the board does not consider the Company to be directly within the scope

of modern slavery regulations. The board considers the Company’s supply chains, being with professional service

providers within the UK or the EU to be low risk in relation to this matter.

Anti-bribery and corruption

It is the Company’s policy to conduct its business in an ethical manner. The Company takes a zero tolerance approach

to bribery and corruption and is committed to acting professionally, fairly and with integrity in its business dealings.

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Principal Risks and Uncertainties

The board has carried out a robust assessment of its risks and controls as detailed below. The day-to-day risk

management functions of the Company have been delegated to Shard Capital AIFM LLP (the “Manager”), which reports

to the board.

OPERATIONAL RISKS

Third party service providers

The Company has no employees and the directors have all been appointed on a non-executive basis. Whilst the

Company has taken all reasonable steps to establish and maintain adequate procedures, systems and controls to enable

it to comply with its obligations, the Company is reliant upon the performance of third-party service providers for its

executive function. In particular, the Manager, Depositary, Administrator and Registrar amongst others, will be performing

services which are integral to the day-to-day operation, including IT, of the Company.

The termination of service provision by any service provider, or failure by any service provider to carry out its obligations

to the Company, or to carry out its obligations to the Company in accordance with the terms of its appointment, could

have a material adverse effect on the Company’s operations and its ability to meet its investment objective.

Mitigation

Day-to-day oversight of third-party service providers is exercised by the Manager and reported to the board on a quarterly

basis. As appropriate to the function being undertaken, each of the service providers is subject to regular performance

and compliance monitoring. The performance of the Manager in its duties to the Company is subject to ongoing review

by the board on a quarterly basis as well as formal annual review by the Company’s management engagement

committee.

The appointment of each service provider is governed by agreements which contain the ability to terminate each of these

counterparties with limited notice should they continually or materially breach any of their obligations to the Company.

Reliance on key individuals

The Company will rely on key individuals at the Manager to identify and select investment opportunities and to manage

the day-to-day affairs of the Company. There can be no assurance as to the continued service of these key individuals

at the Manager. The departure of key individuals from the Manager without adequate replacement may have a material

adverse effect on the Company’s business prospects and results of operations. Accordingly, the ability of the Company

to achieve its investment objective depends heavily on the experience of the Manager’s team, and more generally on the

ability of the Manager to attract and retain suitable staff.

Mitigation

The interests of the Manager are closely aligned with the performance of the Company through the management and

performance fee structures in place and direct investment by certain key individuals of the Manager. Furthermore,

investment decisions are made by a team of professionals, mitigating the impact loss of any single key professional

within the Manager’s organisation. The performance of the Manager in its duties to the Company is subject to ongoing

review by the board as well as formal annual review by the management engagement committee.

Fluctuations in the market price of issue shares

The market price of the issued shares may fluctuate widely in response to different factors and there can be no assurance

that the issued shares will be repurchased by the Company even if they trade materially below their net asset value.

Similarly, the shares may trade at a premium to net asset value whereby the shares can trade on the open market at a

price that is higher than the value of the underlying assets. There can be no assurance, express or implied, that

shareholders will receive back the amount of their investment in the issued shares.

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Mitigation

The Manager and the board closely monitor the level of discount or premium at which the shares trade on the open

market. Subject to shareholders’ approval, and compliance with the relevant companies legislation, the Company may

purchase the shares in the market with the intention of enhancing the net asset value per ordinary share, however there

can be no assurance that any purchases will take place or that any purchases will have the effect of narrowing any

discount to net asset value at which the ordinary shares may trade. When the shares trade at a premium the Company

may issue shares to reduce the premium at which shares trade. As at 31 March 2025, the shares were trading at a

discount to net asset value.

INVESTMENTS

Achievement of the investment objective

There can be no assurance that the Manager will continue to be successful in implementing the Company’s investment

objective.

Mitigation

The Company’s investment decisions are delegated to the Manager. Performance of the Company against its investment

objectives is closely monitored on an ongoing basis by the Manager and the board and is reviewed in detail at each

board meeting. Any action required to mitigate underperformance is taken as deemed appropriate by the Manager.

Borrowing

The Company may use borrowings in connection with its investment activities including, where the Manager believes

that it is in the interests of shareholders to do so, for the purposes of seeking to enhance investment returns. Such

borrowings may subject the Company to interest rate risk and additional losses if the value of its investments falls. Whilst

the use of borrowings should enhance the net asset value of the issued shares when the value of the Company’s

underlying assets is rising, it will have the opposite effect where the underlying asset value is falling. In addition, in the

event that the Company’s income falls for whatever reason, the use of borrowings will increase the impact of such a fall

on the Company’s return and accordingly will have an adverse effect on the Company’s ability to pay dividends to

shareholders.

Mitigation

The Manager and the board closely monitor the level of gearing of the Company. The Company has a maximum limitation

on borrowings of 20% of net asset value (calculated at the time of borrowing) which the Manager may affect at its

discretion. During the year ended 31 March 2019, the Company entered into a loan facility agreement of £1,000,000 with

Shard Merchant Capital Limited. For years ended 31 March 2025 and 2024, the Company drew down £40,000 and

£255,000, respectively, on this loan facility agreement (see note 11 for further details). The Company repaid £440,00

principal and £65,096 interest on 14 April 2025 and 10 June 2025 respectively.

Liquidity of investments

The Company expects to have a material level of exposure to unquoted companies that are aligned with the Company’s

strategy and that present opportunities to enhance the Company’s return on its investments. Such investments, by their

nature, involve a higher degree of valuation and performance uncertainties and liquidity risks than investments in listed

and quoted securities and they may be more difficult to realise. The illiquidity of such investments may make it difficult

for the Company to sell them if the need arises and may result in the Company realising significantly less than the value

at which it had previously recorded such investments. Investments in unlisted equity securities, by their nature, involve a

higher degree of valuation and performance uncertainties and liquidity risks than investments in listed securities and

therefore may be more difficult to realise.

Mitigation

The Company has established investment restrictions on the extent to which it can invest up to 15% of net asset value

in a single investment. However, this restriction does not apply to investments in the Fund or any further Funds or

collective investment vehicles managed by third parties. Compliance with these restrictions is monitored by the Manager

and by the board on an ongoing basis.

REGULATIONS

Tax

Any changes in the Company’s tax status or in taxation legislation could affect the value of investments held by the

Company, affect the Company’s ability to provide returns to shareholders and affect the tax treatment for shareholders

of their investments in the Company.

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Mitigation

The Company intends at all times to conduct its affairs so as to enable it to qualify as an investment trust for the purposes

of Chapter 4 of Part 24 of the Corporation Tax Act 2010. Both the board and the Manager are aware of the requirements

which are to be fulfilled in any accounting period for the Company to maintain its investment trust status. Adherence to

the conditions required to satisfy the investment trust criteria are monitored by the compliance function of the Manager

and reviewed by the board on a regular basis.

Breach of applicable legislative obligations

The Company and its third-party service providers are subject to various legislation and regulations, including, but not

limited to The Data Protection Act 2018 and the General Data Protection Regulation. Any breach of applicable legislative

obligations could have a negative impact on the Company and impact returns to shareholders.

Mitigation

The Company engages only with third party service providers which hold the appropriate regulatory approvals for the

function they are to perform, and can demonstrate that they can adhere to the regulatory standards required of them.

Each appointment is governed by agreements which contain the ability to terminate each of these counterparties with

limited notice should they continually or materially breach any of their legislative obligations, or their obligations to the

Company more broadly. Additionally, each of the counterparties is subject to regular performance and compliance

monitoring by the Manager, as appropriate to their function, to ensure that they are acting in accordance with applicable

regulations and are aware of any upcoming regulatory changes which may affect the Company. Performance of third

party service providers is reported to the board on a quarterly basis, whilst the performance of the Manager in its duties

to the Company is subject to ongoing review by the board on a quarterly basis as well as formal annual review by the

management engagement committee.

KEY PERFORMANCE INDICATORS

The board monitors success in implementing the Company’s strategy against a range of key performance indicators

(“KPIs”), which are viewed as significant measures of success over the longer term. Although performance relative to the

KPIs is also monitored over shorter periods, it is success over the long-term that is viewed as more important, given the

inherent volatility of short-term investment returns. The principal KPIs are set out below:

KPI Performance

Year ended

31 March 2025

Year ended

31 March 2024

Movement in net asset value per ordinary share Increased by 113% Decreased by 31.12%

Premium/discount (after deducting borrowings at fair value) Traded at a discount of

51.36% at the year end

Traded at a discount of

10.94% at the year end

Movement in the share price Increased by 16.34% Decreased by 22.63%

The Company does not currently follow any benchmark. Similarly, the Funds does not follow any benchmark. Accordingly,

the portfolio of investments held by the Company and the Funds will not mirror the stocks and weightings that constitute

any particular index or indices, which may lead to the Company’s shares failing to follow either the direction or extent of

any moves in the financial markets generally (which may or may not be to the advantage of shareholders).

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PROMOTING THE SUCCESS OF THE COMPANY

Under Section 172 of the Companies Act 2006, the board has a duty to promote the long-term success of the Company

for the benefit of its shareholders as a whole and, in doing so, have regard to the likely consequences of its decisions in

the long-term upon the Company’s other stakeholders and the environment.

The Company’s objective is to achieve capital growth for investors through exposure to early stage technology

companies, with a focus on software-centric businesses in its chosen target markets.

The board believes that the values of integrity, accountability and transparency form the basis of the Company’s corporate

culture and promote good standards of governance.

The board has identified the Company’s main stakeholders to be its shareholders, Investment Manager and other key

service providers. The board seeks to understand the priorities of its stakeholders and engages with them through the

communication and governance processes that it has put in place.

Shareholders

The board believes that transparent communication with shareholders is important. In addition to the Annual Report and

the half-yearly report, the Company publishes quarterly portfolio updates which are available on the Company’s website

together with other information that the board believes shareholders will find useful. The board welcomes feedback from

shareholders and the Investment Manager provides such feedback to the board on a regular basis.

During the year, the Company issued 896,530 new ordinary shares in response to investor demand. The board believes

that share issues are in the interests of shareholders as a whole as they provide additional finance for investment

opportunities, enable the Company’s fixed costs to be spread over a wider base and provide a source of liquidity in the

Company’s shares.

Investment Manager

The Investment Manager has a fundamental role in promoting the long-term success of the Company. The board

regularly reviews the performance of the investment portfolio at quarterly board meetings and performs a formal annual

evaluation of the performance of the Investment Manager. This contact enables constructive regular dialogue between

the Investment Manager and the board.

Other key service providers

The board believes that strong relationships with its other key service providers (Company Secretary, Administrator,

Depositary and Registrar) are also important for the long-term success of the Company. There is regular contact between

the board and the Company’s other key service providers. The board performs an annual review of the services provided

by the Company Secretary, Administrator, Depositary and Registrar to ensure that these are in line with the Company’s

requirements.

Environmental, Social and Governance (“ESG”)

The board and the Investment Manager recognise the importance of the impact of the Company’s decisions and ESG

factors are integrated in the investment process.

APPROVAL

The strategic report was approved by the board of directors on 15 July 2025 and signed on its behalf by:

Perry Wilson

Chairman

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5 Directors’ Report

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Board of Directors

PERRY WILSON

Chairman of the board and the management engagement committee and a member of the audit committee.

Perry Wilson (Chairman) (independent)

Perry Wilson is a financial services professional with over 25 years’ experience in investment banking and fund

management, responsible for running portfolio risk positions in global markets. He started his career in accountancy

before joining the asset trading group at Lazard in 1987, focusing on illiquid credit and structured products and going on

to become a director of the bank.

In 2003, Mr. Wilson joined Argo Capital as executive director, an AIM listed alternative investment fund management firm

and was part of a small team of portfolio managers that oversaw the group’s fiftyfold AUM growth to USD 1.3bn at its

height. After leaving Argo in 2010, Mr. Wilson joined Integra Capital to implement a liquid credit strategy before setting

up a fixed income sales and trading operation for a Central Asian investment bank, Visor Capital in 2013.

Since 2015, Mr. Wilson has been on the board of a number of UK and offshore financial services firms and investment

funds, as independent non-executive director, and also acted as chair of trustees for a UK pension plan, providing

corporate governance and oversight utilising his extensive financial markets background and experience.

ST. JOHN AGNEW

St. John Agnew

St. John trained as a solicitor and was an in-house Commercial and Banking Counsel for TSB Bank. His responsibilities

included drafting and negotiating legal documentation in relation to all bank lending and commercial arrangements. This

included many types of commercial contracts and involved a close working relationship with the technology team who

required advice on a steady flow of technology contracts.

St. John became an Investment Manager in 2000 and set up a fund in the Cayman Islands in 2004 based on Technical

Analysis which he successfully operated and closed in late 2007. St. John continues to advise on investment and is

currently an Investment Manager registered with Credo Capital with his own private clients.

St. John has also served as Trustee on a Pension fund for a Charity and, using his legal and investment knowledge, he

helped to restructure the board to allow it to recognise and meet its extensive ongoing Pension obligations. He is also

currently a non-executive director of a food company, The Big Prawn Company, where he uses his knowledge and

experience to help guide this company.

GARETH BURCHELL

Gareth Burchell

Gareth Burchell began his career in the insurance industry and spent three years at RBS Insurance prior to beginning

his career in investment advice and management. Mr. Burchell is currently Head of Shard Capital Stockbrokers and

chairs an investment committee that specialises in providing funding for both listed and unlisted small companies. Mr.

Burchell has had a focus on the small cap arena for 15 years and he and his team have provided £100m+ of funding to

300+ companies. He has an in-depth knowledge of the UK listing process of various small cap exchanges.

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Statutory Information

BOARD MEMBERS, AND DIRECTORS’ AND OFFICERS’ INSURANCE

The names and biographical details of the board members who served on the board as at the year end can be found on

page 20.

During the year under review, the Company’s directors’ and officers’ liability insurance for its directors and officers as

permitted by section 233 of the Companies Act 2006 was covered and maintained by the Manager.

STATUS OF THE COMPANY

The Company is an investment company within the meaning of section 833 of the Companies Act 2006.

The Company operates as an investment trust in accordance with Chapter 4 of Part 24 of the Corporation Tax Act 2010

and the Investment Trust (Approved Company) (Tax) Regulations 2011. The Company has obtained its initial approval

as an investment trust from HM Revenue & Customs. In the opinion of the directors, the Company has conducted its

affairs since its initial approval as an investment trust in order that it is able to maintain its status as an investment trust.

