1
ANNUAL REPORT & ACCOUNTS 2025
Puma VCT 13 plc
Contents
1
Officers and
Professional Advisers
24
Directors'
Report
2
Chairman’s
Statement
27
Directors’
Remuneration Report
4
Financial
highlights
28
Corporate Governance
Statement
5
Portfolio
diversification
32
Independent
Auditor’s Report
6
Investment Manager’s
Report
40
Income
Statement
8
Qualifying
investments
41
Balance
Sheet
12
Liquidity management
investments
42
Statement of
Cash Flows
14
Investment
portfolio summary
43
Statement of
Changes in Equity
15
Significant
investments
44
Notes to the
Financial Statements
19
Directors'
biographies
56
Notice of Annual
General Meeting
20
Strategic Report
1
Officers and
Professional Advisers
Directors
David Buchler (Chairman)
Graham Shore
Stephen Hazell-Smith
Secretary
Eliot Kaye
Registered Number
10376236
Registered Office
Cassini House
57 St James’s Street
London
SW1A 1LD
Investment Manager
Puma Investment Management Limited
Cassini House
57 St James’s Street
London
SW1A 1LD
Registrar
Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
B62 8HD
Administrator
PI Administration Services Limited
Cassini House
57 St James’s Street
London
SW1A 1LD
Independent Auditor
MHA
6th Floor
2 London Wall Place
London
EC2Y 5AU
Sponsors and Solicitors
Howard Kennedy
No 1 London Bridge
London
SE1 9BG
Bankers
The Royal Bank of Scotland plc
250 Bishopsgate
London
EC2M 4AA
VCT Tax Advisor
Shoosmiths LLP
1 Bow Churchyard
London
EC4M 9DQ
Custodian
Pershing Securities Limited
1 Canada Square
London
E14 5AL
J.P. Morgan SE,
Luxembourg Branch
European Bank & Business Centre
6, route de Trèves
L-2633 Senningerberg
Luxembourg
Howard Kennedy
No 1 London Bridge
London
SE1 9BG
Chairman’s Statement
Overview
The Company’s Net Asset Value (“NAV”) per share at the end of the year
stood at 122.28p (2024: 124.48p), a decrease of 2.20p (1.77%) from the same
time in the previous year. The decrease is after the payment of the 3p per
share dividend during the year.
The Company’s profit for the year was £0.2m (2024: Loss £8.1m).
Fundraising
During the year, the Company undertook a further fundraising. The
Company raised £55.9m during the year, with a further £32.6m raised
after the year-end following a strong demand for the offer and the
activation of the over-allotment facility.
This equity issue gives the Company substantial deployable funds and
will help spread fixed costs over a wider shareholder base. It also gives
the Company the ability to expand the portfolio substantially.
Investment activity and portfolio
2024-25 saw three new qualifying investments during the year, made,
alongside other Puma managed funds. These investments were: £4.7m
into Aveni, a RegTech company that uses AI to digitise and automate quality
assurance processes for financial services firms; £3.7m into NRG, a company
that runs inclusive, lower cost gyms across the country, and £2.9m into
Semeris, a legal document management software company designed to assist
financial services companies in reviewing, analysing, and summarising legal
documentation. This brings the overall number of qualifying investments to 23.
In addition, follow-on investments were made: £5.2m into Bikmo; £3.0m
into Le Col; £6.0m into Pockit, £1.0m into Ron Dorff, £0.8m into Iris and
£0.2m into Thingtrax.
The Company’s holdings in Pockit, Iris and CameraMatics have generated
the largest positive valuation movements. Le Col and Everpress had the
largest negative valuation movements in the year.
During the year, Pockit, a specialist in pre-paid spending cards, acquired
Monese and raised 3rd party equity at a valuation that resulted in a significant
increase in the valuation since the previous year end in February 2024.
The valuation of Iris, a specialist in cleaning speech and other audio using
AI, has increased in the year under review having previously been held at
cost at February 2024. The Company has completed follow on investment
rounds, led by BOKA Capital. Iris continue to build up the pipeline of
opportunities, particularly in the mission critical vertical in the US.
CameraMatics, which provides fleet management solutions, continues
to steadily grow its contracted Annual Recurring Revenue (ARR) across
the UK, EU and US, with the enterprise value steadily increasing as a
result of the strong growth in the committed orderbook and favourable
market dynamics.
I am pleased to present the report and financial statements
for Puma VCT 13 plc (“the Company”) for the year to 28 February
2025. It has been another successful year for the Company
and I am delighted to be able to report on its highlights.
2
Three new
portfolio
companies added
in the year taking
the total number of
investments to 25.
A further two
investments made
since year-end
£55.9m raised
during the year and
a further £32.6m
raised post year-
end following
strong demand and
exercise of the over-
allotment facility
3p per share
dividend paid
during the year
The trading environment has remained challenging
for Everpress, the fashion platform. There remain some
exciting launches in the pipeline, however several
larger launches have not been performing in line with
expectation and taking longer to come through the
pipeline. The valuation has been marked down to reflect
the tighter finances and lower than expected growth.
Trading continues to be challenging for Le Col,
the supplier of high-end bicycle clothing, as the whole
industry has experienced. Like its peers, the company
engages in promotions and sales discounting to
drive sales volume, but limits the impact of this to
protect margins. As a result of the tough trading
environment, the valuation has been written down
since February 2024.
NAV
The NAV per share at the year-end was 122.28p (2024:
124.48p). This figure reflects the initial funds raised
less the costs of issue, payment of the dividend and
movements in the value of the portfolio and running
costs of the Company.
VCT qualifying status
Shoosmiths LLP provides the Board and the Investment
Manager with advice on the ongoing compliance with
HMRC rules and regulations concerning VCTs and
has reported no issues in this regard for the Company
to date. Shoosmiths and other specialist advisors
will continue to assist the Investment Manager in
establishing the status of potential investments as
qualifying holdings. Shoosmiths will continue to monitor
rule compliance and maintaining the qualifying status
of the Company’s holdings in the future.
Changes to listing rules
We are pleased to acknowledge the recent changes
in the UK listing rules, which took effect on 29 July
2024. These reforms, introduced by the Financial
Conduct Authority (FCA), represent the most
significant overhaul of the UK's listing regime in
over three decades.
The new rules are designed to support a wider range
of companies in issuing their shares on UK exchanges,
thereby increasing opportunities for investors. By
simplifying the listings regime into a single category
and streamlining eligibility criteria, the FCA has aligned
the UK's market standards with international norms
while ensuring that investors have the necessary
information to make informed decisions.
The Company is listed on the LSE as a Closed Ended
Investment Fund and importantly, these changes do
not affect the operations and management of the VCT.
Our commitment to maintaining robust governance
and operational excellence remains steadfast.
Outlook
Compared to the second half of last year, which saw a
fall in confidence and growth rate, there are reasons
for cautious optimism when considering the outlook
for the UK economy. Despite considerable geopolitical
turmoil, inflation remains largely under control, interest
rates have been lowered, and there have been some
positive movements in GDP.
On the other hand, the recent rise in employers’
National Insurance and the increase in minimum wage
will inevitably place extra pressure on businesses and
the UK's economic outlook is closely tied to global
trends, over which it has limited control.
On that basis, we are assessing the UK investment
environment for scale-ups on the assumption
that conditions in the UK will continue to improve
marginally, without particularly strong growth but also
without a sharp deterioration.
Those conditions should be sufficient for several
sectors to thrive. For example, the UK technology
sector continues to grow rapidly, driven by
advancements in AI, cybersecurity, and fintech.
Innovative, agile SMEs of the type this VCT typically
targets present promising opportunities in such
circumstances.