The Company is an externally managed closed-ended investment company with an unlimited life and has no employees.

INTERNAL CONTROLS AND RISK MANAGEMENT

Details of the Company’s principal risks and uncertainties can be found in the strategic report on pages 12 to 18 inclusive

of details of the Company’s internal controls. Details of the Company’s application of hedging arrangements, if any, are

set out on page 72 of the investment policy section of these financial statements.

SHARE CAPITAL – VOTING AND DIVIDEND

As at 31 March 2025, the Company had 7,948,130 (2024: 7,051,600) ordinary shares in issue. There are no other classes

of shares in issue and no shares are held in treasury.

The maximum number of shares which can be admitted to trading on the London Stock Exchange (“LSE”) without the

publication of a prospectus is 20% of the ordinary shares in issue on a rolling 12 month basis at the time of admission of

the shares.

During the year under review a total of 896,530 (2024: 405,128) ordinary shares were issued as detailed below:

Date

Shares issued Price paid per share

(pence, sterling)

Discount/(Premium) to

NAV (%)

(1)

June 2024

275,862 72.5 24.3

August 2024

315,790 95.0 (15.1)

January 2025

304,878 82.0 41.0

(1) Last published NAV at time of issue.

As at 31 March 2025, there were 7,948,130 ordinary shares of 1p in issue.

The ordinary shares carry the right to receive dividends and have one voting right per ordinary share. There are no shares

which carry specific rights with regard to the control of the Company. The shares are freely transferable. There are no

restrictions or agreements between shareholders on the voting rights of any of the ordinary shares or the transfer of

shares.

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The Company has been incorporated with an unlimited life.

On a winding-up or a return of capital by the Company, the ordinary shareholders are entitled to the capital of the

Company.

No final dividend is being recommended. The Company’s policy is to pay dividends, if any, on an annual basis, as set

out in the Company’s prospectus dated 17 November 2017 and the supplementary prospectus dated 2 January 2018

(the “Prospectus”). There were no dividends paid in respect of the year ended 31 March 2025 (2024 – None).

The Company will pay out such dividends as are required for it to maintain its investment trust status.

SUBSTANTIAL SHARE INTERESTS

The Company has received the following notification in accordance with the Disclosure and Transparency Rule 5.1.2R

of an interest in the voting rights attaching to the Company’s issued share capital.

As at 31 March 2025, Mindflair plc holds 1,816,790 ordinary shares in the Company, representing 22.86% of the

Company's ordinary shares in issue at 31 March 2025.

INDEPENDENT AUDITOR

The Company’s independent statutory auditor, PKF Littlejohn LLP (“PKF”), was appointed by the members on 16 April

2018 and has expressed its willingness to continue to act as the Company’s independent statutory auditor for the

forthcoming financial year. The audit committee has carefully considered the independent auditor’s appointment, as

required in accordance with its terms of reference, and, having regard to its effectiveness and the services it has provided

to the Company during the year under review, has recommended to the board that the independent auditor be appointed

at the forthcoming Annual General Meeting (“AGM”). At the AGM resolutions will be proposed for the appointment of the

independent auditor and to authorise the directors to agree its remuneration for the forthcoming financial year. In reaching

its decision, the audit committee considered the points detailed on pages 32 to 34 of the audit committee’s report.

AUDIT INFORMATION

As required by section 418 of the Companies Act 2006, the directors who held office at the date of this report each confirm

that, so far as they are aware, there is no relevant audit information of which the Company’s independent statutory auditor

is unaware and each director has taken all the steps required of a director to make themselves aware of any relevant

audit information and to establish that the Company’s independent statutory auditor is aware of that information.

ARTICLES OF ASSOCIATION

Any amendments to the Company’s articles of association must be made by special resolution.

GOING CONCERN

The directors have reviewed the financial projections of the Company from the date of this report, which shows that the

Company will be able to generate sufficient cash flows in order to meet its liabilities as they fall due. Accordingly, the

directors are satisfied that the going concern basis remains appropriate for the preparation of the financial statements.

The Company also has detailed policies and processes for managing the risks, set out in the investment policy on pages

70 to 72.

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VIABILITY STATEMENT

In accordance with the revised Association of Investment Companies Code of Corporate Governance published in

February 2019 and revised UK Corporate Governance Code, published by the Financial Reporting Council in July 2018,

the directors have assessed the prospects of the Company over a three-year period ending 31 March 2028. The board

believes this period to be appropriate taking into account the current trading position and the potential impact of the

principal risks that could affect the viability of the Company. As at 31 March 2025, the Company’s cash less liabilities

amounted to (£772,846) which may pose a potential risk to the viability of the Company. On 11 April 2025 there was a

distribution received from Sure Valley Ventures ICAV amounting to £1,769,809. The Company repaid £440,00 Principal

and £65,096 interest on 14 April 2025 and 10 June 2025 respectively.

Analysis to assess viability has focused on the risks in delivery of the growth of the business and a series of projections

have been considered changing funding levels and the performance of the assets acquired.

The analysis demonstrates that, the Company would be able to withstand the impact of the risks identified. Based on the

robust assessment of the principal risks, prospects and viability of the Company, the board confirms that they have

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

the three-year period ending 31 March 2028.

MANAGEMENT AND ADMINISTRATION

Company Secretary

Apex Secretaries LLP (the “Company Secretary”) is the company secretary of the Company.

Administrator

Apex Fund Services (Ireland) Limited (the “Administrator”), is the administrator of the Company. The Administrator

provides the day-to-day administration of the Company. The Administrator is also responsible for the Company’s general

administrative functions, such as the calculation of the NAV and maintenance of the Company’s accounting records.

Under the terms of the administration agreement, the Administrator is entitled to an annual administration fee equal to

the greater of: (i) €28,000 per annum; and (ii) an amount equal to 0.08% of the portion of NAV up to and including €100

million, 0.06% of the portion of NAV between €100 million and €200 million and 0.05% of the portion of NAV above €200

million (exclusive of VAT and out-of-pocket expenses). The Administrator is also entitled to reimbursement of all

reasonable out-of-pocket expenses incurred by it in connection with the performance of its duties. The administration

agreement can be terminated by either party by providing 90 days’ written notice.

Manager

Shard Capital AIFM LLP (the “Manager”), a UK-based company authorised and regulated by the Financial Conduct

Authority, is the Company’s manager and alternative investment fund manager (the “AIFM”) for the purposes of the

Alternative Investment Fund Managers Directive (“AIFMD”). The Manager is responsible for the discretionary

management of the Company’s assets and ensures that these are valued appropriately in accordance with the relevant

regulations and guidance.

Under the terms of the management agreement, the Manager is entitled to a management fee and a performance fee

together with reimbursement of reasonable expenses incurred by it in the performance of its duties. From the period from

first admission, the management fee payable was based on 1.25% of the NAV. The Manager is also entitled to receive

a performance fee equal to 15% of any excess returns over a high watermark, subject to achieving a hurdle rate of 8%

in respect of each performance period. Further details on the management fee and the performance fee can be found in

note 4 to the financial statements. The management agreement can be terminated by either party providing 12 months’

written notice.

Depositary

The Company’s depositary is INDOS Financial Limited (the “Depositary”), a company authorised and regulated by the

Financial Conduct Authority. Under the terms of the depositary services agreement the Depositary is entitled to a monthly

depositary fee equal to the greater of: (i) £2,000 and £2,917 per month (depending on the activity of the Company); and

(ii) an amount equal to 1/12 of 0.03% of NAV (exclusive of VAT and out-of-pocket expenses). The depositary services

agreement can be terminated by either party by providing 90 days’ written notice.

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CHANGE OF CONTROL

There are no agreements which the Company is party to that might be affected by a change of control of the Company.

SUBSEQUENT EVENTS

On 11 April 2025 Sure Ventures Plc received it’s share of the Getvisibility sale proceeds, amounting to EUR 1.8m

(£1,769,809), from Sure Valley Ventures Fund I. Shortly after receipt of funds, Sure Ventures Plc repaid the principal

element of its loan from Shard Merchant Capital Limited in full. The Company repaid £440,00 Principal and £65,096

interest on 14 April 2025 and 10 June 2025 respectively.

No other significant events occurred subsequent to the year end.

FUTURE DEVELOPMENTS

Indications of likely future developments in the business of the Company are set out in the strategic report on pages 12

to 18.

By order of the board

Apex Secretaries LLP

Company Secretary

Date: 15 July 2025

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Corporate Governance Statement

The corporate governance statement explains how the board has sought to protect shareholders’ interests by protecting

and enhancing shareholder value. The directors are ultimately responsible for the stewardship of the Company and this

section explains how they have fulfilled their corporate governance responsibilities. This corporate governance statement

forms part of the directors’ report.

As set out in the Prospectus, the Company’s Specialist Funds Segment securities are not admitted to the Official List of

the UK Listing Authority. Therefore the Company has not been required to satisfy the eligibility criteria for admission to

listing on the Official List and is not required to comply with the Financial Conduct Authority’s Listing Rules. The board is

committed to high standards of corporate governance and have adopted the UK Corporate Governance Code (the “UK

Code”) published by the Financial Reporting Council (“FRC”). The Disclosure Guidance and Transparency Rules (“DTR”)

require companies to disclose how they have applied the principles and provisions of the UK Code. A copy of the UK

Code is available from the website of the FRC at:

https://www.frc.org.uk/directors/corporate-governance-and-stewardship/uk-corporate-governance-code.

The board has considered the principles and provisions of the UK Code and is committed to maintaining high standards

of corporate governance. While the Company is not required to follow the UK Code, the board has voluntarily chosen to

report against it, believing it provides more relevant information to shareholders.

STATEMENT OF COMPLIANCE

The Company has complied with the relevant provisions of the UK Code, except as set out below.

The UK Code includes provisions relating to:



The role of the chief executive;



Executive directors’ remuneration;



Perry Wilson appointment as both Chair of the Board and the Audit Committee;



The appointment of a senior independent director; and



The need for an internal audit function.

The board considers these provisions are not relevant to the Company, being an externally managed investment

company with no executive directors. In particular, all of the Company’s day-to-day management and administrative

functions are outsourced to third parties. As a result, the Company has no executive directors, employees or internal

operations. The Company has therefore not reported further in respect of these provisions.

In addition, the board does not, at present, consider that separate nomination and remuneration committees would be

appropriate given the board’s size, being three members in total. Currently, decisions concerning the board’s

remuneration, nomination and board appraisals are undertaken by the board as a whole. However, the need for separate

nomination and remuneration committees and an internal audit function will be kept under review.

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THE BOARD OF DIRECTORS

The board consists of three directors, all of whom are non-executive directors. Biographies of the directors are shown on

page 20 and demonstrate the wide range of skills and experience that they bring to the board. The directors possess

business and financial expertise relevant to the direction of the Company and consider themselves to be committing

sufficient time to the Company’s affairs.

None of the directors have a service contract with the Company, nor are any such contracts proposed. Each director has

been appointed pursuant to a letter of appointment entered into with the Company. The directors’ appointment can be

terminated in accordance with the articles of association and without compensation. There are no agreements between

the Company and any director which provide for compensation for loss of office in the event that there is a change of

control of the Company.

Copies of the letters of appointment will be available at the AGM.

The Chairman, Perry Wilson, is independent and considers himself to have sufficient time to commit to the Company’s

affairs. The Chairman’s other commitments are detailed in his biography on page 20.

The directors have determined that the size of the Company’s board does not warrant the appointment of a senior

independent director at this time. All of the directors are available to address shareholder queries or engage in

consultation as required.

THE OPERATION OF THE BOARD

The board of directors meets at least four times a year and more often if required.

The table below sets out the directors’ attendance at board and audit committee meetings held in the financial year ended

31 March 2025, against the number of meetings each board or audit committee member was eligible to attend.

Director Board Audit Committee Management Engagement Committee

Perry Wilson 5/5 2/2 2/2

St. John Agnew 5/5 2/2 2/2

Gareth Burchell 5/5 - -

No individuals other than the committee or board members are entitled to attend the relevant meetings unless they have

been invited to attend by the board or relevant committee.

Directors are provided with a comprehensive set of papers for each board or committee meeting, which equips them with

sufficient information to prepare for the meetings.

The board has a formal schedule of matters specifically reserved to it for decision to ensure effective control of strategic,

financial, operational and compliance issues, which includes:



The Company’s structure including share issues and setting a discount/(premium) management programme;



Risk management;



Appointing the Manager and other service providers and setting their fees;



Approving board changes including the audit committee and management engagement committee;



Considering and authorising board conflicts of interest;



Approving the Company’s annual accounts and half yearly accounts including accounting policies;



Approving the Company's level of gearing;



The approval of terms of reference and membership of board committees; and



Approving liability insurance.

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There is a procedure in place for the directors to take independent professional advice at the expense of the Company.

No such professional advice has been taken by the directors during the period under review.

The directors’ and officers’ liability insurance covered by the Manager shall be maintained for the full term of each

director’s appointment.

Division of Responsibilities

The Chairman leads the board and is responsible for its overall effectiveness in directing the Company. He ensures that

the directors’ views are taken into consideration as part of the board’s decision making process. The Chairman promotes

a culture of openness and debate at the Company’s board meetings and ensures that an appropriate amount of time is

devoted to each matter on the agenda for the board’s consideration. He ensures that the board receives accurate, timely

and clear information in order for the directors to discharge their duties. The Chairman is also available to facilitate the

board’s relations with shareholders and the Company’s other stakeholders.

The Company has established audit and management engagement committees which deal with matters determined by

terms of reference issued by the board.

The board ensures that an appropriate amount of time is spent on board matters. The board receives papers ahead of

board meetings, which are reviewed by the directors to enable them to participate effectively and efficiently at meetings.

Other information is received by the board between meetings and input is provided by board members as required.

Independence of Directors

Both Perry Wilson and St. John Agnew were considered, on appointment, to be independent of the Manager and free

from any business or other relationship that could materially interfere with the exercise of his independent judgement and

remained so throughout the financial year under review.

Gareth Burchell is a member of the Manager’s investment committee and is therefore not considered to be independent.

Mr. Burchell is also currently Head of Shard Capital Stockbrokers and chairs an investment committee that specialises

in providing funding for both listed and unlisted small companies. The board believes that having Mr. Burchell on the

board is beneficial to the board as it provides the board with added insight on the Company’s investment portfolio. Mr.

Burchell does not participate in discussions on, or vote on, matters where there would be a conflict or potential conflict

of investment, including but not limited, the evaluation of the Manager.

There are no other relationships or circumstances relating to the Company that are likely to affect the judgement of any

of the directors.

Composition

The board believes that during the year ended 31 March 2025, its composition was appropriate for an investment

company of the Company’s nature and size. Care will be taken at all times to ensure that the board is composed of

members who, as a whole, have the required knowledge, abilities and experience to properly fulfil their role and are

sufficiently independent.

Directors' interests

No director holds shares in the Company.

Board evaluation

The most recent board evaluation was completed in September 2024. The results of the evaluation were reviewed by

the Chairman and discussed with the board. The conclusions from the board evaluation demonstrated that the directors

showed the necessary commitment for effective fulfilment of their duties.

Board training and induction

The Company Secretary, the board or the Manager upon request of the board or any director individually, will offer

induction training to new directors about the Company, its key service providers, the directors’ duties and obligations and

other matters as may be relevant from time to time.

The board members are encouraged to keep up to date and attend training courses on matters which are directly relevant

to their involvement with the Company.

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Board appointment, election and tenure

The rules concerning the appointment and replacement of directors are contained in the Company’s articles of

association and the Companies Act 2006.

The board recognises the benefits to the Company of having longer serving directors together with progressive

refreshment of the board. None of the directors consider length of service as an impediment to independence or good

judgement but, if they felt that this had become the case, the relevant director would stand down. The Company was

incorporated in June 2017, therefore no director has served for more than nine years. The board is currently developing

a succession plan.

The directors of the Company and their biographies are set out on page 20. At the forthcoming AGM, all members of the

board will put themselves forward for re-election.

The board considers that all of the current directors contribute effectively to the operation of the board and the strategy

of the Company. The board has considered each board member’s independence of the Company and the Manager. As

such the board believes that it is in the best interests of shareholders that each of the directors be re-elected.

Basis of Directors’ appointment

Consideration is given to diversity in board composition. The board seeks to appoint new directors on the basis of merit

as a primary consideration, with the aim of bringing an appropriate range of skills, diversity and experience together.

Management agreement and continuing appointment

Details of the Manager’s agreement and fees are set out in note 4 to the financial statements.

The board keeps the performance of the Manager under continual review through the Company’s management

engagement committee. The most recent evaluation of the Manager was completed in July 2024, following which the

board concluded that due to its specialist knowledge of the sectors in which the Company invests and the Company’s

performance to date, the continuing appointment of the Manager is in the best interests of shareholders as a whole.

CONFLICTS OF INTEREST

The articles of association provide that the directors may authorise any actual or potential conflict of interest that a director

may have, with or without imposing any conditions that they consider appropriate on the director. Directors are not able

to vote in respect of any contract, arrangement or transaction in which they have a material interest, and, in such

circumstances, they are not counted in the quorum at the relevant board meeting. A process has been developed to

identify any of the directors’ potential or actual conflicts of interest. This includes declaring any potential new conflicts

before the start of each board meeting.

Audit Committee

The board has delegated certain responsibilities to its audit committee. The committee comprises two or more

independent directors. The Chairman of the board may be a member of the committee and due to the size of the board,

the Chairman of the board, Perry Wilson acts as chairman of the audit committee. The board has established formal

terms of reference for the audit committee which are available from the Company Secretary upon request. An outline of

the remit of the audit committee and its activities during the year are set out below.

The audit committee is chaired by Perry Wilson and meets at least twice a year. It is responsible for ensuring that the

financial performance of the Company is properly reported and monitored and provides a forum through which the

Company’s external auditor may report to the board. The audit committee reviews and recommends to the board the

annual and half-yearly reports and financial statements, financial announcements, internal control systems, risk metrics,

decisions requiring a significant element of judgement and procedures and accounting policies of the Company.

Further details on the work of the audit committee can be found in the report of the audit committee on pages 32 to 34.

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Management Engagement Committee

The Chairman of the Company acts as chairman of the management engagement committee. The management

engagement committee meets once a year. Its principal duties are to formally review the actions and judgements of the

Manager, the terms of its management agreement and to review the performance and services of the Company’s other

key service providers. The committee reports to the board on its proceedings after its meeting.

The most recent evaluation of the Manager and other key service providers was completed in July 2024.

The terms of reference of the committee are available from the Company Secretary.

COMPANY SECRETARY

The board has direct access to the advice and services of the Company Secretary, which is responsible for ensuring that

the board and committee procedures are followed, and that applicable rules and regulations are complied with. The

Company Secretary is also responsible for ensuring good information flows between all parties.

REVIEW OF SHAREHOLDER PROFILE

The board reviews reports provided by qualified independent industry consultants and Shard Capital Partners LLP on

the Company’s shareholder base and its underlying beneficial owners. The Manager and Shard Capital Partners LLP

disclose any concerns raised by shareholders to the board.

STEWARDSHIP RESPONSIBILITIES AND THE USE OF VOTING RIGHTS

The FRC introduced a Stewardship Code which sets out the responsibilities of institutional shareholders in respect of

investee companies. Under the Stewardship Code, Managers should:



Publicly disclose their policy on how they will discharge their stewardship responsibilities to their clients;



Disclose their policy on managing conflicts of interest;



Monitor their investee companies;



Establish clear guidelines on how they escalate evaluation;



Be willing to act collectively with other investors where appropriate;



Have a clear policy on proxy voting and disclose their voting record; and



Report to clients.

The Company recognises that with respect to its equity assets one of the important obligations that it has as a shareholder

is the right to vote on issues submitted to shareholders. These issues may include the election of directors and other

important matters that affect the structure of the investee company. The Manager acts on behalf of the Company in these

matters and will exercise its voting rights, supported by independent providers, if considered appropriate.

RELATIONS WITH SHAREHOLDERS

The notice of the AGM will be sent out separately in due course. The notice of the AGM, which is sent out at least 21

clear days in advance of the AGM, sets out the business of the meeting and any items not of an entirely routine nature

is explained in the directors’ report. Separate resolutions are proposed in respect of each substantive issue.

Any questions that shareholders wish to raise at the AGM can be emailed to info@sureventuresplc.com and the board

and/or the Manager will respond as appropriate.

Proxy voting figures will be published on the Company’s website following the AGM.

The Manager holds regular discussions with major shareholders, the feedback from which is provided to and greatly

valued by the board. The directors are available to enter into dialogue and correspondence with shareholders regarding

the progress and performance of the Company. Further information about the Company can be found on the Company’s

website http://www.sureventuresplc.com.

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INTERNAL CONTROL REVIEW

The board has elected not to have an internal audit function as the Company delegates its operations to third-party

service providers and does not employ any staff. Instead it has been agreed that the Company will rely on the internal

controls which exist within its third-party providers.

The Administrator, Depositary and Manager have established internal control frameworks to provide reasonable

assurance on the effectiveness of the internal controls operated on behalf of their clients. The Manager, the Administrator,

the Depositary and the Company Secretary will report on any breaches of law or regulation, if and when they arise,

periodically in scheduled board reports. The audit committee considers annually whether there is any need for an internal

audit function, and it has agreed that it is appropriate for the Company to rely on the internal audit controls which exist

within its third-party providers.

The board keeps under review the effectiveness of the Administrator and the Manager’s systems of internal control and

risk management. During the year under review, the board has not identified any significant failings or weaknesses in

the internal control systems of its service providers. Details of the Company’s principal risks and uncertainties can be

found on pages 15 to 17 of the strategic report, together with an explanation of the controls that have been established

to mitigate each risk. The risk matrix provides a basis for the audit committee and the board to regularly monitor the

effective operation of the controls and to update the matrix when new risks are identified.

The system of internal control and risk management is designed to meet the Company’s particular needs and the risks

to which it is exposed. The board recognises that these control systems can only be designed to manage, rather than

eliminate, the risk of failure to achieve business objectives and to provide reasonable, but not absolute, assurance against

material misstatement or loss.

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ALTERNATIVE INVESTMENT FUND MANAGEMENT DIRECTIVE DISCLOSURE

Quantitative remuneration disclosure

In accordance with 3.3.5 (5) of the Financial Conduct Authority’s Investment Funds Sourcebook (“FUND”) and in

accordance with the Financial Conduct Authority’s Finalised guidance – General guidance on the AIFM Remuneration

Code (SYSC 19B) (the “Guidelines”), dated January 2014, the total amount of remuneration paid by or paid to Shard

Capital AIFM LLP (the “AIFM”), for the financial year ended 31 March 2025 in respect of the Company was £205,233

(2024: £138,646). The AIFM out of its own resources decided to pay rebates out of the management fee. For the financial

year ended 31 March 2025, the Company incurred rebate income from the AIFM of £155,233 (2024: £88,646). There

was no performance fee payable in respect of the years ended 31 March 2025 or 31 March 2024. The AIFM does not

consider that any individual member of staff or partner of the AIFM has the ability to materially impact the risk profile of

the Company.

Other disclosures

The AIFMD requires that the AIFM ensures that certain other matters are actioned and or reported to investors. Each of

these is set out below:



Provision and content of an annual report (FUND 3.3.2 and 3.3.5). The publication of the annual report and accounts

of the Company satisfies these requirements.



Material change of information. The AIFMD requires certain information to be made available to investors in the

Company before they invest and requires that material changes to this information be disclosed in the annual report.

Periodic disclosure (FUND 3.2.5 and 3.2.6)

There are no assets subject to special arrangements due to their illiquid nature and no new arrangements for the

managing of the liquidity of the Company.

There is no change to the arrangements, as set out in the Prospectus, for managing the Company’s liquidity.

The current risk profile of the Company is set out in the strategic report, principal risks and uncertainties section on pages

15 to 17 and in note 18 of these financial statements.

The Company is permitted to be leveraged and the table below sets out the current maximum permitted and actual

leverage.

As a

percentage

of net asset value Gross method Commitment method

Maximum level of leverage

150% 150%

Leverage as at 31 March 2025

106% 106%

Other matters

The AIFM has confirmed that all required reporting to the FCA has been undertaken in accordance with FUND 3.4.

Approval

This report was approved by the board of directors on 15 July 2025.

On behalf of the board

Perry Wilson

Chairman

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Report of the Audit Committee

As Chairman of the audit committee I am pleased to present the audit committee report for the year ended 31 March

2025.

MEMBERSHIP OF THE AUDIT COMMITTEE

As the board is small with only three members, St. John Agnew and Perry Wilson are both appointed members of the

audit committee. As chairman of the audit committee, I can confirm that I have relevant financial experience to fulfil my

obligations in this capacity.

THE ROLE OF THE AUDIT COMMITTEE

The role of the audit committee is defined in its terms of reference, which can be obtained from the Company Secretary.

In summary, the role of the audit committee includes the following:



To monitor the financial reporting process;



To review and monitor the integrity of the half-year and annual financial statements and review and challenge where

necessary the accounting policies and judgements of the Manager and the Administrator;



To review the adequacy and effectiveness of the Company’s internal financial and internal control and risk

management systems;



To make recommendations to the board on the re-appointment or removal of the external independent auditor and to

approve its remuneration and terms of engagement;



To review and monitor the external independent auditor’s independence and objectivity; and



To review and consider on an annual basis the need for an internal audit function.

Matters considered during the year

The audit committee has met 2 times during the year under review and considered the following items:



The Company’s audit plan with the external auditor;



The policy on non-audit services; and



The dividend policy.

The audit committee also reviewed the following items:



Whether there was a requirement for an internal audit function;



The Company’s risk matrix and the internal controls implemented to manage those risks; and



The appropriateness of the Company’s accounting policies and whether appropriate estimates and judgements have

been made.

UK non-audit services

In relation to non-audit services, the audit committee has reviewed and implemented a policy on the engagement of the

auditor to supply non-audit services and this is reviewed on an annual basis. All requests or applications for other services

to be provided by the auditor are submitted to the audit committee and will include a description of the services to be

rendered and an anticipated cost. The Company’s policy follows the requirements of the Financial Reporting Council's

Revised Ethical Standard 2019. The policy specifies a number of prohibited services which it is not permitted for the

auditor to provide under the revised Ethical Standard.

For the year ended 31 March 2025, there were no non-audit services rendered to the Company and none for the year

ended 31 March 2024.

The audit committee reviewed the level of non-audit services and were satisfied that the auditors maintained their

independence.

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SIGNIFICANT ACCOUNTING MATTERS

The audit committee met on 15 July 2025 to review the report and accounts for the year to 31 March 2025. The audit

committee considered the following significant issues, including principal risks and uncertainties in light of the Company’s

activities and issues communicated by the auditors during their review, all of which were satisfactorily addressed:

Issues considered

How the issue was addressed

Retention of investment trust

status

The audit committee received assurance from the Company’s Investment Manager

that the Company has remained compliant with the requirements to maintain its

investment trust status. The directors regularly review the investments and their

mix to ensure they remain diversified, its retained income levels to ensure

sufficient distributions are made and the Company’s shareholdings to determine

if the Company has become a close company.

Risk of misappropriation of

assets and ownership of

investments

The audit committee reviews reports from its service providers on key controls over

the assets of the Company. Any significant issues are reported to the board by

the Manager and/ or the Company’s Depositary. The Manager has put in place

procedures to ensure that investments can only be made to the extent that the

appropriate

contractual

and legal

arrangements

are in place to protect the

Company’s assets. The Company’s Depositary issues a quarterly report on the

status of the assets to the directors for review.

The risk that income is

overstated, incomplete or

inaccurate through failure to

recognise proper income

entitlements or to apply the

appropriate accounting

treatment for recognition of

income.

The board regularly reviews income forecasts. The external audit includes

checks on the completeness and accuracy of income and also checks that this

has been recognised in accordance with stated accounting policies.

The risk that valuation of the

Investments held may not be

correct.

The audit committee receives assurance from the Company’s Administrator and

Manager that the Company’s valuation policy is followed at all times.

External independent auditor

The Company’s external independent statutory auditor, PKF Littlejohn LLP (“PKF”), was appointed pursuant to the

engagement letter dated 9 May 2025. The audit committee intends to re-tender within the timeframe set by the Financial

Reporting Council.

The individual at PKF who acts as the Company’s appointed audit partner is Azhar Rana, whose appointment is reviewed

annually. In accordance with UK legislation, the audit partner must rotate at least every five years. As this is Azhar Rana’s

third year as audit partner, he will be due to rotate out of this role following the completion of the audit for the year ended

31 March 2027.

The audit fees for the period under review can be found in note 5 to the financial statements on page 55.