David Buchler
Chairman
17 June 2025
3
CHAIRMAN STATEMENT > CONTINUED
4
Financial highlights
AS AT 28 FEBRUARY 2025
Company details and performance
Fundraising and cash Qualifying investment activity
£165.87m
Net Assets
£58.4m 65%
of NAV invested in qualifying
investments
£55.9m
Cash raised during the year
16%
Increase in qualifying
value over cost
New investments in year
ending February 2025
£32.6m 3
Cash raised post year-end
122.28p
NAV / Share
3p
Dividend in the year
Available for new investments
as at the year-end
5
Portfolio diversification
AS AT 28 FEBRUARY 2025
Invested by sector (fair value)
5%
Marketplace
45%
Consumer
5%
B2B2C
45%
B2B
Invested by business model (fair value)
Figures subject to rounding
25%
Financial and insurance
technology
2%
Hospitality
12%
Logistics technology
7%
HR technology
19%
Consumer
15%
Software and other technology
6%
Consumer services
14%
Business services
6
Investment
Manager’s Report
However, despite the challenges, the UK economy
is forecasted to grow by 1.0% in 2025, with an
acceleration to 1.9% in 2026. This growth outlook
provides a positive backdrop for SMEs, which are
often seen as the backbone of the UK economy. SMEs
have demonstrated resilience, with many adapting
their business models to navigate the economic
uncertainties. It is easy to forget, but the 24 months
leading up to February 2025 have marked a period of
significant recovery for the UK economy. Following a
tumultuous phase characterised by runaway inflation
and rapid interest rate hikes, the economic landscape
has begun to stabilise. While challenges persist,
the environment is considerably more favourable
than the preceding period of economic panic.
The cost of living spike, driven by inflation and
high interest rates, has shown signs of easing.
The Consumer Price Index (CPI) has moderated,
reflecting a decline from the peak levels seen in
previous years. The Bank of England's cautious
approach to monetary policy, including measured
interest rate cuts, has provided some relief to
both consumers and businesses. However, the
impact of past inflationary pressures continues
to be felt, particularly among SMEs.
In this evolving economic landscape, change
brings opportunity, especially for agile companies
with a sharp focus on their customers. SMEs,
known for their flexibility and adaptability, are
well-positioned to capitalise on these opportunities.
Unlike large corporations with complex supply
chains optimised for a stable environment, SMEs
can pivot quickly to meet changing market
demands. This agility allows them to innovate and
capture market share, even in uncertain times.
Despite the broader economic challenges, the
US market has been a strong performer within
our portfolio. Companies such as CameraMatics
and Influencer have secured new deals,
positioning them strongly for further growth.
CameraMatics’ safety-focussed platform makes
the company stand out within the US market.
The international economic
environment plays a crucial role
in shaping the prospects for
UK small and medium-sized
enterprises (SMEs). It has been
hard to miss the headlines relating
to US tariff increases and we are
yet to see the full outcomes of the
economic policies and changes,
with the situation evolving as
I write this. The interplay between
US economic performance and
global markets will undoubtedly
have implications for UK
companies, particularly those
engaged in transatlantic trade.
7
Influencer is also evolving, with brands increasingly
recognising the tangible impact of influencer
partnerships and securing high profile deals.
On the consumer front, volatility remains a
significant concern. This is evident in companies
such as Le Col, where we have been cautious
and trimmed carrying value. Similarly, Everpress
has faced considerable valuation reductions as
consumer sentiment fluctuates. These adjustments
reflect the ongoing challenges in the consumer
sector, where market dynamics are rapidly
changing and require careful navigation.
New additions to the portfolio include Aveni, which
creates Large Language models (LLMs) and AI
products designed specifically for the financial services
industry, Semeris, a finance-focused legal AI specialist,
and NRG Gyms, a profitable gym and wellness
business designed for people seeking superior quality
at competitive rates. I am also pleased to announce
that post-period end, the Puma VCTs invested £6.2
million in LOVE CORN, the leading UK snack brand
sold in over 20,000 stores across the UK and US.
From the outset we have aimed to construct a
well-diversified portfolio, and have avoided
concentrating our investments in a single sector.
This strategy has proven effective over time,
positioning us well to navigate economic challenges
that the global macroeconomic environment
may present. In addition, we consistently
maintain an active approach in engaging with the
companies in our portfolio. By working closely with
management, we support our portfolio companies
to refine growth plans, enhance commercial
strategy, and strengthen business operations.
https://obr.uk/efo/economic-and-
fiscal-outlook-march-2025/
INVESTMENT MANAGER’S REPORT > CONTINUED
8
Qualifying
investments
In this section, we
look at the following
investments within
our portfolio in
more detail.
Aveni is a technology firm specialising in artificial
intelligence and natural language processing
(NLP) to enhance productivity and risk oversight
in financial services. Its platforms, Aveni Assist
and Aveni Detect, use NLP to record, transcribe,
and analyse conversations, providing voice-
driven automation and efficiency. Puma’s
investment has fuelled the growth of core
products and the launch of Aveni Meeting
Assistant. Performance has been positive,
with new customers and renewals from large
clients. In the first six months post-investment,
key roles were filled, including Head of Sales
and Chief Product Officer. Aveni recently won
the Scottish Fintech of the Year award and
continues to focus on product improvement and
increasing penetration in the UK wealth sector.
Aveni
CameraMatics
Influencer
Lucky Saint
NRG
Pockit
Semeris
CameraMatics, an award-winning fleet
management solution, continues its
mission for safer roads with an advanced
AI-powered collision avoidance system.
This system enhances driver reaction times
and blind spot visibility using deep learning
algorithms to scan for pedestrians, hidden
road users, and cyclists. The company
recorded another year of revenue growth,
securing further contracts for the coming
year. Following the launch of CameraMatics
Zero last year, the first customer, Bradford
Building Supplies, is now live, using it to
track mileage, expenses, and emissions.
CameraMatics continues to scale in key
markets, focusing on the US where it saw
strong growth. Puma is working with
CameraMatics on a strategic growth plan.
9
Influencer is a global influencer marketing
agency that collaborates with large companies
and major advertising agencies. Utilising its
proprietary technology, Waves, Influencer
builds and delivers data-driven marketing
strategies. The company is expanding
internationally, with new hires across Europe,
MENA and the US, whilst continuing to
solidify its market-leading position in the UK
and improving operational efficiencies.
The US market, in particular, is growing
rapidly, with revenues more than doubling
over the last twelve months. It has secured
several leading brands, positioning itself for
further growth. Puma supports Influencer
in scaling operations across all regions, while
maintaining focus on the domestic market.
NRG Gyms operates inclusive, lower-cost
gyms across the country. Since Puma's
initial investment, the business has grown
from two to seven gyms. Performance
has been robust, with the new Newcastle
facility boasting the highest membership
levels among the seven sites. Recently, NRG
strengthened itsmanagement team by
appointing Neil Greenhalgh, a former JD
Sports CFO, as a Non-Executive Director.
The company is focused on expanding
new sites and exploring M&A opportunities
to scale the business. Puma is actively
working with the management team to
assess new sites and ensure consistency
using a standardised methodology.
Lucky Saint is the UK's leading alcohol-free
beer brand. Since Puma’s investment,
Lucky Saint has expanded distribution
and maintained strong market share
despite increased competition. In 2024,
the company navigated hospitality
sector challenges and anticipates
further impacts in 2025 due to National
Insurance changes and Extended
Producer Responsibility regulations.
Recent initiatives include a successful
Dry January campaign with a "Free pint"
promotion and sponsorships of the Tour
of Britain and Hackney Half, aligning with
its core customer base. Lucky Saint aims
to consolidate its position and increase
market share across all channels, with
Puma actively supporting the company
in achieving its strategic goals.
10
Pockit provides pre-paid spending cards and
current accounts to under-served communities.
Its app enables international money transfers,
direct debits, online and in-store purchases,
and salary advances for unexpected expenses.
Pockit has shown strong revenue growth,
driven by high demand for its credit offering.
Recently, Pockit acquired Monese, a pan-
European FinTech, benefiting from Monese’s
regulatory infrastructure and operational
synergies. Pockit is focused on integrating
Monese and offering its credit products to
Monese’s customer base to drive revenue.
The company recently appointed Gene Lockhart,
former president and CEO of Mastercard
International, and Malcolm Le May, former CEO
of Vanquis Banking Group, to its board. Puma
is assisting with strategic direction, European
expansion, and new product features.
Semeris combines AI and human expertise
to help financial institutions streamline legal
document analysis and meet compliance
standards. Puma invested £3.4 million in
February 2025 to strengthen Semeris’s sales
team and expand into new asset classes.