The audit committee monitors the auditor’s objectivity and independence on an ongoing basis. In determining PKF’s

independence, the audit committee has assessed all relationships with PKF and received confirmation from PKF that it

is independent and that no issues of conflicts arose during the period. The audit committee is therefore satisfied that PKF

is independent.

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The audit committee monitors and reviews the effectiveness of the external audit process on an annual basis and makes

recommendations to the board on its re-appointment, remuneration and terms of engagement of the auditor. The audit

committee has met with the audit partner and assessed PKF’s performance to date and to discuss the Company’s audit

and other matters concerning the Company. I can confirm that Azhar Rana did not raise any issues of concern during

our meeting. The review has involved an examination of the independent auditor’s remuneration, the quality of its work

including the quality of the audit report, the quality of the audit partner and audit team, the expertise of the audit firm and

the resources available to it, the identification of audit risk, the planning and execution of the audit and the terms of

engagement.

The audit committee has direct access to the Company’s independent statutory auditor and provides a forum through

which the independent auditor reports to the board. Representatives of PKF attend the audit committee meetings at least

twice annually.

Internal audit

The audit committee believes that the Company does not require an internal audit function, principally because the

Company delegates its day-to-day operations to third parties, which are monitored by the audit committee, and which

provide control reports on their operations at least annually.

This report was approved by the audit committee on 15 July 2025.

Perry Wilson

Chairman of the Audit Committee

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Statement of Directors’ Responsibilities

The directors are responsible for preparing the annual report, the directors’ remuneration report and the financial

statements in accordance with applicable law and regulations.

Applicable law requires the directors to prepare financial statements for each financial year. As such the directors have

prepared the financial statements in accordance with international accounting standards in conformity with the

requirements of the Companies Act 2006. 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 of the Company

for that year. 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 applicable international accounting standards have been followed, subject to any material departures

disclosed and explained in the financial statements; and



prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company

will continue in business.

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 and the directors’ remuneration report comply with the Companies

Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps

for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United

Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other

jurisdictions.

The directors consider that the annual report and financial statements, taken as a whole, is fair, balanced and

understandable and provides the information necessary for shareholders to assess the Company’s performance,

business model and strategy.

Each of the directors, whose names and functions are listed in the directors’ report, confirms that, to the best of their

knowledge:



the financial statements, which have been prepared in accordance with international accounting standards in

conformity with the requirements of the Companies Act 2006, give a true and fair view of the assets, liabilities, financial

position and profit of the Company;



the strategic report includes a fair review of the development and performance of the business and the position of the

Company, together with a description of the principal risks and uncertainties that it faces;



so far as the director is aware, there is no relevant audit information of which the Company’s independent statutory

auditor is unaware; and



they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any

relevant audit information and to establish that the Company’s independent statutory auditor is aware of that

information.

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Directors’ Remuneration Report

STATEMENT FROM THE CHAIRMAN

I am pleased to present the directors’ remuneration report for the year ended 31 March 2025, prepared in accordance

with The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 and

the Companies Act 2006. The Company’s Independent Statutory Auditor is required to verify certain information within

this report subject to statutory audit by the Companies Act 2006.

We are required to seek shareholder approval of the directors’ remuneration policy at least every third year and the

remuneration report annually. Any changes to the directors’ remuneration policy will require shareholder approval. The

Company’s remuneration policy is set out below and is unchanged since it was last approved by shareholders at the

AGM held in September 2024. An ordinary resolution to approve the directors’ remuneration policy will be put to

shareholders at the upcoming AGM. At the AGM, shareholders will also be asked to consider an advisory resolution on

the contents of the directors’ remuneration report.

As at 31 March 2025, the board comprised three non-executive directors, two of whom are independent of the Manager.

Given the size of the board, and as the Company has no employees, it is not considered appropriate for the Company to

establish separate remuneration and nomination committees. It is, therefore, the Company’s practice for the board to

consider and approve directors’ remuneration. Post the Company’s incorporation, Directors’ fees are set at the rate of

£26,056 (31 March 2024: £26,100) for Perry Wilson and £26,056 (31 March 2024: £26,100) for St. John Agnew (inclusive

of National Insurance Contributions). Prior to the Company’s incorporation Directors’ fees were set at the rate of £24,000

per director per annum for Perry Wilson. Gareth Burchell has agreed to waive his director’s fee.

As the board’s fees were considered prior to its listing as an investment company, the appointment of external

remuneration consultants was not considered necessary. Furthermore, the board took the decision not to revise the

board’s fees because they did not feel it was appropriate, given the Company’s short existence. Many parts of the Large

and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 do not apply to the

Company as the board is comprised entirely of non-executive directors and the Company has no employees.

DIRECTORS’ REMUNERATION POLICY

The remuneration policy was approved at the Company’s AGM held on 10 September 2024, with all shareholders present

voting in favour of the resolution on a show of hands.

The maximum fees for the board as a whole are limited by the Company’s Articles of Association to £300,000 per annum.

Subject to this limit, the board’s policy is that remuneration of non-executive directors should reflect the experience of

the board member and the time commitment required by board members to carry out their duties, and is determined with

reference to the appointment of directors of similar investment companies. The level of remuneration has been set with

the aim of promoting the future success of the Company. With this in mind the board considers remuneration in order to

attract individuals of a calibre appropriate to promote the long-term success of the Company and to reflect the specific

circumstances of the Company and its field of investment, the duties and responsibilities of the directors and the value

and amount of time commitment required of directors to the Company’s affairs.

Due regard is taken of the board’s requirement to attract and retain individuals with suitable knowledge and experience

and the role that the individual directors fulfil. There are no specific performance-related conditions attached to the

remuneration of the board and the board members are not eligible for bonuses, pension benefits, share options, long-

term incentive schemes or other non-cash benefits or taxable expenses. No other payments are made to directors other

than reasonable out-of-pocket expenses which have been incurred as a result of attending to the affairs of the Company.

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In addition to the board’s remuneration, board members are entitled to such fees as they may determine in respect of

any extra or special services performed by them, having been called upon to do so. Such fees would only be incurred in

exceptional circumstances. An example of such a circumstance would be if the Company was to undertake a corporate

action, which would require the board to dedicate additional time to review associated documents and to attend additional

meetings. Such fees would be determined at the board’s absolute discretion and would be set at a similar rate to other

comparable investment companies who have undertaken equivalent activities. The fees would be set with the Company’s

long-term success in mind and the interests of the Company’s members as a whole would be considered prior to the

setting of such fees.

The directors are entitled to be paid all expenses properly incurred by them in attending meetings with shareholders or

other directors or otherwise in connection with the discharge of their duties as directors. Shareholders have the

opportunity to express their views in respect of directors’ remuneration at the Company’s AGM. The Company has not

sought shareholder views on its remuneration policy. Any comment volunteered by shareholders on the remuneration

policy will be carefully considered and appropriate action taken. No communications have been received from

shareholders on the directors’ remuneration policy.

The directors’ remuneration policy and its implementation are reviewed by the board as a whole on an annual basis.

Directors do not vote on their own fees. Reviews are based on third parties’ information on the fees of other similar

investment trusts.

None of the directors have a service contract with the Company, nor are any such contracts proposed. Instead, directors

are appointed pursuant to a letter of appointment entered into with the Company. There is no notice period specified in

the letters of appointment or articles of association for the removal of directors. Directors are not appointed for a specific

term. Copies of the directors’ letters of appointment are available at each of the Company’s AGMs.

The directors are not entitled to exit payments and are not provided with any compensation for loss of office.

As with most investment trusts there is no chief executive officer and no employees. The directors’ remuneration policy

will apply to new board members, who will be paid the equivalent amount of fees as current board members holding

similar roles.

VOTING AT 10 SEPTEMBER 2024

As stated above an ordinary resolution for the approval of the proposed directors’ remuneration policy was last approved

by shareholders at the AGM held in September 2024.

The directors’ remuneration report, including the implementation of the directors’ remuneration policy, is subject to an

annual advisory vote via an ordinary resolution. An advisory vote is a non-binding resolution. At the meeting of the

Company held on 10 September 2024, the vote to approve the directors’ remuneration report was passed with all

shareholders presented voted in favour of the relation by a show of hand and the resolution was passed.

Directors’ fees (audited information)

Single total aggregate directors’ remuneration (exclusive of National Insurance Contributions) for the year under review

was £48,000 (2024: £48,000). The directors who served during the year under review received the following emoluments:

Director

Fees paid during the

year under review

(1 April 2024 to

31 March 2025)

Taxable

benefits

Non-taxable

benefits

Total year to

31 March 2025

St. John Agnew

£24,000 £- £- £24,000

Perry Wilson (Chairperson) £24,000 £- £- £24,000

Total £48,000 £- £- £48,000

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Director Fees paid during the

year under review

(1 April 2023 to

31 March 2024)

Taxable

benefits

Non-taxable

benefits

Total year to

31 March 2024

St. John Agnew

£24,000 £- £- £24,000

Perry Wilson (Chairperson) £24,000 £- £- £24,000

Total £48,000 £- £- £48,000

No payments were made to past directors for loss of office. In the absence of further major increases in the workload

and responsibility involved, the board does not expect fees to increase significantly over the next three years. The overall

remuneration of each director will continue to be monitored by the board, taking into account those matters referred to in

the annual statement above. The Company did not pay any other benefits including bonuses, pension benefits, share

options, long-term incentive schemes or other non-cash benefits or taxable benefits.

The Company has not made any loans to the directors, nor has it ever provided any guarantees for the benefit of any

director or the directors collectively nor does it intend to.

Company performance

The board is responsible for the Company’s investment strategy and performance, although day-to-day management of

the Company’s affairs, including the management of the Company’s portfolio, has been delegated to third-party service

providers. An explanation of the performance of the Company is given in the Chairman’s statement and the Investment

Manager’s report on pages 4 and 11, respectively.

EXPENDITURE BY THE COMPANY ON DIRECTORS’ REMUNERATION COMPARED WITH

DISTRIBUTIONS TO SHAREHOLDERS (AUDITED INFORMATION)

The following table is provided in accordance with The Large and Medium-sized Companies and Groups (Accounts and

Reports) (Amendment) Regulations 2013 which sets out the relative importance of spend on pay in respect of the year

ended 31 March 2025. The table shows the remuneration paid to directors for the year under review, compared to the

distribution payments to shareholders.

Year from

1 April 2024 to 31 March 2025

Total remuneration paid to directors £48,000

Shareholder distribution – dividends or share buybacks

£-

Year from

1 April 2023 to 31 March 2024

Total remuneration paid to directors £48,000

Shareholder distribution – dividends or share buybacks

£-

DIRECTORS’ INTERESTS (AUDITED INFORMATION)

The Company does not have any requirement for any director to own shares in the Company.

As at 31 March 2025, the directors do not hold shares in the Company.

There have been no changes to any holdings between 31 March 2025 and the date of this annual report.

The annual report on remuneration was approved by the board on 15 July 2025 and signed on its behalf by:

Perry Wilson

Chairman

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6 Independent Auditor’s

Report

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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF SURE VENTURES PLC

Opinion

We have audited the financial statements of Sure Ventures plc (the ‘company’) for the year ended 31 March 2025 which

comprise the Income Statement, the Statement of Financial Position, the Statement of Changes in Equity, the Statement

of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting

framework that has been applied in their preparation is applicable law and UK-adopted international accounting

standards.

In our opinion, the financial statements:

 give a true and fair view of the state of the company’s affairs as at 31 March 2025 and of its profit for the year

then ended;

 have been properly prepared in accordance with UK-adopted international accounting standards; and

 have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.

Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the

financial statements section of our report. We are independent of the company in accordance with the ethical

requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as

applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these

requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

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:

 Reviewing and challenging management’s assessment of going concern. Our review focused on the levels of

expenditure and anticipated investor commitments over the twelve months following the approval of the financial

statements and whether the directors had demonstrated that the company would have access to sufficient funds

available to meet these obligations;

 Reviewing the impact of external factors such as the Russia-Ukraine crisis and the impact of inflation, and we

have not noted any significant impact on the business to date;

 Evaluating and assessing whether all relevant information, based on our knowledge of the company and the

sector, and factors impacting the sector, was included in management’s assessment of going concern; and

 Reviewing the company’s ongoing maintenance of its investment trust status, in particular the company’s

compliance with the close company requirements per The Investment Trust (Approved Company) (Tax)

Regulations 2011.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions

that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a

period of at least twelve months from when the financial statements are authorised for issue.

In relation to the entity’s reporting on how they have applied the UK Corporate Governance Code, we have nothing

material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the

directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant

sections of this report.

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Our application of materiality

We define materiality as the magnitude of misstatement, including omission, either individually or in aggregate, that

makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced.

Importantly, misstatements below this level will not necessarily be evaluated as immaterial as we also take account of

the nature of identified misstatements, and the particular circumstance of their occurrence, when evaluating their effect

on the financial statements. We use materiality both in planning the scope of our audit work and in evaluating the results

of our work.

Based on our professional judgement, we determine materiality for the financial statements as a whole as follows:

Year ended 31 March 2025 Year ended 31 March 2024

Materiality

£267,000 £122,000

Basis for determining materiality Materiality was determined on the basis of 2% of net assets in both years.

Rationale for the benchmark

applied

Given that the nature of the business is that of investment and the focus for

users of the financial statements is on investments and the company’ net

asset value, net assets has been used as the benchmark for materiality.

We also determine a level of performance materiality which we use to assess the extent of testing needed to reduce to

an acceptably low level, the probability that the aggregate of uncorrected and undetected misstatements exceeds

materiality for the financial statements as a whole. Performance materiality is set based on the materiality as adjusted

for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regards to

the internal control environment. In this respect, performance materiality was set to 70% of the above materiality, to

£186,000 (2024: £85,400).

We agreed with the audit committee that we would report audit differences in excess of £13,300 (2024: £6,100) as well

as differences below that threshold that, in our view, warranted reporting on qualitative grounds.