Founded in 2020 Semeris boasts a strong
management team with deep industry
knowledge. Semeris Docs has structured
deals worth over $50 billion, working with
major investment banks, law firms, and
asset managers. The company aims to
continue its growth in European and US
markets, leveraging the investment to
develop products for new markets. Puma
supports Semeris in enhancing internal
monitoring functions and positioning the
business for an exit in the next 3 to 5 years.
11
Liquidity
management
investments
12
An active approach is taken to
manage any cash held, prior to
investing in VCT qualifying companies.
The rules for VCTs limit the income which can be received from
bank deposits, making them an unattractive way of holding
funds waiting to be invested. As a result, during a period
where funds remain not yet deployed in qualifying investments
in smaller companies, to earn a return on these funds a VCT
needs to hold investments rather than cash deposits.
The Company’s liquidity management strategy focuses
on short term bonds held through collective investment
schemes. During the year, the strategy earned £0.7m in
gains, invested a further £32.4m and disposed of £12.6m
to end the year with an overall valuation of £45.3m.
Puma Investment Management Limited
17 June 2025
13
14
AS AT 28 FEBRUARY 2025
Investment portfolio summary
Valuation
£’000
Cost
£’000
Gain/(loss)
£’000
Valuation
as a % of
Net Assets Multiple
Qualifying Investments
ABW Group Limited (“Ostmodern”) - 1,292 (1,292) 0% 0.00x
Aveni Limited 4,716 4,716 - 3% 1.00x
Bikmo Limited 6,579 6,354 225 4% 1.04x
Deazy Limited 2,900 2,900 - 2% 1.00x
Dymag Group Limited - 5,787 (5,787) 0% 0.00x
Everpress Limited - 3,514 (3,514) 0% 0.00x
Forde Resolution Company Limited (“HR Duo”) 2,940 2,238 702 2% 1.31x
Hot Copper Pub Company Limited 390 847 (457) 0% 0.46x
Influencer Limited 12,963 1,800 11,163 8% 7.20x
Iris Audio Technologies Limited 9,955 5,400 4,555 6% 1.84x
Le Col Holdings Limited 6,117 11,321 (5,204) 4% 0.54x
MyKindaFuture Limited (“Connectr”) 5,430 5,915 (485) 3% 0.92x
MySafeDrive Limited (“CameraMatics”) 8,388 3,882 4,506 5% 2.16x
Muso Limited 2,378 2,361 17 1% 1.01x
Not Another Beer Co Limited (“Lucky Saint”) 4,351 3,289 1,062 3% 1.32x
NQOCD Consulting Limited (“Ron Dorff”) 5,842 4,139 1,703 4% 1.41x
Open House London Limited 2,022 1,800 222 1% 1.12x
Pockit Limited 16,890 9,961 6,929 10% 1.70x
SA Fitness Holdings Limited (“NRG”) 3,746 3,746 - 2% 1.00x
Semeris Limited 2,859 2,859 - 2% 1.00x
Thingtrax Limited 1,089 955 134 1% 1.14x
Transreport Limited 5,418 5,418 - 3% 1.00x
TravelLocal Limited 2,433 2,433 - 1% 1.00x
Total Qualifying Investments 107,406 92,927 14,479 65% 1.16x
Total Investments 107,406 92,927 14,479 65%
Balance of Portfolio 58,467 58,467 - 35%
Net Assets 165,873 151,394 14,479 100%
Of the investments held at 28 February 2025, all are incorporated in England and Wales,
except MySafeDrive Limited and HR Duo Limited, who are incorporated in Ireland.
Significant investments
15
The financial data of the underlying portfolio companies is not disclosed as they are privately held businesses.
AVENI LIMITED
Cost (£'000) 4,716
Investment comprises:
Ordinary shares 1,209,206
Debt -
Valuation method Multiples
Valuation (£'000) 4,716
Multiple of Investment Cost 1.0x
Income received by the Company from this holding in the year (£’000) n/a
Source of financial data Unaudited group management accounts for
financial year up to 30 June 2024
Aveni Limited develops software that uses AI, machine learning, and natural language processing to analyse financial
advisors' client interactions, designed to save time at the analysis stage. The equity held in the company is in A Ordinary
Shares. Only A Ordinary Shares attract full voting rights.
INFLUENCER LIMITED
Cost (£'000) 1,800
Investment comprises:
Ordinary shares 1,800
Debt -
Valuation method Multiples
Valuation (£'000) 12,963
Multiple of Investment Cost 7.2x
Income received by the Company from this holding in the period (£’000) -
Source of financial data Unaudited group management accounts for
financial year up to 31 March 2024
Influencer Limited is a high growth, data driven, social media, influencer, and digital marketing platform. The business
enables brands to connect with influencers and manage influencer marketing campaigns across one platform. The equity
held in the company is C and D Ordinary Shares. Only C Ordinary Shares attract full voting rights.
16
SIGNIFICANT INVESTMENTS > CONTINUED
MYSAFEDRIVE LIMITED (“CAMERAMATICS”)
Cost (£'000) 3,882
Investment comprises:
Ordinary shares 3,278
Debt -
Valuation method Multiples
Valuation (£'000) 8,388
Multiple of Investment Cost 2.2x
Income received by the Company from this holding in the period (£’000) n/a
Source of financial data Unaudited group management accounts for
financial year up to 31 March 2024
MySafeDrive Limited provides an award-winning solution for risk management within large fleets of vehicles. Working
across Ireland, the UK and US, the business is positioned at the forefront of fleet and vehicle safety technology. Its
disruptive solution incorporates artificial intelligence, machine learning, camera technology, vision systems and
telematics to help fleet operators reduce risks and drive new safety standards. The equity held in the company is B and C
Ordinary Shares. Only B Ordinary shares attract full voting rights.
NOT ANOTHER BEER CO LIMITED (“LUCKY SAINT”)
Cost (£'000) 3,289
Investment comprises:
Ordinary shares 185,595
Debt -
Valuation method Multiples
Valuation (£'000) 4,351
Multiple of Investment Cost 1.3x
Income received by the Company from this holding in the period (£’000) n/a
Source of financial data Unaudited group management accounts for
financial year up to 31 December 2023
Not Another Beer Co Limited is the leading dedicated non-alcoholic beer brand in the UK. The equity held in the
company is in D Ordinary Shares. Only D Ordinary Shares attract full voting rights.
17
SIGNIFICANT INVESTMENTS > CONTINUED
SA FITNESS HOLDINGS LIMITED (“NRG”)
Cost (£'000) 3,746
Investment comprises:
Ordinary shares 30,833
Debt -
Valuation method Multiples
Valuation (£'000) 3,746
Multiple of Investment Cost 1.0x
Income received by the Company from this holding in the period (£’000) n/a
Source of financial data Unaudited group management accounts for
financial year up to 31 December 2023
SA Fitness Holdings Limited is a low-cost gym group in the UK, trading as NRG Gyms. The equity held in the company is
in D Ordinary Shares. Only D Ordinary Shares attract full voting rights.
SEMERIS LIMITED
Cost (£'000) 2,859
Investment comprises:
Ordinary shares 1,268,630
Debt -
Valuation method Multiples
Valuation (£'000) 2,859
Multiple of Investment Cost 1.0x
Income received by the Company from this holding in the period (£’000) n/a
Source of financial data Unaudited group management accounts for
financial year up to 31 March 2024
Semeris Limited is a software provider to large financial institutions and their service providers, specializing in the traded
securities space. The equity held in the company is in A Ordinary Shares. Only A Ordinary Shares attract full voting rights.
18
SIGNIFICANT INVESTMENTS > CONTINUED
POCKIT LIMITED
Cost (£'000) 9,961
Investment comprises:
Ordinary shares 55,996,303
Debt -
Valuation method Multiples
Valuation (£'000) 16,890
Multiple of Investment Cost 1.7x
Income received by the Company from this holding in the period (£’000) n/a
Source of financial data Unaudited group management accounts for
financial year up to 31 December 2023
Pockit Limited is a fintech company offering a suite of financial products and ancillary services direct to customers.
The equity held in the company is in D, F and G Ordinary Shares. D, F and G Ordinary Shares attract full voting rights.
19
Directors’ biographies
David Buchler
NONEXECUTIVE CHAIRMAN
David Buchler is a Chartered Accountant and Insolvency Practitioner, with some 40 years
of experience in the field of Insolvency and Corporate Turnaround. He was a Partner at
Arthur Andersen prior to becoming a Founding Partner of Buchler Phillips, one of the
UK’s leading financial recovery and restructuring specialists, which was acquired in 1999
by the world’s leading risk mitigation firm, Kroll Inc. Until 2003, David was Chairman
of Kroll for Europe and Africa. He is a former President of the Association of Business
Recovery and Turnaround Professionals, the R3; former Vice-Chairman of Tottenham
Hotspur Football Club; former Deputy Chairman of the English National Opera; as
well as Producer of the London International Opera Festival from 1984 to 1993.
David Buchler is currently Chairman of several different companies, both public and
private, including Buchler Phillips; Volvere Plc; Puma VCT 13 Plc; and the English National
Opera Directors Emeriti. In addition, David Buchler is a Trustee of Syracuse University; a
member of the Institute of Chartered Accountants; the Insolvency Practitioners Association;
the Institute for Turnaround; as well as a Trustee of the Peres Center for Peace.
Graham Shore
Stephen Hazel-Smith
Stephen is a UK institutional fund manager by background, including the founder
and Managing Director of Rutherford Asset Management Limited, where he created
a number of highly successful smaller company investment vehicles, including Herald
Investment Trust and Beacon Investment Trust. In 1997 he sold Rutherford Asset
Management Limited to Close Brothers Group and joined Close Investment Limited as
Managing Director, where he was responsible for launching Close Brothers AIM VCT.
He is a Director of Octopus AIM VCT plc and a former Chairman of Conduit PR Limited plc,
PLUS Markets Group plc and of Businessagent.com.
Graham was previously a Management Consultancy Partner of Touche Ross (now Deloitte),
having begun his career as a Government Economist. At Touche Ross he undertook
strategic and economic assignments for a wide range of clients including appraisals of
venture capital opportunities. In 1990 he joined the Shore Capital Group as Managing
Director and has been involved in managing the Puma VCTs and other venture capital
funds managed by the Shore Capital Group, including evaluating new deals for the funds
and representing the funds with investee companies. Graham has been involved with AIM
since its inception as both a corporate financier and investor, and with private equity for
more than 25 years. He has been a Director of several other Puma VCTs, which, have now
successfully returned their capital to their investors in accordance with their mandates.
20
Strategic Report
Principal activities and status
The Company was incorporated on 15 September
2016. The principal activity of the Company is the
making of investments in qualifying and non-
qualifying holdings of shares or securities. The
Company is an investment company within the
meaning of Section 833 of the Companies Act
2006. The Company has been granted provisional
approval by the Inland Revenue under Section 274
of the Income Tax Act 2007 as a Venture Capital
Trust. The Directors have managed, and continue
to manage, the Company’s affairs in such a manner
as to comply with s274 of the Income Tax Act 2007.
The Company’s Ordinary Shares of 0.0005p
each have been listed on the Official List of
the UK Listing Authority since 2 July 2018.
Business model and strategy
The Company operates as a VCT to enable
its shareholders to benefit from tax reliefs
available. The Directors aim to maximise tax-
free distributions to shareholders by way of
dividends paid out of income received from
investments, and capital gains received following
successful realisations. The Company’s strategy
is set out in the Investment Policy below.
Investment policy
Puma VCT 13 plc seeks to achieve its overall
investment objective (of proactively managing
the assets of the fund with an emphasis on
The Directors present their Strategic Report of
the Company for the year ended 28 February
2025. The purpose of the report is to inform
members of the Company and help them assess
how the Directors have performed their duty
to promote the success of the Company.
realising gains in the medium term) to maximise
distributions from capital gains and income
generated from the Company’s assets. It intends
to do so while maintaining its qualifying status as a
VCT, by pursuing the following Investment Policy:
The Company may invest in a mix of qualifying and
non-qualifying assets. The qualifying investments
may be quoted on AIM or a similar market or be
unquoted companies. The Company may invest
in a diversified portfolio of growth-orientated
qualifying companies that seek to raise new capital
on flotation or by way of a secondary issue. The
Company has the ability to structure deals to invest
in private companies with an asset-backed focus
to reduce potential capital loss. The Company has
to have in excess of 80% of its assets invested in
qualifying investments as defined for VCT purposes.
The portfolio of non-qualifying investments will
be managed with the intention of ensuring the
Company has sufficient liquidity to invest in
qualifying investments as and when opportunities
arise. Subject to the Board and Investment
Manager’s view from time to time of desirable
asset allocation, it may comprise quoted ordinary
shares or securities on a regulated market,
collective investment schemes (including UCITs),
shares or units in an alternative investment
fund, and cash on short-term deposit.
A full text of the Company’s investment
policy can be found within the Company’s
prospectus at www.pumainvestments.co.uk.
21
Principal risks and uncertainties
The Board has carried out a robust assessment
of the Company’s emerging and principal risks,
including those that might threaten the Company’s
business model, future performance, solvency or
liquidity and reputation. The Board receives regular
reports from the Investment Manager and uses
this information, along with its own knowledge
and experience, to identify any emerging risks,
so that appropriate procedures can be put in
place to manage or mitigate such risks.
The principal risks facing the Company relate
to its investment activities, specifically market
price risk, as well as interest rate risk, credit risk
and liquidity risk. An explanation of these risks
and how they are managed is contained in
note 15 to the financial statements. Additional
risks faced by the Company are listed below.
Market conditions
There is a risk that geopolitical and economic
events can impact the prospects of some of
the Company’s investments. The Investment
Manager mitigates the risk by maintaining close
contact with all investee companies as well
as by maintaining a diverse portfolio. Further
details of the investments are set out in the
Investment Manager’s Report from pages 6 to 11.
Investment risk
Inappropriate stock selection leading to
underperformance in absolute and relative
terms is a risk that the Investment Manager and
the Board mitigate by reviewing performance
throughout the year and formally at Board
meetings. There is also a regular review by the
Board of the investment mandate and long-term
investment strategy, and monitoring of whether the
Company should change its investment strategy.
Regulatory risk
The Company operates in a complex regulatory
environment and faces a number of related
risks. A breach of s274 of the Income Tax Act
2007 could result in the Company being subject
to capital gains on the sale of investments. A
breach of the VCT regulations could result in the
loss of VCT status and consequent loss of tax
relief currently available to shareholders. Serious
breach of other regulations, such as the UKLA
Listing Rules and the Companies Act 2006, could
lead to suspension from the Stock Exchange.
The Board receives quarterly reports to monitor
compliance with regulations and engages
external independent advisers to undertake
an independent VCT status monitoring role.
In addition to the principal risks explained above,
the principal uncertainty that may affect the
Company relates to material changes to the VCT
regulations. The Board continues to monitor this
and will take appropriate action if required.
Risk management
The Company’s investment policy allows for
a large proportion of the Company’s assets
to be held in unquoted investments. These
investments are not publicly traded, so there is
not a liquid market for them. Therefore, these
investments may be difficult to realise.
The Company manages its investment risk within
the restrictions of maintaining its qualifying VCT
status by using the following methods:
• the active monitoring of its investments by the
Investment Manager and the Board;
• seeking Board representation associated
with each investment, if possible;
• seeking to hold larger investment stakes by
co-investing with other companies managed
by the Investment Manager, so as to gain
more influence over the investment;
• ensuring a spread of investments is achieved.
Business review and future developments
The Company’s business review and future
developments are set out in the Chairman’s
Statement, the Investment Manager’s Report and
the Investment Portfolio Summary on pages 2 to 14.
Key performance indicators
At each Board meeting, the Directors consider
a number of performance measures to assess
the Company’s success in meeting its objectives.
The Board believes the Company’s key performance
indicators are movement in NAV per Ordinary
Share and Total Return per Ordinary Share.