Our approach to the audit

Our audit approach was developed by updating our understanding of the company’s activities and the overall control

environment. Based on this understanding, we assessed those aspects of the company’s transactions and balances

which were most likely to give rise to a material misstatement and were most susceptible to irregularities including fraud

or error. We looked at areas involving significant accounting estimates and judgement by the directors, being the

valuation of investments held at fair value through profit or loss, as detailed within our Key Audit Matter, and considered

future events that are inherently uncertain. We also addressed the risk of management override of internal controls,

including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement

due to fraud. We identified what we considered to be key audit matters in the next section and planned our audit approach

accordingly.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the

financial statements of the current period and include the most significant assessed risks of material misstatement

(whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy,

the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed

in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

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Key Audit Matter How our scope addressed this matter

The valuation of investments held at fair value

through profit or loss (Note 9)

The valuation of investments at 31 March 2025 was

£14,741,288 (2024: £6,236,446) consisting almost

exclusively of fund investments.

The valuation of the assets held in the investment portfolio

is the key driver of the company’s net asset value.

Incorrect investment valuations could materially affect the

overall investment portfolio valuation and subsequently

the return generated for the shareholders.

The investments are recorded at fair value through profit

or loss. The fair value is largely driven by the audited Net

Asset Value (‘NAV’) of the investee funds’ portfolios.

The investee funds have holdings in various private equity

companies, being level 3 investments (as defined by IFRS

13 Fair Value Measurement).

As the investments are material to the overall

performance of the company and significant estimates

and judgement are applied in valuing these, there is a risk

that the underlying investments are inappropriately valued

and as such the valuation of investments is deemed to be

a key audit matter.

Our work in this area included:

 Updating our understanding and evaluating the

design and implementation of controls in place over

the valuation of investments;

 Updating our understanding of the valuation process

applied by the investee funds and the company;

 Agreeing the value of the company’s investments in

the funds to the audited financial statements of the

investee funds for the year ended 31 March 2025;

 Reviewing the valuation methodology applied for

each investment and considering the

appropriateness based on the investment’s individual

circumstances, consistency with observed industry

best practice, and consistency with the provisions of

the International Private Equity and Venture Capital

Valuation Guidelines;

 Agreeing key inputs and assumptions which drive the

overall valuation to source documentation; and

 Considering the adequacy, appropriateness and

relevance of disclosures in accordance with IFRS 9

Financial Instruments, IFRS 7 Financial Instruments:

Disclosures and IFRS 13 Fair Value Measurement.

Based on the procedures performed, we concluded that

the carrying value of the company’s investments, and the

associated disclosures, were reasonable.

Other information

The other information comprises the information included in the annual report, other than the financial statements and

our auditor’s report thereon. The directors are responsible for the other information contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly

stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the financial statements

or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such

material inconsistencies or apparent material misstatements, we are required to determine whether 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.

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Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with

the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

 the information given in the strategic report and the directors’ report for the financial year for which the financial

statements are prepared is consistent with the financial statements; and

 the strategic report and the directors’ report have been prepared in accordance with applicable legal

requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit,

we have not identified material misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to

report to you if, in our opinion:

 adequate accounting records have not been kept, or returns adequate for our audit have not been received from

branches not visited by us; or

 the financial statements are not in agreement with the accounting records and returns; or

 certain disclosures of directors’ remuneration specified by law are not made; or

 we have not received all the information and explanations we require for our audit.

Corporate governance statement

We have reviewed the directors' statement in relation to going concern, longer-term viability and that part of the Corporate

Governance Statement relating to the company's voluntary compliance with the provisions of the UK Corporate

Governance Code.

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:

 Directors' statement with regards the appropriateness of adopting the going concern basis of accounting and

any material uncertainties identified set out on page 22;

 Directors’ explanation as to their assessment of the entity’s prospects, the period this assessment covers and

why the period is appropriate set out on page 23;

 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 page 23;

 Directors' statement that they consider the annual report and the financial statements, taken as a whole, to be

fair, balanced and understandable set out on page 35;

 Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on

page 15;

 The section of the annual report that describes the review of effectiveness of risk management and internal

control systems set out on page 30; and

 The section describing the work of the audit committee set out on page 32.

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.

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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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line

with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The

extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

 We updated our understanding of the company and the sector in which it operates to identify laws and

regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained

our understanding in this regard through discussions with management, industry research, application of

cumulative audit knowledge and experience of listed entities and the investment trust sector.

 We determined the principal laws and regulations relevant to the company in this regard to be those arising

from the Companies Act 2006, UK-adopted international accounting standards, Financial Conduct Authority

(FCA) Rules, UK-tax law including section 1158 of the Corporation Tax Act 2010 covering the company’s

qualification as an investment trust and The Investment Trust (Approved Company) (Tax) Regulations 2011,

and the UK Corporate Governance Code.

 We designed our audit procedures to ensure the audit team considered whether there were any indications of

non-compliance by the company with those laws and regulations. These procedures included, but were not

limited to:

o reviewing the financial statement disclosures and testing to supporting documentation to assess

compliance with the relevant laws and regulations listed above;

o using appropriate checklists and application of cumulative audit knowledge and experience of the

sector to assess compliance with the relevant laws and regulations listed above;

o reviewing minutes of meetings of the board and the audit committee;

o reviewing Regulatory News Service (RNS) announcements; and

o reviewing legal and regulatory correspondence.

All engagement team members were briefed on relevant laws and regulations and potential fraud risks at the

planning stage of the audit and reconsidered these throughout the audit and at the completion stage of the audit.

However, the primary responsibility for the prevention and detection of fraud rests with those charged with

governance of the company.

 We also identified the risks of material misstatement of the financial statements due to fraud. We considered,

in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls,

that the potential for management bias which could materially impact the financial statements existed in the

valuation of the investments held at fair value through profit or loss. The key audit matters section of this report

details the procedures undertaken in auditing the carrying value of the investments.

o As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing

audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates

for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or

outside the normal course of business.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those

leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the

more that compliance with a law or regulation is removed from the events and transactions reflected in the financial

statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding

irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion,

omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting

Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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Other matters which we are required to address

We were appointed by the audit committee on 16 April 2018 to audit the financial statements for the period ended 31

March 2018 and subsequent financial periods. Our total uninterrupted period of engagement is eight years, covering the

periods ended 31 March 2018 to 31 March 2025.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the company and we remain

independent of the company in conducting our audit.

Our audit opinion is consistent with the additional report to the audit 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.

Azhar Rana (Senior Statutory Auditor) 15 Westferry Circus

For and on behalf of PKF Littlejohn LLP Canary Wharf

Statutory Auditor London E14 4HD

15 July 2025

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7 Financial Statements

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Income Statement

For the year ended 31 March 2025

2025 2024

Note

Revenue

Capital

Total

Revenue

Capital

Total

Income

Loss on disposal of investments - - - - (271,039) (271,039)

Other net changes in fair value on financial assets at fair

value through profit or loss

- 7,831,620 7,831,620 - (1,887,051) (1,887,051)

Rebate management fee 155,233 - 155,233 88,646 - 88,646

Total net income/(loss) 155,233 7,831,620 7,986,853 88,646 (2,158,090) (2,069,444)

Expenses

Management fee 4 (205,233) - (205,233) (138,646) - (138,646)

Custodian, secretarial and administration fees (129,748) - (129,748) (116,379) - (116,379)

Other expenses 5 (189,553) - (189,553) (179,561) - (179,561)

Total operating expenses (524,534) - (524,534) (434,586) - (434,586)

Interest expense 6 (34,507) - (34,507) (22,448) - (22,448)

Profit/(loss) before taxation and after finance costs (403,808) 7,831,620 7,427,812 (368,388) (2,158,090) (2,526,478)

Taxation 7 - - - - - -

Profit/(loss) after taxation (403,808) 7,831,620 7,427,812 (368,388) (2,158,090) (2,526,478)

(Deficit)/earnings per share 8 (5.36) 103.87 98.51 (5.31) (31.10) (36.41)

The total column of this statement represents the income statement prepared in accordance with international accounting standards in conformity with the requirements of the

Companies Act 2006. The supplementary revenue return and capital return columns are both prepared under guidance issued by the Association of Investment Companies. All

items in the above statement derive from continuing operations.

The Company does not have any income or expense that is not included in the income statement for the year. Accordingly, the net loss for the year is also the total comprehensive

income for the year, as defined in IAS 1 (revised).

The notes on pages 51 to 64 form an integral part of the financial statements.

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Statement of Financial Position

As at 31 March 2025 Company No. 10829500

Note

31 March 2025

31 March 2024

Non - current assets

Investments held at fair value through profit or loss

9 14,741,288 6,236,446

14,741,288 6,236,446

Current assets

Due from broker

3,600 -

Receivables

10 - 8,527

Cash and cash equivalents

5,754 65,209

9,354 73,736

Total assets

14,750,642 6,310,182

Non - current liabilities

Interest payable 11

(63,746)

(29,238)

Loan payable

(440,000)

(400,000)

(503,746)

(429,238)

Current liabilities

Due to broker

12 (160,500) -

Other payables

13 (114,354) (61,214)

(274,854) (61,214)

Total assets less current liabilities

14,475,788 6,248,968

Total net assets

13,972,042 5,819,730

Shareholders’ funds

Ordinary share capital

14 79,479 70,514

Share premium

7,498,183 6,782,648

Revenue reserves

(2,417,274) (2,013,466)

Capital reserves

8,811,654 980,034

Total shareholders’ funds

13,972,042 5,819,730

Net asset value per share

15 175.79p 82.53p

The notes on pages 51 to 64 form an integral part of the financial statements.

The financial statements on pages 46 to 64 were approved by the board of directors and authorised for issue on 15

July 2025. The financial statements were signed on its behalf by:

Perry Wilson, Chairman

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Statement of Changes in Equity

For the year ended 31 March 2025

Ordinary

Capital

Premium

Revenue

Reserves

Capital

Reserves

Total

Reserves

Total

Equity

Balance at 1 April 2024

70,514 6,782,648 (2,013,466) 980,034 (1,033,432) 5,819,730

Ordinary shares issued

8,965 741,035 - - - 750,000

Ordinary shares issue costs

- (25,500) - - - (25,500)

Profit/(loss) after taxation

- - (403,808) 7,831,620 7,427,812 7,427,812

Dividends paid in the year - - - - - -

Balance at 31 March 2025

79,479 7,498,183 (2,417,274) 8,811,654 6,394,380 13,972,042

For the year ended 31 March 2024

Ordinary

Capital

Premium

Revenue

Reserves

Capital

Reserves

Total

Reserves

Total

Equity

Balance at 1 April 2023

66,464 6,403,697 (1,645,078) 3,138,124 1,493,046 7,963,207

Ordinary shares issued

4,050 395,950 - - - 400,000

Ordinary shares issue costs

- (16,999) - - - (16,999)

Loss after taxation

- - (368,388) (2,158,090) (2,526,478) (2,526,478)

Dividends paid in the year

- - - - - -

Balance at 31 March 2024

70,514 6,782,648 (2,013,466) 980,034 (1,033,432) 5,819,730

As at 31 March 2025, the Company had distributable revenue reserves of £Nil (2024: £Nil). The distributable reserves

are the capital reserves of £6,851,586 (2024: £5,006,859).

The notes on pages 51 to 64 form an integral part of the financial statements.

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Sure Ventures plc – Annual Report and Audited Financial Statements 2025

Statement of Cash Flows

For the year ended 31 March 2025

Notes

For the year

ended

31 March 2025

For the year

ended

31 March 2024

Cash flows from operating activities:

Profit/(loss) after taxation 7,427,812 (2,526,478)

Adjustments for:

Loss on sale of investment - 271,039

Decrease/(increase) in receivables 8,527 (6,287)

Increase in due from broker (3,600) -

Increase in payables 87,648 18,569

Unrealised loss on foreign exchange 9 109,364 151,722

Net changes in fair value on financial assets at fair value

through profit or loss 9 (7,940,984) 1,735,329

Net cash (outflow) from operating activities

(311,233) (356,106)

Cash flows from investing activities:

Purchase of investments 9 (512,722) (662,460)

Sales of investments 9 - 464,077

Net cash (outflow) from investing activities

(512,722) (198,383)

Cash flows from financing activities:

Proceeds from issue of ordinary shares 14 750,000 400,000

Proceed from loans 11 40,000 255,000

Repayment of loans 11 - (55,000)

Share issue costs (25,500) (16,999)

Net cash inflow from financing activities 764,500 583,001

Net change in cash and cash equivalents

(59,455) 28,512

Cash and cash equivalents at the beginning of the year 65,209 36,697

Net cash and cash equivalents

5,754 65,209

Non-cash investing activity

During the year, the company acquired further investments totalling (£160,500). These were unpaid at the year-end and

are included in Current Liabilities as amounts due to broker. The cash payment was made subsequent to the reporting

date.

The notes on pages 51 to 64 form an integral part of the financial statements.

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Sure Ventures plc – Annual Report and Audited Financial Statements 2025

Notes to the Financial Statements

1) MATERIAL ACCOUNTING POLICIES

Basis of accounting

The financial statements of Sure Ventures plc (the “Company”) have been prepared in accordance with UK-adopted

international accounting standards in accordance with the requirements of the Companies Act 2006.

The principal accounting policies adopted by the Company are set out below. Where presentational guidance set out in

the Statement of Recommended Practice (the “SORP”) for investment trusts issued by the Association of Investment

Companies (the “AIC”) in July 2022 is consistent with the requirements of the applicable international accounting

standards, the directors have sought to prepare the financial statements on a basis compliant with the recommendations

of the SORP.

The financial statements have been prepared on the going concern basis under the historical cost convention, as modified

by the inclusion of investments and financial instruments at fair value through profit or loss.

All values are rounded to the nearest pound unless otherwise indicated.

Going concern

The directors have assessed the going concern assumption. Following the assessment, the directors have a reasonable

expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.

For this reason, they have adopted the going concern basis in preparing the financial statements.

Foreign currency

The presentation currency of the Company is pound sterling (“£”), the financial statements are prepared in this currency

in accordance with the Company’s prospectus. The Company is required to nominate a functional currency, being the

currency in which the Company predominantly operates. The board has determined that pound sterling is the Company’s

functional currency.

Foreign exchange gains and losses relating to the financial assets and financial liabilities carried at fair value through

profit or loss are presented in the income statement within ‘other net changes in fair value on financial assets at fair value

through profit or loss’.

Presentation of income statement

In order to better reflect the activities of an investment trust company and in accordance with the Company’s accounting

policy, supplementary information which analyses the income statement between items of a revenue and capital nature

has been presented alongside the income statement.

Income

Dividend income from investments is recognised when the Company’s right to receive payment has been established,

normally the ex-dividend date.

Interest income in profit or loss in the income statement includes bank interest. Interest income is recognised on an

accrual basis.