The Board considers that the Company has no
non-financial key performance indicators. In
addition, the Board considers the Company’s
compliance with the VCT regulations to ensure
that it will maintain its VCT status. An analysis of
the Company’s key performance indicators and
the performance of the Company’s portfolio and
specific investments is included in the Chairman’s
Statement, the Investment Manager’s Report and
the Investment Portfolio Summary on pages 2 to 14.
STRATEGIC REPORT > CONTINUED
Viability statement
The Directors have conducted a robust assessment
of the principal risks facing the Company
including those that would threaten its business
model, future performance, solvency or liquidity.
This is summarised above. The Directors have
assessed the prospects of the Company for the
one year period from the balance sheet date.
This is a period for which developments are
considered to be reasonably foreseeable.
This review included consideration of compliance
with VCT regulations, the Company’s current
financial position and expected cash flows for
the period and the current economic outlook.
Based on this review, the Directors have concluded
that there is a reasonable expectation that
the Company has adequate cash resources
to enable it to continue in operation and
meet its liabilities as they fall due over the
one-year period to 28 February 2026.
Section 172 statement – Duty to promote the
success of the company
Section 172 of the Companies Act requires
directors of a company to act in the way they
consider, in good faith, would be most likely to
promote the success of the company for the
benefit of its members as a whole, and in doing
so have regard (among other matters) to:
(a) the likely consequences of any decision in the
long term,
(b) the interests of the company’s employees,
(c) the need to foster the company’s business
relationships with suppliers, customers and
others,
(d) the impact of the company’s operations on the
community and the environment,
(e) the desirability of the company maintaining
a reputation for high standards of business
conduct, and
(f) the need to act fairly between members of the
company.
This section of the Strategic Report also sets out
the disclosures required in respect of how the
Company engages with suppliers, customers and
others in a business relationship with the Company.
The Company does not have any employees,
and delegates day-to-day operations to service
providers. The Board’s principal concern is to focus
on the needs and priorities of its shareholders,
as well as considering the wider community,
including the Company’s service providers
and its investee companies (as disclosed in
the Investment Manager’s Report on pages 6
to 11). The Board considers that the Company
does not have customers, only shareholders,
and its suppliers are the service providers.
The Annual Report as a whole, sets out how the
Board promotes the success of the Company for the
benefit of its shareholders. The Board is focused on
high standards of business conduct and recognises
the need to act fairly between shareholders. Further
details on relations with shareholders is set out in
the Corporate Governance Statement on page 28.
The Board engages with the Investment Manager
at every Board meeting, to ensure that there is a
close and constructive working relationship and a
good understanding of the investee companies.
The Company also engages regularly with its
other service providers. The Board ensures that
the interests of current and potential stakeholders,
and the impact of the Company’s investments on
the wider community and the environment, are
taken into account when decisions are made.
VCT status monitoring
The Company has engaged Shoosmiths
LLP to advise it on compliance with VCT
requirements, including evaluation of investment
opportunities, as appropriate, and regular
review of the portfolio. Although Shoosmiths
LLP work closely with the Investment
Manager, they report directly to the Board.
Compliance with the VCT regulations (as
described in the Investment Policy) for the
year under review is summarised as follows:
22
STRATEGIC REPORT > CONTINUED
23
STRATEGIC REPORT > CONTINUED
Position at 28 Feb 2025
1
The Company has invested 30% of funds raised in an
accounting period, in qualifying companies within
12 months after the end of the accounting period;
Complied
2
The Company holds at least 80% of its investments in
qualifying companies;
Complied
3
At least 70% of the Company’s qualifying investments are
held in “eligible shares”;
Complied
4
No investment constitutes more than 15% of the Company’s
portfolio at time of investment;
Complied
5
The Company’s income for each financial year is derived
wholly or mainly from shares and securities;
Complied
6
The Company distributes sufficient revenue dividends to
ensure that not more than 15% of the income from shares
and securities in any one year is retained; and
Complied
7
A maximum unit size of £5 million in each VCT qualifying
investment (per tax year).
Complied
Directors and employees
The Company has not disclosed any information about, or
policies in relation to, employees as it has no employees
(other than the Directors). All the directors are male.
Approved by the board and signed on its behalf by
David Buchler
Chairman
17 June 2025
Director's Report
The Directors present their Annual Report and the audited financial
statements of the Company for the year ended 28 February 2025.
The Company’s Registered Number is 10376236. The Company
has, in accordance with Section 414C of the Companies Act,
set out in the Strategic Report, information regarding financial
risk management, future developments and engagement with
suppliers, customers and others in a business relationship with the
Company that would otherwise be set out in the Directors’ Report.
Results and dividends
The results for the financial year are set out on
page 40. A dividend was declared and paid during
the year totalling £3.9m (2024: nil). It is the aim of
the Directors to maximise tax-free distributions
to shareholders by way of dividends paid out of
income received from investments and capital
gains received following successful realisations.
Post Balance Sheet events
Details of material post Balance Sheet events are
set out in note 19 to the financial statements.
Future developments
The long-term strategy of the Company has been
disclosed in page 20 of the Strategic Report.
Capital structure
The issued share capital of the Company is
detailed in note 13 to the financial statements.
Details of share voting rights and authority to
repurchase Ordinary Shares are disclosed in the
Corporate Governance Statement on page 31.
Directors
The Directors of the Company during the year and
their beneficial interests in the issued Ordinary Shares
of the Company at 28 February 2025 were as follows:
0.0005p Ordinary Shares
28 February
2025
29 February
2024
David Buchler (Chairman) 20,200 20,200
Graham Shore 51,000 51,000
Stephen Hazell-Smith 20,200 20,200
No options over the share capital of the
Company have been granted to the Directors.
There have been no changes in the holdings
of the Directors since the year-end.
Investment management, administration
and performance fees
The Company has delegated the investment
management of the portfolio to Puma Investment
Management Limited (“Puma Investments”). The
principal terms of the Company’s management
agreement with Puma Investments are set
out in note 3 to the financial statements. The
annual running costs of the Company are
subject to a cap of 3.5% of the Company’s Net
Assets as at the end of the accounting period.
The Company has delegated company secretarial
and other accounting and administrative support to
PI Administration Services Limited for an aggregate
annual fee of 0.35% of the NAV of the Fund at
each quarter end, payable quarterly in arrears.
24
The Investment Manager will also be entitled
to a Performance Incentive Fee (“PIF”) payable
in relation to each accounting period, subject
to the Performance Value per Share exceeding
the High Water Mark (being the higher of 110p
and the highest Performance Value per Share at
the end of any previous accounting period). That
amount will be allocated, at the discretion of the
Investment Manager, between the Investment
Manager itself and the management team.
Under the previous performance incentive
arrangement, 3,895,834 Ordinary Shares (as set
out in note 12 to the financial statements) are held
by the Investment Manager and members of the
investment management team (“Performance
Incentive Shares”). Under the terms of the incentive
arrangement, all rights to dividends will be
waived, except amounts payable under the new
PIF will, where possible, be paid as a dividend
through these Performance Incentive Shares.
It is the Directors’ opinion that the continued
appointment of the Investment Manager,
Puma Investments, on the terms agreed, is in
the best interests of the shareholders as a whole.
The Investment Manager is part of the Shore
Capital Group, which has a proven track record
in VCT management and has a strong
network within the industry.
Corporate Governance Statement
The Company’s Corporate Governance Statement
is set on page 28 to 31 and forms part of the
Directors’ Report.
Global greenhouse gas emissions
The Company has no physical assets, operations,
premises or employees of its own. Consequently, it
consumed less than 40,000kWh of energy during
the year, so has no greenhouse gas emissions
to report from its operations, nor does it have
responsibility for any other emission-producing
sources under the Companies Act 2006 (Strategic
Report and Directors’ Report) Regulations 2013.
Going concern
The Board receives regular reports from Puma
Investments, and in accordance with the guidance
issued by the Financial Reporting Council, the
Directors have considered a period of 12 months
from the date of this report for the purposes
of determining the Company’s going concern
status. As part of this assessment, they have taken
into consideration the geopolitical climate, and
believe that there are no material uncertainties
leading to significant doubt. On this basis, the
Directors believe that it is appropriate to continue
to apply the going concern basis in preparing
the financial statements. This is appropriate, as
the Company’s listed shares are held for liquidity
purposes and will be sold as and when required
to ensure the Company has adequate cash
reserves to meet the Company’s running costs.
Financial instruments
The material risks arising from the Company’s financial
instruments are market price risk, credit risk, liquidity
risk and interest rate risk. The Board reviews and
agrees policies for managing each of these risks,
and these are summarised in note 15 to the financial
statements. These policies have remained unchanged
since the beginning of the financial year. As a Venture
Capital Trust, it is the Company’s specific business to
evaluate and control the investment risk in its portfolio.
Substantial shareholdings
As at 28 February 2025 and as at the date of this
report, the Company had not been notified of
any direct interests representing 3% or more
of the issued share capital of the Company.
Third-party indemnity provision for Directors
Qualifying third-party indemnity provision
was in place for the benefit of all Directors of
the Company.
Independent auditor
The auditor, MHA, previously traded through the
legal entity MacIntyre Hudson LLP. In response to
regulatory changes, MacIntyre Hudson LLP ceased
to hold an audit registration with the engagement
transitioning to MHA Audit Services LLP.
A resolution to reappoint MHA as independent auditor
will be proposed at the next Annual General Meeting.
Statement as to disclosure of information
tothe auditor
The Directors in office at the date of this report have
confirmed that, as far as they are each aware, there
is no relevant audit information of which the auditor
is unaware. Each of the Directors has confirmed that
they have taken all the steps that they ought to have
taken as Directors in order to make themselves aware
of any relevant audit information and to establish
that it has been communicated to the auditor.
Annual General Meeting
The Annual General Meeting of the Company
will be held at Cassini House, 57 St James’s
Street, London SW1A 1LD on 18th August 2025 at
DIRECTOR'S REPORT > CONTINUED
25
11.00am. Notice of the Annual General Meeting
is inserted within this document. Members will
be provided with a separate Form of Proxy.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the
Strategic Report, the Directors’ Report, the Directors’
Remuneration Report and the financial statements
in accordance with applicable laws and regulations.
Company law requires the Directors to prepare
financial statements for each financial year. Under
that law, the Directors have elected to prepare the
financial statements in accordance with United
Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards, comprising
FRS 102 “The Financial Reporting Standard applicable
in the UK and Republic of Ireland”, and applicable
law). Under company law, the Directors must not
approve the financial statements unless they are
satisfied that they give a true and fair view of the state
of affairs of the Company and of the profit or loss
of the Company for that period. In preparing those
financial statements, the Directors are required to:
(a) select suitable accounting policies and then
apply them consistently;
(b) make judgements and accounting estimates
that are reasonable and prudent;
(c) state whether applicable UK Accounting
Standards (comprising FRS 102 “The Financial
Reporting Standard applicable in the UK
and Republic of Ireland”, and applicable law)
have been followed, subject to any material
departures disclosed and explained in the
financial statements;
(d) 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.
Directors’ statement pursuant to the disclosure
and transparency rules
Each of the Directors, whose names and
functions are listed in the Directors’ Biographies
on page 19, confirms that, to the best of each
person’s knowledge:
(a) the financial statements, prepared in
accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom
Accounting Standards, comprising FRS 102 “The
Financial Reporting Standard applicable in the
UK and Republic of Ireland”, and applicable law),
give a true and fair view of the assets, liabilities,
financial position and profit/(loss) of the
Company; and
(b) the Chairman’s Statement, Investment
Manager’s Report, Strategic Report and
Directors’ Report contained in the Annual
Report include 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.
Directors’ statement regarding Annual Report
and Accounts
The Directors consider that the Annual Report
and Accounts, taken as a whole, is fair, balanced
and understandable and provides the information
necessary for shareholders to assess the Company’s
position and performance, business model
and strategy.
Electronic publication
The Directors are responsible for the maintenance
and integrity of the corporate and financial
information included on the Company’s website.
The financial statements are published on
www.pumainvestments.co.uk, a website
maintained by the Investment Manager.
Legislation in the United Kingdom regulating
the preparation and dissemination of
the financial statements may differ from
legislation in other jurisdictions.
On behalf of the Board.
David Buchler
Chairman
17 June 2025
DIRECTOR'S REPORT > CONTINUED
26
Directors’ Remuneration Report
This report is prepared in accordance with Schedule
420-422 of the Companies Act 2006. A resolution to approve
this report will be put to the members at the Annual
General Meeting to be held on 18th August 2025.
Directors’ remuneration policy
The Board as a whole considers Directors’
remuneration and therefore a Remuneration
Committee has not been established. The Board’s
policy is that the remuneration of non-executive
Directors should reflect time spent and the
responsibilities borne by the Directors for the
Company’s affairs and should be sufficient to
enable candidates of high calibre to be recruited.
Directors’ fees payable during the year totalled
£68,000 (excluding VAT) as set out in note 4 to the
financial statements. On 13 September 2017 the
Directors were appointed for a period of 12 months,
after which either party must give three calendar
months’ notice to end the contract.
Directors’ remuneration
The Directors are all non-executive and received
emoluments as detailed below:
These are the total emoluments. There are no
pension contributions or share options. There is
no requirement for the Directors to hold shares
in the Company. Directors’ share interests are
disclosed in the Directors’ Report on page 24.
Brief biographical notes on the Directors are
given on page 19.
Audited
year ended
28 Feb2025
£
Audited
year ended
29 Feb2024
£
David Buchler (Chairman) 27,083 25,000
Stephen Hazell-Smith 19,500 18,000
Graham Shore 19,500 18,000
66,083 61,000
The remuneration levels for the forthcoming year
were revised to £30,000 for the Chairman and
£21,600 for the other Directors from October 2024.
The figures in the table above show the pro-rated
levels for the year. The Directors shall be paid by the
Company all travelling, hotel and other expenses
they may incur in attending meetings of the
Directors or General Meetings, or otherwise in
connection with the discharge of their duties. The
remuneration to be paid is as per the prospectus.
Directors’ and Officers’ liability insurance cover is
held by the Company in respect of the Directors.
Statement of voting at Annual General Meeting
Resolutions to approve the Directors’ Remuneration
Policy and the Directors’ Remuneration Report
were approved by shareholders at the AGM on 13
August 2024. Votes cast are summarised as follows:
Directors’
Remuneration
Policy
Directors’
Remuneration
Report
For 87.0% 86.5%
Against 10.9% 10.9%
Number of votes
withheld 0.3% 0.5%
27
On behalf of the Board
David Buchler
Chairman
17 June 2025
28
The Association of Investment Companies Code of
Corporate Governance (the “AIC Code”), issued by the
AIC in February 2019, addresses the principles and
provisions set out in the UK Corporate Governance
Code (the “UK Code”), issued by the Financial Report
Council (“FRC”) in July 2018, as well as setting out
additional provisions on issues that are of specific
relevance to Puma VCT 13. The FRC has confirmed
that members of the AIC, who report against the
AIC Code, will be meeting their obligations in relation
to the UK Code and the associated disclosure
requirements under paragraph 9.8.6 of the Listing
Rules. The AIC Code is available on the AIC’s website
www.theaic.co.uk. It includes an explanation of how
the AIC Code adapts the principles and provisions set
out in the UK Code to make them relevant for
investment companies.
Corporate governance within the investment
company industry differs from that of other
companies. In addition, VCTs differ from most other
investment companies in that they have, developed
over many years, a complex range of additional
legal, tax and regulatory requirements.
Puma VCT 13 as a VCT has particular factors that
have an impact on its governance arrangements;
these are outlined below:
• The VCT outsources all day-to-day activities (such as
portfolio management, administration, accounting,
custody and company secretarial). This means
that it is governed entirely by a Board of Non-
Executive Directors. In these circumstances, the
proper oversight of these relationships is the key
aspect of achieving good corporate governance.
• The VCT does not have executive Directors or
employees. As a consequence, the only ‘corporate
memory’ is that of the Non-Executive Directors.
• The VCT does not have customers, only
shareholders.
The AIC Code deals with matters such as the
relationship with the manager and other service
providers. In practice, most of the time spent by
the board of a well-functioning investment
company should be spent on matters of general
corporate governance (e.g. the investment strategy,
policy and performance).