Capital distributions and all changes in fair value of investments held at fair value through profit or loss are recognised in

the capital column of the income statement.

Management fee rebate

Any management fee and performance fee payable by the Company in accordance with the Management Agreement

shall be reduced by an amount equal to any management fee and performance fee received by the Manager and the

AIFM, or any member of its group, from the Fund or any further Funds in respect of the Company’s investment in the

Fund or any further Funds.

Expenses

All expenses are accounted for on the accrual basis. In respect of the analysis between revenue and capital items

presented within the income statement, all expenses have been presented as revenue items except as follows:

Transaction costs which are incurred on the purchases or sales of investments designated as fair value through profit or

loss are expensed to capital in the income statement under other expenses.

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Sure Ventures plc – Annual Report and Audited Financial Statements 2025

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 management fee for the financial year has

been allocated 100% (2024: 100%) to revenue and Nil% (2024: Nil%) to capital, in order to reflect the directors’ long-

term view of the nature of the expected investment returns of the Company.

Capital reserves

Increases and decreases in the valuation of investments and realised/unrealised foreign exchange gain/(loss) held as at

the year end are accounted for in the capital reserves. This reserve includes the proportion of expenses that have been

presented as capital items in the income statement.

Taxation

In line with the recommendations of the SORP, the allocation method used to calculate tax relief on expenses presented

against capital returns in the supplementary information in the income statement is the ‘marginal basis’. Under this basis,

if taxable income is capable of being entirely offset by expenses in the revenue column of the income statement, then no

tax relief is transferred to the capital return column.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets

and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and

is accounted for using the statement of financial position liability method. Deferred tax liabilities are recognised for all

taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits

will be available against which deductible temporary differences can be utilised.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset

is realised. Deferred tax is charged or credited in the revenue return column of the income statement, except when it

relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Investment trusts which have approval under Part 24, Chapter 4 of the Corporation Tax Act 2010 are not liable for taxation

on capital gains.

Classification

Financial assets and financial liabilities

In accordance with UK-adopted international accounting standards and in conformity with the requirements of the

Companies Act 2006, the Company has designated its investments as financial assets at fair value through profit or loss.

i) Financial assets at fair value through profit or loss

The Company has designated all of its investments upon initial recognition as “financial assets at fair value through profit

or loss”. Their performance is evaluated on a fair value basis, in accordance with the risk management and investment

strategies of the Company.

ii) Financial assets at amortised cost

Financial assets that are classified as “financial assets at amortised cost” include cash and cash equivalents, due from

broker and receivables.

iii) Financial liabilities at amortised cost

Financial liabilities at amortised cost include other payables, purchase of investment not yet settled, loan payable and

interest payable.

Derecognition

The Company recognises financial assets and financial liabilities on the date it becomes a party to the contractual

provisions of the instrument. Financial assets are derecognised when the rights to receive cash flows from the financial

assets have expired or where the Company has transferred substantially all risks and rewards of ownership. If

substantially all the risks and rewards have been neither retained nor transferred and the Company has retained control,

the assets continue to be recognised to the extent of the Company’s continuing involvement. Financial liabilities are

derecognised when they are extinguished. Any gains or losses arising from the disposal of financial assets or financial

liabilities (sale proceeds less transaction costs less the original cost of the investment) are recorded in the Income

Statement.

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Sure Ventures plc – Annual Report and Audited Financial Statements 2025

Investments

All investments held by the Company are held at fair value through profit or loss (“FVTPL”) but are also described in

these financial statements as investments held at fair value, and are valued in accordance with the International Private

Equity and Venture Capital Valuation Guidelines (“IPEVCV”) issued in December 2022 as endorsed by the British Private

Equity and Venture Capital Association.

Purchases and sales of unlisted investments are recognised when the contract for acquisition or sale becomes

unconditional.

Cash and cash equivalents

Cash and cash equivalents (which are presented as a single class of asset on the Statement of Financial Position)

comprise cash at bank, cash in hand and deposits with an original maturity of three months or less. The carrying value

of these assets approximates to their fair value.

Payables

Payables are non-interest bearing.

Dividends

Interim dividends are recognised in the year in which they are paid. Final dividends are recognised when they have been

approved by shareholders.

Loan payable

Loan payable is classified and measured at amortised cost; any difference between the proceeds (net of transaction

costs) and the redemption value is recognised over the period of the loan using the effective interest rate method. The

Company initially recognises a loan payable when the Company becomes a party to the contractual provisions of a loan

payable. The Company subsequently measures a loan payable at amortised cost and any interest expenses on a loan

is recognised in the income statement using the effective interest rate method.

Due from and due to broker

Due from and due to broker represent receivables and payables related to unsettled investment transactions and cash

or margin held with brokers. Theses balances are recognised on trade date basis and classified and measured at

amortised cost. Initial recognition is at fair value, with subsequent measurement at amortised cost using the effective

interest rate method.

New standards, amendments and interpretations effective from 1 January 2024

Up to the date of issue of these financial statements, the International Accounting Standards Board (the “IASB”) has

issued a number of amendments, new standards and interpretations which are effective for the period beginning 1

January 2024. These amendments have been endorsed for use in the United Kingdom by the UK Endorsement Board

(UKEB) and which have been adopted in these financial statements.

Amendments to IAS 1 Presentation of Financial Statements – Classification of liabilities as Current or Non-

Current and Non-current Liabilities with Covenants

Under the amendments to IAS 1 Presentation of Financial Statements the classification of certain liabilities as current or

non-current may change (e.g. convertible debt). In addition, the Company may need to provide new disclosures for

liabilities subject to covenants. The amendments noted above are effective from 1 January 2024 and the Company has

adopted these, where relevant, from 1 January 2024 and it has not resulted in any material effect on the financial

statements.

Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures – Supplier

Finance Arrangements

In response to investors’ calls for more transparency of supplier finance arrangements’ impacts on the financial

statements, the IASB has amended IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures. The

amendments introduce additional disclosure requirements for companies that enter into these arrangements. However,

they do not address the classification and presentation of the related liabilities and cash flows.

The amendments and improvements noted above are effective from 1 January 2024 and the Company has adopted

these, where relevant, from 1 January 2024 and it has not resulted in any change to the presentation of these financial

statements.

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Sure Ventures plc – Annual Report and Audited Financial Statements 2025

New or revised accounting standards and interpretations that have been issued but not yet effective for the year

ended 31 December 2024

The following amendments to standards have been issued to date and are not yet effective for the year ended 31

December 2024 and have not been applied nor early adopted, where applicable in preparing these financial statements:

Description

Effective for

accounting period

beginning on or after

Amendments to IAS 21

–

Lack of Exchangeability

1 January 2025

Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial

Instruments

1 January 202

Amendments to IFRS 18

–

Presentation and Disclosure in Financial Statements

1 January 202

The Company is currently still assessing the effect of the forthcoming standard and amendments. No other new standards

or amendments to standards are expected to have a material effect on the financial statements of the Company.

CAPITAL STRUCTURE

Share capital

Ordinary shares are classed as equity. The ordinary shares in issue have a nominal value of one penny and carry one

vote each.

Share premium

This reserve represents the difference between the issue price of shares and the nominal value of shares at the date of

issue, net of related issue costs.

Capital reserve

Unrealised gains and losses on investments held as at the year end arising from movements in fair value, and realised

gains and losses on disposal of investments are taken to the capital reserve. This reserve includes the proportion of

expenses that have been presented as capital items in the income statement.

Revenue reserve

Net revenue profits and losses of the Company.

2) MATERIAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in accordance with UK-adopted international accounting standards in conformity

with the requirements of the Companies Act 2006, requires the Company to make judgements, estimates and

assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities at the

date of the financial statements and the reported amounts of income and expenses during the reporting year. Although

these estimates are based on the directors’ best knowledge of the amount, actual results may differ ultimately from those

estimates.

The areas requiring a higher degree of judgement or complexity and areas where assumptions and estimates are material

to the financial statements are in relation to investments at fair value through profit or loss described below.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are

recognised in the year in which the estimates are revised and in any future years affected.

Equity investments

The unquoted equity assets are valued on a periodic basis using techniques including a market approach, costs approach

and/or income approach. The valuation process is collaborative, involving the finance and investment functions within

the Manager with the final valuations being reviewed by the Manager’s valuation committee.

Shareholders should note that increases or decreases in any of the inputs in isolation may result in higher or lower fair

value measurements. Changes in fair value of all investments held at fair value are recognised in the income statement

as a capital item. On disposal, realised gains and losses are also recognised in the income statement.

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Sure Ventures plc – Annual Report and Audited Financial Statements 2025

3) SEGMENTAL REPORTING

The Company’s board and the Investment Manager consider investment activity in selected equity assets as the single

operating segment of the Company, being the sole purpose for its existence. No other activities are performed.

The directors are of the opinion that the Company is engaged in a single segment of business and operations of the

Company are wholly in the United Kingdom.

4) MANAGEMENT AND PERFORMANCE FEE

Management fee

The management fee is payable quarterly in advance at a rate equal to 1/4 of 1.25% per month of net asset value (the

‘‘Management Fee’’). The aggregate fee payable on this basis must not exceed 1.25% of the net assets of the Company

in any year.

During the year ended 31 March 2025, the Company incurred £205,233 (2024: £138,646) of management fees and as

at 31 March 2025, there was £25,000 (2024: £12,500) payable to the Manager.

Management fee is allocated to revenue and capital expenses in order to reflect the directors’ long-term view of the

nature of the expected investment returns of the Company. The revenue expense is the percentage of investment held

at fair value through profit or loss to the net asset value of the Company. The management fee for the financial year has

been allocated 100% (2024: 100%) to revenue and Nil% (2024: Nil%) to capital. During the year the rebate management

fee amounted to £155,233 (2024: £88,646).

Performance fee

The Manager is entitled to a performance fee, which is calculated in respect of each twelve month period starting on 1

April and ending on 31 March in each calendar year (“Calculation Period”), and the ﬁnal Calculation Period shall end on

the day on which the management agreement is terminated or, if earlier, the business day immediately preceding the

day on which the Company goes into liquidation.

The Manager is entitled to receive a performance fee equal to 15% of any excess returns over a high watermark, subject

to achieving a hurdle rate of 8% in respect of each performance period. There is no performance fee charged during the

year ended 31 March 2025 (2024: £Nil).

5) OTHER EXPENSES

For the year

ended

31 March 2025

For the year

ended

31 March 2024

Auditor’s remuneration – audit fees 39,600 38,950

Directors’ fees 48,000 48,000

VAT expense 33,833 40,737

Legal and other professional 19,027 24,347

Listing fees 18,010 5,923

Service fee expense 10,532 6,506

Other expenses 20,551 15,098

Total other expenses 189,553 179,561

Further details on directors’ fees can be found in the directors’ remuneration report on pages 36 to 38.

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Sure Ventures plc – Annual Report and Audited Financial Statements 2025

6) INTEREST EXPENSE

Interest income and interest expense are accounted for on an accrual basis and recognised in the income statement.

Interest expense for the year ended 31 March 2025 was £34,507 (2024: £22,448).

7) TAXATION

As an investment trust the Company is exempt from corporation tax on capital gains. The Company’s revenue income is

subject to tax, but offset by any interest distribution paid, which has the effect of reducing that corporation tax to Nil (2024:

Nil). This means the interest distribution may be taxable in the hands of the Company’s shareholders.

Any change in the Company’s tax status or in taxation legislation generally could affect the value of investments held by

the Company, affect the Company’s ability to provide returns to shareholders, lead the Company to lose its exemption

from UK Corporation tax on chargeable gains or alter the post-tax returns to shareholders. It is not possible to guarantee

that the Company will remain a non-close company, which is a requirement to maintain status as an investment trust, as

the ordinary shares are freely transferable. The Company, in the event that it becomes aware that it is a close company,

or otherwise fails to meet the criteria for maintaining investment trust status, will as soon as reasonably practicable, notify

shareholders of this fact.

The Company has obtained initial approval of investment trust status from HM Revenue & Customs and the directors

believe that the Company has met the ongoing investment trust requirements since the date of initial approval.

Factors affecting taxation charge for the year

The taxation charge for the year is lower than the standard rate of UK corporation tax of 25.00% (2024: 25.00%). A

reconciliation of the taxation charge based on the standard rate of UK corporation tax to the actual taxation charge is

shown below.

31 March 2025 Revenue

Capital

Total

Return on ordinary activities before taxation

(403,808) 7,831,620 7,427,812

Return on ordinary activities before taxation multiplied by

the standard rate of UK corporation tax of 25.00% (100,952) 1,957,905 1,856,953

Effects of:

Excess management expenses not utilised 100,952 - 100,952

Exemption on capital gains - (1,957,905) (1,957,905)

Total tax charge in income statement

- - -

31 March 2024 Revenue

Capital

Total

Return on ordinary activities before taxation

(368,388) (2,158,090) (2,526,478)

Return on ordinary activities before taxation multiplied by

the standard rate of UK corporation tax of 25.00%

(92,097) (539,523) (631,620)

Effects of:

Excess management expenses not utilised 92,097 539,523 631,620

Effects of:

Total tax charge in income statement

- - -

Overseas taxation

The Company may be subject to taxation under the tax rules of the jurisdictions in which it invests, including by way of

withholding of tax from interest and other income receipts. Although the Company will endeavour to minimise any such

taxes this may affect the level of returns to shareholders.

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Sure Ventures plc – Annual Report and Audited Financial Statements 2025

Factors that may affect future tax charges

As at 31 March 2025, the Company had unrelieved losses of £2,491,580 (2024: £2,087,772) available to offset future

taxable revenue. A deferred tax asset of £622,895 (2024: £521,943) has not been recognised because the Company is

not expected to generate sufficient taxable income in future periods in excess of the available deductible expenses and

accordingly, the Company is unlikely to be able to reduce future tax liabilities through the use of existing surplus losses.

The 2025 deferred tax asset not recognised has been calculated at 25% (2024: 25%), being the substantively enacted

corporation tax rate expected to be applicable at the date of reversal of the Company’s unrelieved losses, should this

reversal occur. Due to historic reallocations of income statement items between those of a revenue nature and a capital

nature, the comparative unrelieved losses and deferred tax asset not recognised have been restated.

Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of investments because

the Company meets (and intends to continue for the foreseeable future to meet) the conditions for approval as an

investment trust company.