VCT 13 is committed to maintaining high standards
in corporate governance. With the exception of the
limited items outlined below, the Directors
consider that VCT 13 has, throughout the year
under review, complied with the provisions set out
in the AIC Code:
• Provision 14 – Due to the size of the Board,
the role of Chairman and Senior Independent
Director are both performed by David Buchler.
The recommendation in the Code is for the
Senior Independent Director and Chairman
to be separate positions on the Board.
The Board believes that David Buchler’s
experience allows him to exercise proper
judgement in distinguishing between the roles.
• Provisions 22, 28 37 – Due to the size of the
Board and because there are no executive
Directors or senior management, the Company
does not have a nominations committee or
remuneration committee. Since appointment
there have been no changes to the Board of
the Directors. The Board does not have plans
in place for orderly succession to the Board.
• Provision 26 – Due to the size of the Board,
a formal annual performance evaluation of
the Board, its committees and the individual
Directors has not been undertaken. Specific
performance issues are dealt with as they arise.
• Provision 29 – Due to the size of the Board, the
Chairman of the Company is also the Chairman
of the Audit Committee. The recommendation in
Corporate Governance
Statement
29
the Code is that the Chairman of the Company
should not be a member of the Audit Committee.
The Board believes that David Buchler’s
experience allows him to exercise proper
judgement in distinguishing between the roles.
The Board
The Company has a Board comprising three
non-executive Directors. All Directors are
independent as defined by the Code, except for
Graham Shore as a result of his holding an interest
in the parent of the Investment Manager. The Board
considers that all Directors have sufficient experience
to be able to exercise proper judgement within the
meaning of the Code. The Board has appointed
David Buchler as the Senior Independent Director
and he is also the Chairman. Biographical details
of all Board members are shown on page 19.
In accordance with the recommendations of the
Code, all the Directors will retire at the forthcoming
Annual General Meeting and, being eligible, will offer
themselves for re-election. The Board believes that all
the Directors have made valuable contributions during
the year and remain committed to the role. The Board
therefore recommends that shareholders re-elect
David Buchler, Stephen Hazell-Smith and Graham
Shore as Directors at the forthcoming Annual
General Meeting.
Full Board meetings take place quarterly, and
additional meetings are held as required to address
specific issues. The Board has a formal schedule
of matters specifically reserved for its decision.
These include:
• considering recommendations from the
Investment Manager;
• making all decisions concerning the acquisition
or disposal of qualifying investments; and
• reviewing annually, the terms of engagement
of all third-party advisers (including
investment managers and administrators).
The Board makes decisions and sets policies in
line with its purpose and outlined strategy.
The attendance of individual Directors at full
Board meetings during the year was as follows:
Board meetings
David Buchler 4/4
Graham Shore 4/4
Stephen Hazell-Smith 4/4
In addition to the scheduled full board meetings,
the directors convened on several further
occasions to consider and approve the accounts,
valuations, and other matter of significance.
The Board has also established procedures,
whereby Directors wishing to do so in the
furtherance of their duties, may take independent
professional advice at the Company’s expense.
All Directors have access to the advice and
services of the Company Secretary. The Company
Secretary provides the Board with full information
on the Company’s assets and liabilities and
other relevant information requested by the
Chairman, in advance of each Board meeting.
The Board has not established a nominations
committee or remuneration committee, as it
considers the Board to be small and comprise
wholly non-executive Directors. Appointments
of new Directors and Directors’ remuneration are
dealt with by the full Board. The remuneration for
2025/26 for the Board will be as per the prospectus.
The Board reviewed Directors’ remuneration
during the year. Details of the specific levels of
remuneration to each Director are set out in
the Directors’ Remuneration Report on page
27, and this is subject to shareholder approval.
There had been no changes to the composition
of the Board since the date of issue of the
prospectus, and there are no planned changes.
As a result, the Company does not have plans
in place for orderly succession to the Board.
Audit Committee
The Audit Committee comprises the two
independent non-executive Directors. It is
chaired by David Buchler and meets annually
with the external auditor prior to approval of the
Company’s financial statements. There was one
Audit Committee meeting during the year, which
was attended by both independent non-executive
Directors. The Audit Committee monitors the
external auditor’s independence, the effectiveness
of the audit process and other relevant matters.
The Audit Committee receives written confirmation
each year of the external auditor’s independence.
The Audit Committee considered the need for an
internal audit function and concluded that this
function would not be an appropriate control for
a Venture Capital Trust. The Audit Committee
considers that the significant issues in relation to
these financial statements relate to the carrying
CORPORATE GOVERNANCE STATEMENT > CONTINUED
30
value and disclosure of the unquoted investments.
The Audit Committee challenges findings and
comments received from the Investment Manager
on the financial performance of the investments.
The Audit Committee, after taking into
consideration comments from the Investment
Manager and Administrator regarding the
effectiveness of the audit process, recommends
to the Board that MHA continues in office.
The Audit Committee reviews and agrees the
audit strategy paper, presented by the auditor in
advance of the audit, which sets out the significant
risk areas to be covered during the audit. The
Audit Committee meets prior to the approval of
the financial statements to consider the auditor’s
findings and challenge the work performed,
especially in relation to unquoted investments.
When considering the effectiveness of the
external audit, the Board considers the quality and
content of the audit plan and report provided to
the Committee by the auditor and the resultant
reporting and discussions on topics raised.
The Audit Committee approves the provision of
any non-audit work prior to it being undertaken.
No non-audit fees were charged during the year.
The Audit Committee Terms of Reference
are on the Investment Manager’s website at
www.pumainvestments.co.uk.
Relations with shareholders
Shareholders have the opportunity to
meet representatives of the investment
management team and the Board at the
AGM. The Board is also happy to respond to
any written queries made by shareholders,
or to meet shareholders if so requested.
In addition to the formal business of the AGM,
representatives of the investment management
team and the Board are available to answer
any questions a shareholder may have.
Separate resolutions are proposed at the AGM on
each substantially separate issue. The Registrars
collate proxy votes and the results (together with
the proxy forms) are forwarded to the Company
Secretary immediately prior to the AGM. Proxy
votes are announced at the AGM, following each
vote on a show of hands, except in the event of a
poll being called. The Notice of the next AGM and
Form of Proxy are at the end of this document.
Financial reporting
The Directors’ statement of responsibilities for
preparing the accounts is set out in the Directors’
Report on page 26, and a statement by the
auditor about its reporting responsibilities is set
out in the Auditor’s Report on pages 32 to 39.
Internal control
The Board is responsible for the Company’s
system of internal controls, which have been
designed to provide reasonable, but not absolute,
assurance against material misstatement or loss.
The Board is responsible for ensuring that the
procedures to be followed by the advisers and the
Directors are in place, and for reviewing the
effectiveness of the system of internal controls on
a regular basis, to ensure that the controls remain
relevant and are operating effectively. The Board
will implement additional controls if it considers it
appropriate to do so.
The Directors confirm that they have established a
continuing process throughout the year and up to
the date of this report for identifying, evaluating and
managing the significant potential risks faced by the
Company, and have reviewed the effectiveness of
the internal control and risk management systems.
As part of this process, an annual review of the
internal control and risk management systems
is carried out in accordance with the Financial
Reporting Council guidelines for internal
control. There were no problems identified
from the Directors’ annual review of the internal
control and risk management systems.
Although the Board is ultimately responsible for
safeguarding the assets of the Company, the Board
has delegated, through written agreements,
the day-to-day operation of the Company to the
following advisers:
Administration PI Administration Services
Limited
Investment
Management
Puma Investment
Management Limited
Puma Investment Management Limited identifies
investment opportunities and monitors the portfolio
of investments and makes recommendations to
the Board in terms of suggested disposals and
further acquisitions. Puma Investment Management
CORPORATE GOVERNANCE STATEMENT > CONTINUED
31
Limited holds a discretionary investment mandate
for all investments, although qualifying investments
decisions are all approved by the Board.
PI Administration Services Limited is engaged to
carry out the accounting function and manages
the retention of physical custody of the documents
of title relating to unquoted investments.