8) EARNINGS PER SHARE

For the financial year ended 31 March 2025 Revenue

pence

Capital

pence

Total

pence

Earnings per ordinary share

(5.36)p 103.87p 98.51p

The calculation of the above is based on revenue returns of (£403,808), capital returns of £ 7,831,620 and total returns

of £7,427,812 and the weighted average number of ordinary shares of 7,540,033 as at 31 March 2025.

For the financial year ended 31 March 2024 Revenue

pence

Capital

pence

Total

pence

Earnings per ordinary share

(5.31)p (31.10)p (36.41)p

The calculation of the above is based on revenue returns of (£368,388), capital returns of (£2,158,090) and total returns

of (£2,526,478) and the weighted average number of ordinary shares of 6,938,133 as at 31 March 2024.

9) FAIR VALUE MEASUREMENTS

(a) Movements in the year

As of 31 March

2025

As of 31 March

2024

Opening cost

Opening fair value 6,236,446 8,196,153

Purchases at cost 673,222 662,460

Sales - (464,077)

Realised loss - (271,039)

Unrealised gain/(loss) 7,940,984 (1,735,329)

Unrealised loss on foreign exchange (109,364) (151,722)

Closing fair value as at 31 March 2025 and 2024 14,741,288 6,236,446

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Sure Ventures plc – Annual Report and Audited Financial Statements 2025

(b) Accounting classifications and fair values

IFRS 13 requires the Company to classify its financial instruments held at fair value using a hierarchy that reflects the significance of the inputs used in the valuation methodologies.

These are as follows:



Level 1 – quoted prices in active markets for identical investments;



Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayments, credit risk, etc.); and



Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments).

The following sets out the classifications used as at 31 March 2025 in valuing the Company’s investments:

Carrying amount

Fair value

31 March 2025

Mandatorily

at FVTPL

Financial

assets at

amortised

cost

Other

financial

liabilities

Total

carrying

amount

Level 1 Level 2 Level 3 Total

£ £ £ £

Financial assets measured at fair value

Investments in quoted equity assets 5,580 - - 5,580 5,580 - - 5,580

Investments in unquoted equity assets 14,735,708 - - 14,735,708 - - 14,735,708 14,735,708

14,741,288 - - 14,741,288 5,580 - 14,735,708 14,741,288

Financial assets not measured at fair value

Cash and cash equivalents - 5,754 - 5,754

Due from broker - 3,600 - 3,600

- 9,354 - 9,354

Financial liabilities not measured at fair value

Loan payable - - 440,000 440,000

Interest payable - - 63,746 63,746

Due to broker - - 160,500 160,500

Other payables - - 114,354 114,354

- - 778,600 778,600

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Sure Ventures plc – Annual Report and Audited Financial Statements 2025

Carrying amount

Fair value

31 March 2024

Mandatorily

at FVTPL

Financial

assets at

amortised

cost

Other

financial

liabilities

Total

carrying

amount

Level 1 Level 2 Level 3 Total

£ £ £ £

Financial assets measured at fair value

Investments in quoted equity assets 3,642 - - 3,642 3,642 - - 3,642

Investments in unquoted equity assets 6,232,804 - - 6,232,804 - - 6,232,804 6,232,804

6,236,446 - - 6,236,446 3,642 - 6,232,804 6,236,446

Financial assets not measured at fair value

Cash and cash equivalents - 65,209 - 65,209

Receivables - 8,527 - 8,527

- 73,736 - 73,736

Financial liabilities not measured at fair value

Loan payable - - 400,000 400,000

Interest payable - - 29,238 29,238

Other payables - - 61,214 61,214

- - 490,452 490,452

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Sure Ventures plc – Annual Report and Audited Financial Statements 2025

10) RECEIVABLES

31 March 2025

31 March 2024

Prepayments - 8,527

Total receivables

- 8,527

The above receivables do not carry any interest and are short-term in nature. The directors consider that the carrying

values of these receivables approximate their fair value.

11) LOAN PAYABLE

The Company entered into a loan facility agreement of £1,000,000 with Shard Merchant Capital Limited dated 23 April

2018. Effective 12 January 2024, the maturity date of the loan agreement was extended to 23 April 2028. During the

financial years ended 31 March 2025 and 2024, the Company drew down £40,000 and £255,000, respectively, on this

loan facility agreement at an interest rate of 8% per annum. During the financial years ended 31 March 2025 and 2024,

the Company repaid £Nil and £55,000, respectively, on this loan facility agreement.

The below table shows the details of the loan payable with interest payable as at 31 March 2025 and 2024.

As at 31 March 2025 As at 31 March 2024

Nominal

Interest Nominal Interest

£ £ £

Loan payable* 440,000 63,746 400,000 29,238

The Company repaid £440,00 principal and £65,096 interest on 14 April 2025 and 10 June 2025 respectively.

12) DUE TO BROKER

Amounts due to brokers represent payables for securities purchased/sold that have been contracted for but not yet settled

or delivered on the Statement of Financial Position date respectively. As at 31 March 2025, there were due to broker of

£160,500 (2024: £Nil).

13) OTHER PAYABLES

31 March 2025

31 March 2024

Accruals and deferred income 114,354 61,214

Total other payables

114,354 61,214

The above payables do not carry any interest and are short-term in nature. The directors consider that the carrying values

of these payables approximate their fair value.

14) ORDINARY SHARE CAPITAL

The table below details the issued share capital of the Company as at the date of the financial statements.

Issued and allotted No. of shares

31 March 2025

No. of shares

31 March 2024

Ordinary shares of 1 penny each 7,948,130 79,479 7,051,600 70,514

The following table details the subscription activity for the year ended 31 March 2025.

31 March 2025 31 March 2024

Balance as at 1 April 7,051,600 6,646,472

Ordinary shares issued 896,530 405,128

Balance as at 31 March 7,948,130 7,051,600

During the years ended 31 March 2025 and 2024, all proceeds from the issues were received.

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Sure Ventures plc – Annual Report and Audited Financial Statements 2025

15) NET ASSET VALUE PER ORDINARY SHARE

Year ended 31 March 2025

Year ended 31 March 2024

Net asset

value per

ordinary

pence

Net assets

attributable

Net asset

value per

ordinary

pence

Net assets

attributable

Ordinary shares of 1 penny each 175.79p 13,972,042 82.53p 5,819,730

The net asset value per ordinary share is based on net assets as at 31 March 2025 of £13,972,042 (2024: £5,819,730)

and on 7,948,130 (2024: 7,051,600) ordinary shares in issue as at the year end.

16) CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS

The Company may invest in Sure Valley Ventures, Sure Valley Ventures Enterprise Capital LP or other collective

investment vehicles, subscriptions to which are made on a commitment basis. The Company will be expected to make a

commitment that may be drawn down, or called, from time to time at the discretion of the Manager of the other collective

investment vehicle. The Company will usually be contractually obliged to make such capital call payments and a failure

to do so would usually result in the Company being treated as a defaulting investor by the collective investment vehicle.

The Company has to satisfy capital calls on its commitments and will do through a combination of reserves, and where

applicable the realisation of cash and cash equivalents and liquid investments (as each expression is defined in the

prospectus dated 17 November 2017), anticipated future cash flows to the Company, the use of borrowings and,

potentially, further issues of shares.

As at 31 March 2025, the Company had outstanding commitments in relation to the Sure Valley Ventures in the amount

of €0.2 million (2024: €0.2 million) and for Sure Valley Ventures Enterprise Capital LP in the amount of £3.8 million (2024:

£4.5 million).

17) RELATED PARTY TRANSACTIONS AND TRANSACTIONS WITH THE MANAGER

Directors – The remuneration of the directors is set out in the directors’ remuneration report on pages 36 to 38. There

were no contracts subsisting during or at the end of the year in which a director of the Company is or was interested and

which are or were significant in relation to the Company’s business. There were no other transactions during the year

with the directors of the Company. The directors do not hold any ordinary shares of the Company.

As at 31 March 2025, there was £1,287 (2024: £4,343) payable to the Her Majesty’s Revenue and Customs (“HMRC”)

for taxes on the Directors’ fees and expenses.

Manager – Shard Capital AIFM LLP (the “Manager”), a UK-based company authorised and regulated by the Financial

Conduct Authority, has been appointed as the Company’s Manager and Alternative Investment Fund Manager for the

purposes of the Alternative Investment Fund Managers Directive. Details of the services provided by the Manager and

the fees paid are given in note 4.

During the year ended 31 March 2025, the Company incurred £205,233 (2024: £138,646) of management fees and as

at 31 March 2025, there was £25,000 (2024: £12,500) payable to the Manager. During the year ended 31 March 2025,

the Company received a rebate management fee of £155,233 (2024: £88,646) from the Manager.

During the year ended 31 March 2025, the Company paid £25,500 (2024: £16,999) of placement fees to Shard Capital

Partners LLP.

The Company paid corporate broking retainer fees of £9,780 (2024: £12,280) (excluding VAT) to Shard Capital Partners

LLP during the year ended 31 March 2025.

The Company has investments in Sure Valley Ventures, the sub-fund of Suir Valley Funds ICAV and Sure Valley

Ventures Enterprise Capital LP, amounting to £13,920,570 (2024: £5,932,789) and £815,138 (2024: £300,014)

respectively. These funds are also managed by the Manager.

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Sure Ventures plc – Annual Report and Audited Financial Statements 2025

18) FINANCIAL RISK MANAGEMENT

The Company’s investment objective is to achieve capital growth for investors pursuant to the investment policy outlined

in the prospectus, this involves certain inherent risks. The main financial risks arising from the Company’s financial

instruments are market risk, credit risk and liquidity risk. The board reviews and agrees policies for managing each of

these risks as summarised below.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate. Market risk comprises

three types of risk, price risk, interest rate risk and currency risk.



Price risk - the risk that the fair value or future cash flows of financial instruments will fluctuate because of changes in

market prices (other than those arising from interest rate risk or currency risk);



Interest rate risk - the risk that the fair value or future cash flows of financial instruments will fluctuate because of

changes in market interest rates; and



Currency risk - the risk that the fair value or future cash flows of financial instruments will fluctuate because of changes

in foreign exchange rates.

The Company’s exposure, sensitivity to and management of each of these risks is described below. Management of

market risk is fundamental to the Company’s investment objective. The investment portfolio is continually monitored to

ensure an appropriate balance of risk and reward within the parameters of the investment restrictions outlined in the

prospectus.

(a) Price risk

Price risk arises mainly from uncertainty about future prices of financial instruments used in the Company’s business. It

represents the potential loss the Company might suffer through holding market positions in the face of price movements

(other than those arising from interest rate risk or currency risk) specifically in equity investments purchased in pursuit of

the Company’s investment objective, held at fair value through the profit and loss.

As at 31 March 2025 and 2024, the Company held three direct private and quoted equity investments in the participating

shares of Sure Valley Ventures, a sub-fund of Suir Valley Funds ICAV, Sure Valley Ventures Enterprises Capital LP and

Huddled Group Plc.

As at 31 March 2025 and 2024, the investments in Sure Valley Ventures and Sure Valley Ventures Enterprises Capital

LP are valued at the net asset values of the entities, as calculated by their administrators. As at 31 March 2025 and 2024,

the investment in Huddled Group Plc is valued at the closing market price on the exchange where the instrument is

actively traded.

As at 31 March 2025, had the fair value of investments strengthened by 10% with all other variables held constant, net

assets attributable to holders of participating shares would have increased by £1,474,129 (2024: £623,645). A 10%

weakening of the market value of investments against the above would have resulted in an equal but opposite effect on

the above financial statement amounts to the amounts shown above, on the basis that all other variables remain constant.

Actual trading results may differ from this sensitivity analysis and the difference may be material.

(b) Interest rate risk

Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair values of

financial instruments.

The Company finances its operations mainly through its share capital and reserves, including realised gains on

investments.

Exposure of the Company’s financial assets and financial liabilities to floating interest rates (giving cash flow interest rate

risk when rates are reset) and fixed interest rates (giving fair value risk) as at 31 March 2025 and 31 March 2024 is

shown overleaf:

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Sure Ventures plc – Annual Report and Audited Financial Statements 2025

31 March 2025

31 March 2024

Financial instrument

Floating

rate

Fixed or

administered

rate

Total

Floating

rate

Fixed or

administered

rate

Total

Cash and cash

equivalents - 5,754 5,754 - 65,209 65,209

Loan payable - (440,000) (440,000) - (400,000) (400,000)

Total exposure - (434,246) (434,246) - (334,791) (334,791)

An administered rate is not like a floating rate, movements in which are directly linked to LIBOR. The administered rate

can be changed at the discretion of the counterparty.

As at 31 March 2025, the Company’s largest investment is denominated in Euro whereas its functional and presentation

currency is pound sterling. Consequently, the Company is exposed to risks that the exchange rate of its currency relative

to Euro may change in a manner that has an adverse effect on the fair value of the Company’s assets.

As at the reporting date the carrying value of the Company’s financial assets and financial liabilities held in individual

foreign currencies as a percentage of its net assets were as follows:

Foreign currency exposure as a percentage of net assets

31 March 2025 31 March 2024

Euro 100% 102%

Sensitivity analysis

If the Euro exchange rates increased/decreased by 10% against pound sterling, with all other variables held constant,

the increase/decrease in the net asset attributable to the Company arising from a change in financial assets at fair value

through profit or loss, which are denominated in Euro, would have been +/- £1,392,057 (2024: +/- £593,279).

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to

discharge an obligation.

The Company’s credit risks arise principally through cash deposited with banks, which is subject to risk of bank default.

The Company ensures that it only makes deposits with institutions with appropriate financial standing.

Due to the low credit risk of the financial assets at amortised cost, the expected credit loss (“ECL”) was determined to be

immaterial and no impairment was recognised on the Company in the year ended 31 March 2025.

Liquidity risk

Liquidity risk is the risk that the Company will have difficulty in meeting its obligations in respect of financial liabilities as

they fall due.

The Company manages its liquid resources to ensure sufficient cash is available to meet its expected contractual

commitments. It monitors the level of short-term funding and balances the need for access to short-term funding, with

the long-term funding needs of the Company.

Capital management

The Company’s capital is represented by ordinary shares and reserves.

The Company’s primary objectives in relation to the management of capital are:

 to maximise the long-term capital growth for its shareholders pursuant to its investment objective; and

 to ensure its ability to continue as a going concern.

The Company manages its capital structure and liquidity resources to meet its obligations as described above.

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Sure Ventures plc – Annual Report and Audited Financial Statements 2025

Borrowing limits

Pursuant to the Prospectus dated 17 November 2017, the Company can deploy gearing up to 20% of the net asset value

of the Company (calculated at the time of borrowing) to seek to enhance returns and for the purpose of capital flexibility

and efficient portfolio management. During the financial years ended 31 March 2025 and 2024, the Company drew down

£40,000 and £255,000, respectively, on this loan facility agreement at an interest rate of 8% per annum. During the

financial years ended 31 March 2025 and 2024, the Company repaid £Nil and £55,000, respectively, on this loan facility

agreement.

19) ULTIMATE CONTROLLING PARTY

It is the opinion of the directors that there is no ultimate controlling party.

20) EVENTS AFTER THE REPORTING PERIOD

On 11 April 2025 Sure Ventures Plc received it’s share of the Getvisibility sale proceeds, amounting to EUR 1.8m

(£1,769,809), for Sure Valley Ventures Fund I. Shortly after receipt of funds, Sure Ventures Plc repaid the principal

element of its loan from Shard Merchant Capital Limited in full.

No other significant event occurred subsequent to the year end.

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8 Alternative Performance

Measures (“APMs”)

APMs are often used to describe the performance of investment companies although they are not specifically defined

under UK-adopted international accounting standards. Calculations for APMs used by the Company are shown below.

Ongoing charges

A measure expressed as a percentage of average net assets, of the regular, recurring annual costs of running an

investment company, calculated using a methodology consistent with that published by the AIC.

Year ended 31 March 2025

Page

Average NAV (£’000) a not applicable £12,318

Recurring costs (£’000) b 47 £401

b/a 3.26%

Year ended 31 March 2024

Page

Average NAV (£’000) a not applicable £7,115

Recurring costs (£’000) b 47 £365

b/a 5.13%

Premium/(Discount)

The amount, expressed as a percentage, by which the share price is more than the NAV per share.

As at 31 March 2025

Page

NAV per ordinary share a not applicable 175.79p

Share price b not applicable 85.51p

(b-a)/a (51.36%)

As at 31 March 2024

Page

NAV per ordinary share a not applicable 82.53p

Share price b not applicable 73.50p

(b-a)/a (10.94%)

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Sure Ventures plc – Annual Report and Audited Financial Statements 2025

Total return

A measure of performance that includes both income and capital returns. This takes into account capital gains and

reinvestment of any dividends paid out by the Company, with reinvestment on ex-dividend date.

Year ended 31 March 2025

Page NAV Share price

Opening as at 1 April 2024 (p) a 2 82.53 73.50

Closing at 31 March 2025 (p) b 2 175.79 85.51

Dividend reinvestment factor c n/a 1 1

Adjusted closing (d = b x c) d 175.79 85.21

Total return (d-a)/a 113.00 (16.34)

Year ended 31 March 2024

Page NAV Share price

Opening as at 1 April 2023 (p) a 2 119.81 95.00

Closing at 31 March 2024 (p) b 2 82.53 73.50

Dividend reinvestment factor c n/a 1 1

Adjusted closing (d = b x c) d 82.53 73.50

Total return (d-a)/a (31.12%) (22.63%)

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Sure Ventures plc – Annual Report and Audited Financial Statements 2025

9 Glossary

Code

UK Corporate Governance Code

Alternative Investment Fund or

“AIF”

An investment vehicle under AIFMD. Under AIFMD (see below) Sure

Ventures

plc is classified as an AIF.

Alternative Investment Fund

Managers Directive or “AIFMD”

A European Union directive which came into force on 22 July 2013 and has

been implemented in the U

nited

ingdom

Annual General Meeting or “AGM” A meeting held once a year which shareholders can attend and where they

can vote on resolutions to be put forward at the meeting and ask directors

questions about the company in which they are invested.

he Company

Sure Ventures plc

Custodian

An entity that is appointed to safeguard a company’s assets.

Discount The amount, expressed as a percentage, by which the share price is less

than the net asset value per share.

Depositary Certain AIFs must appoint depositaries under the requirements of AIFMD. A

depositary’s duties include, inter alia, safekeeping of a company’s assets and

cash monitoring. Under AIFMD the depositary is appointed under a strict

liability regime.

Dividend

Income receivable from an investment in shares.

Ex-dividend date The date from which you are not entitled to receive a dividend which has been

declared and is due to be paid to shareholders.

Financial Conduct Authority or

“FCA”

The independent body that regulates the financial services industry in the

United Kingdom

Gearing effect

The effect of borrowing on a company’s returns.

Index A basket of stocks which is considered to replicate a particular stock market

or sector.

Investment company

A company formed to invest in a diversified portfolio of assets.

Investment trust An investment company which is based in the UK and which meets certain

tax conditions which enables it to be exempt from UK corporation tax on its

capital gains. The Company is an investment trust.

Liquidity

The extent to which investments can be sold at short notice.

Net assets or net asset value

(

“

NAV

”

)

An investment company’s assets less its liabilities.

NAV per ordinary share Net assets divided by the number of ordinary shares in issue (excluding any

shares held in treasury)

Ordinary

hares

The Company

’

s ordinary shares in issue.

Portfolio A collection of different investments held in order to deliver returns to

shareholders and to spread risk.

Relative performance

Measurement of returns relative to an index.

Share buyback A purchase of a company’s own shares. Shares can either be bought back

for cancellation or held in treasury.

Share price

The

price of a share as determined by a relevant stock market.

Treasury shares A company’s own shares which are available to be sold by a company to raise

funds.

Volatility A measure of how much a share moves up and down in price over a period

of time.

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Sure Ventures plc – Annual Report and Audited Financial Statements 2025

10 Shareholders’

Information

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Directors, Portfolio Manager and Advisers

Directors Administrator

Perry Wilson Apex Fund Services (Ireland) Limited

Gareth Burchell 2nd Floor, Block 5

St. John Agnew Irish Life Centre

Abbey Street Lower

Dublin 1 D01 P767

Ireland

Registered Office Company Secretary

International House Apex Secretaries LLP

36-38 Cornhill 6th Floor

London EC3V 3NG 125 London Wall

United Kingdom London EC2Y 5AS

United Kingdom

Manager and AIFM Registrar

Shard Capital AIFM LLP Computershare Investor Services PLC

International House The Pavilions

36-38 Cornhill Bridgewater Road

London EC3V 3NG Bristol BS99 6ZZ

United Kingdom United Kingdom

Placing Agent Depositary

Shard Capital Partners LLP INDOS Financial Limited

International House 27-28 Clements Lane

36-38 Cornhill London EC4N 7AE

London EC3V 3NG United Kingdom

United Kingdom

Website Independent Auditor

http://www.sureventuresplc.com PKF Littlejohn LLP

15 Westferry Circus

Canary Wharf

London E14 4HD

United Kingdom

Share Identifiers

ISIN: GB00BYWYZ460

SEDOL: BYWYZ46

EPIC: SURE

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11 Investment Policy

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Investment Policy

Asset allocation

The investment policy of the Company is to seek exposure to early stage technology companies, with a focus on software-

centric businesses in four chosen target markets:

* Augmented reality and virtual reality (AR/VR)

* Financial technology (FinTech)

* The internet of things (IoT)

* Artificial Intelligence (AI)

The Company may invest directly in investee companies or obtain exposure to such companies through investment in

collective investment vehicles, including Sure Valley Ventures (the “Funds”) and any further funds, which have investment

policies that are complementary to that of the Company. Investments may be made using such instruments as the

Company in conjunction with Shard Capital AIFM LLP (the “Manager”) may determine but are expected to predominantly

comprise equities and equity-linked securities (including shares, preference shares, convertible debt instruments,

payment-in-kind notes, debentures, warrants and other similar securities) and may include derivative instruments,

contractual rights and other similar interests that grant the Company rights equivalent or similar to those conferred by

equity and equity-linked securities.

The Company may implement its investment policy by investing in class A shares of the Fund and by investing in any

further funds and collective investment vehicles managed by third parties. The Company will have discretion as to how

to make investments, although it is anticipated that investments in the Funds will represent between 10% and 100% of

the Company’s portfolio at any given time, and that investments in any further funds and collective investment vehicles

managed by third parties may similarly constitute a material proportion of the Company’s net asset value subject to the

Company’s investment restrictions.

DIVERSIFICATION

The Company will seek to hold a diversified portfolio of investments and, once the assets of the Company, the Funds

and any other collective investment vehicles through which the Company invests are each fully invested, expects to have

a direct or indirect holding of between 20 and 30 investments. It is intended that the Company would ordinarily acquire a

significant interest, consisting generally of between 20% and 50% of an investee company’s equity capital. The Company

does not envisage taking management control of a portfolio company other than in exceptional circumstances and on a

temporary basis, and only if it is considered that such action would be necessary to secure the interests of the Company.

The Company has the option to invest directly in quoted companies. Furthermore, a portfolio company may seek a

flotation in which case: (i) the Company may continue to hold such investments without restriction; and (ii) the Company

may make follow-on investments in such portfolio companies.

The Company’s investments will not be constrained by geographical limits. However, it is expected that the Company’s

portfolio will predominantly be exposed to companies that have their principal operations in the UK, Republic of Ireland

or elsewhere in the European Economic Area. In addition, the Company will aim to satisfy the following guideline criteria

for its portfolio:

• no more than 15% of the Company’s NAV in a single investment and no more than 60% of the Company’s NAV

invested in a further fund or collective investment vehicle managed by a third party,

• invest in a further funds or collective investment vehicle managed by a third party only if such further funds or

collective investment vehicle has an investment policy that is consistent with the investment policy of the Company,

• no investment in companies whose primary business is acquisition or development of real estate,

• no investments in real estate assets, and

• no more than 15% of the Company’s NAV to a counterparty in relation to the utilisation of derivatives (including for

investment and hedging purposes).

BORROWING

The Company may borrow (through bank or other facilities) a maximum of 20% of net asset value in aggregate (calculated

at the time of borrowing) to seek to enhance returns and for the purpose of capital flexibility and efficient portfolio

management. The Company’s gearing is expected to primarily comprise bank borrowings but may include the use of

derivative instruments and such other methods as the board may determine. The board will review the Company’s

borrowing policy, in conjunction with the Manager, on a regular basis.

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Sure Ventures plc – Annual Report and Audited Financial Statements 2025

HEDGING

Fluctuations in interest rates are influenced by factors outside the Company’s control, and can adversely affect the

Company’s results and profitability in a number of ways. The Company’s investment in the Funds will be denominated in

Euro. The Company may use derivatives, including forward foreign exchange contracts and contracts for difference, to

seek to hedge against any currency risk between the currency of the Company’s investment in the Funds and pound

sterling, the base currency of the Company. Shareholders should note that there is no guarantee that such hedging

arrangements will be utilised or, if so, will be successful.

CASH MANAGEMENT

The Company may hold cash on deposit and may invest in cash equivalent investments, including short-term investments

in money market type funds, tradeable debt securities and government bonds and securities (‘‘cash and cash

equivalents’’). There is no restriction on the amount of cash and cash equivalents that the Company may hold and there

may be times when it is appropriate for the Company to have a significant cash or cash equivalent position instead of

being fully or near fully invested. In order to efficiently allocate all of the Company’s available funds, the Company may

make short- and medium-term investments in relatively liquid assets that are in accordance with the Company’s

investment policy (‘‘liquid investments’’). Such liquid investments may include shares, bonds and other debt instruments

issued by companies as well as shares, units or other interests in collective investment schemes, other investment funds,

exchange traded funds and fixed income investments. Prior to the full drawdown of the Company’s commitment to the

Funds, the cash held by the Company will be utilised in accordance with the Company’s stated investment policy and

cash management policy. The directors, on advice from the Manager, consider that it is the interests of shareholders for

the cash held by the Company in respect of its commitment to the Funds to potentially be available for investment in

suitable investment opportunities pending drawdown by the Funds.

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Website

The Company’s website can be found at http://www.sureventuresplc.com. The site provides visitors with Company

information and literature downloads.

The Company’s profile is also available on third-party sites such morningstar.co.uk.

Annual report

Copies of the annual report may be obtained from the Company Secretary or by visiting www.sureventuresplc.com.

Share prices and net asset value information

The Company’s ordinary shares of 1p each are quoted on the London Stock Exchange:



ISIN: GB00BYWYZ460



SEDOL: BYWYZ46



EPIC: SURE

The codes above may be required to access trading information relating to the Company on the internet.

Electronic communications with the Company

The Company’s annual report and accounts, half-yearly reports and other formal communications are available on the

Company’s website. To reduce costs the Company’s half-yearly accounts are not posted to shareholders but are instead

made available on the Company’s website.

Whistleblowing

As the Company has no employees, the Company does not have a whistleblowing policy. The audit committee reviews

the whistleblowing procedures of the Manager and the Administrator to ensure that the concerns of their staff may be

raised in a confidential manner.

Warning to shareholders – share fraud scams

Fraudsters use persuasive and high-pressure tactics to lure investors into scams. They may offer to sell shares that turn

out to be worthless or non-existent, or to buy shares at an inflated price in return for an upfront payment. While high

profits are promised, if you buy or sell shares in this way, you will probably lose your money.

How to avoid share fraud



Keep in mind that firms authorised by the Financial Conduct Authority are unlikely to contact you out of the blue with

an offer to buy or sell shares.



Do not get into a conversation, note the name of the person and firm contacting you and then end the call.



Check the Financial Services Register from www.fca.org.uk to see if the person and firm contacting you is authorised

by the Financial Conduct Authority.



Beware of fraudsters claiming to be from an authorised firm, copying its website or giving you false contact details.



Use the firm’s contact details listed on the register maintained by the Financial Conduct Authority if you want to call it

back.



Call the Financial Conduct Authority on 0800 111 6768 if the firm does not have contact details on the register or you

are told they are out of date.



Search the list of unauthorised firms to avoid at www.fca.org.uk/scams.



Consider that if you buy or sell shares from an unauthorised firm you will not have access to the Financial Ombudsman

Service or Financial Services Compensation Scheme.



Think about getting independent financial and professional advice before you hand over any money.



Remember: if it sounds too good to be true, it probably is.

5,000 people contact the Financial Conduct Authority about share fraud each year, with victims losing an average of

£20,000.

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Report a scam

If you are approached by fraudsters, please tell the FCA using the share fraud reporting form at fca.org.uk /scams, where

you can find out more about investment scams.

You can also call the FCA Consumer Helpline on 0800 111 6768.

If you have already paid money to share fraudsters, you should contact Action Fraud on 0300 123 2040.

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