Quoted investments are held in CREST.
Internal control systems include production and
review of monthly management accounts. Both the
annual and interim report are reviewed and approved
by the Board. All outflows made from the VCT’s bank
accounts require the authority of two signatories
from Puma Investments, the Investment Manager.
The Investment Manager is subject to internal
monitoring as part of the Compliance Framework.
The Board review the performance of the Investment
Manager and are satisfied with the performance.
It is considered it would be unnecessarily
burdensome to establish a separate management
engagement committee given the entity’s size.
Board diversity and inclusion
The Board currently comprises all male Directors.
The Board is conscious of the need for diversity
and will consider male and female candidates
from all backgrounds and walks of life when
appointing new Directors. The Board considers
that each candidate should be appointed on merit
with reference to their professional achievement,
skill set and experience to make sure the best
candidate for the role is appointed when required.
The Manager has an equal opportunities policy
and as at 28 February 2025, employed 63 men
and 54 women (54%/46%).
Share capital, rights attaching to the shares
and restrictions on voting and transfer
Ordinary shares are freely transferable in both
certificated and uncertificated form and can
be transferred by means of the CREST system.
There are no restrictions on the transfer of any
fully paid-up share. With respect to voting rights,
the ordinary shares rank pari passu as to rights
to attend and vote at any General Meeting
of the Company. The Company’s ordinary
shareholders do not have differing voting rights.
Further details of the Company’s rules are set
out in the Company’s prospectus at www.
pumainvestments.co.uk. Rights attaching to the
Company’s redeemable preference shares are
disclosed in note 11 to the financial statements.
CORPORATE GOVERNANCE STATEMENT > CONTINUED
Repurchase of ordinary shares
Although the ordinary shares are traded on the
London Stock Exchange, there is likely to be
an illiquid market and, in such circumstances,
shareholders may find it difficult to sell their
ordinary shares in the market. In order to try
to improve the liquidity in the ordinary shares,
the Board may establish a buy-back policy
whereby the Company will purchase ordinary
shares for cancellation. The Board has authority
to make market purchases of the Company’s
own shares. This authority for up to 14.99%
of the Company’s issued share capital was
granted at the 2024 Annual General Meeting.
A resolution will be put to the next Annual
General Meeting to renew this authority.
Gearing
The Board has the authority to borrow up to 50%
of the amount received from the issued share
capital, but there are currently no plans to take
advantage of this authority.
On behalf of the Board
David Buchler
Chairman
17 June 2025
Independent Auditor’s Report
TO THE MEMBERS OF PUMA VCT 13 PLC
For the purpose of this report, the terms “we” and “our” denote
MHA in relation to UK legal, professional and regulatory
responsibilities and reporting obligations to the members of
Puma VCT 13 plc. For the purposes of the table on pages 33
to 34 that sets out the key audit matters and how our audit
addressed the key audit matters, the terms “we” and “our”
refer to MHA. The “Company” is defined as Puma VCT 13 plc.
The relevant legislation governing the Company is the United
Kingdom Companies Act 2006 (“Companies Act 2006”).
32
Opinion
We have audited the financial statements of the
Company for the year ended 28 February 2025. The
financial statements that we have audited comprise:
• the Income Statement
• the Balance Sheet
• the Statement of Cash Flows
• the Statement of Changes in Equity, and
• Notes 1 to 19 of the financial statements,
including significant accounting policies.
The financial reporting framework that has been
applied in the preparation of the Company’s
financial statements is United Kingdom Accounting
Standards, including Financial Reporting Standard
102 The Financial Reporting Standard applicable
in the UK and Republic of Ireland (United Kingdom
Generally Accepted Accounting Practice).
In our opinion, the financial statements:
• give a true and fair view of the state of the
Company’s affairs as at 28 February 2025
and its profit for the year then ended;
• have been properly prepared in accordance
with United Kingdom Generally
Accepted Accounting Practice; and
• have been prepared in accordance with the
requirements of Companies Act 2006.
Our opinion is consistent with our reporting
to the Audit Committee.
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 ethical responsibilities in accordance
with those 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.
OVERVIEW OF OUR AUDIT APPROACH
Scope Our audit was scoped by obtaining an understanding of the Company and its
environment, including the Company’s system of internal control, and assessing
the risks of material misstatement in the financial statements. We also addressed
the risk of management override of internal controls, including assessing whether
there was evidence of bias by the directors that may have represented a risk of
material misstatement.
Materiality
2025 2024
Overall
materiality
£1,679.5k £1,245.8k 1% (1.03%) of the net assets
KEY AUDIT MATTERS
Recurring • Valuation of investments
33
INDEPENDENT AUDITOR’S REPORT > CONTINUED
Our evaluation of the Directors’ assessment of
the Company’s ability to continue to adopt the
going concern basis of accounting included:
• The consideration of inherent risks to the
Company’s operations and specifically its
business model.
• The evaluation of how those risks might impact
on the Company’s available financial resources.
• Obtaining the Puma VCT 13 plc compliance
reports prepared by management’s expert during
the year and as at year end and reviewing the
calculations therein to ensure that the Company
was meeting its requirements to retain VCT status.
• Consideration of the Company’s expected future
compliance with legislation, the absence of
bank debt, contingencies and commitments
and any market or reputational risks.
• Reviewing the forecasted cashflows that
support the Directors’ assessment of the
going concern, challenging assumptions and
judgements made in the forecasts, and assessing
them for reasonableness, by considering the
available cash resources relative to the forecast
expenditure, which was assessed against
the prior year for reasonableness, as well as
the quantum of liquid investments, such
as the quoted investments at year end.
• Considering the impact of market volatility and
uncertainty, including as a result of continuing
geopolitical and economic conditions.
• Calculating financial ratios to ascertain
the financial health of the Company.
• Consideration of liquidity risks associated with
the VCT’s investment portfolio, particularly due
to its inherent exposure to unlisted companies.
Based on the work we have performed, we
have not identified any material uncertainties
relating to events or conditions that, individually
or collectively, may cast significant doubt on the
Company’s ability to continue as a going concern
for a period of at least twelve months from when
the financial statements are authorised for issue.
In relation to the Company’s reporting on how it
has applied the UK Corporate Governance Code,
we have nothing material to add or draw attention
to in relation to the Directors’ statement in the
company’s 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.
34
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters included those matters 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.
VALUATION OF INVESTMENTS
Key audit
matter
description
Unquoted investments held as at 28 February 2025 were valued at
£107.4m (2024: £78.5m).
The company holds a significant portfolio of unquoted investments, which are
measured at fair value in accordance with the International Private Equity and
Venture Capital Valuation Guidelines. Fair value is typically determined using valuation
techniques such as earnings or revenue-based multiples, or net asset value. These
valuations involve a significant level of judgement, particularly in selecting appropriate
methodologies and inputs to determine the fair value of the investments. There is
therefore a risk that the judgements applied in the valuation methodologies could
result in a material misstatement of investment values.
As a result, we identified the valuation of unquoted investments as a key audit
matter due to its significant impact on our overall audit strategy and the allocation
of our resources.
How the
scope of
our audit
responded
to the key
audit matter
We responded to this matter by testing the valuation of the portfolio of investments.
Our audit procedures included:
• Obtaining an understanding of the internal controls over the investment valuation,
including assessing the design and implementation of key management
controls, such as the review and approval process for investment valuations.
• Reviewing the most recent financial statements of the underlying investee companies.
• Evaluating management’s valuation methodology for unquoted investments,
including reviewing underlying investment agreements and other relevant
supporting documentation.
• Involving 3rd party valuation experts to evaluate whether the valuation methodology
was appropriate under the International Private Equity and Venture Capital Valuation
(IPEV) Guidelines.
• Engaging 3rd party valuation experts to reperform the calculation of investment
valuations and assess key judgments and assumptions used by management
in the valuation model.
• Challenging the assumptions inherent in the valuation of unquoted investments
by developing our own point estimates where alternative assumptions could
reasonably be applied and considering the overall impact of such sensitivities on
the portfolio to determine whether valuations were reasonable and unbiased.
• Considered whether any other events that occurred subsequent to the period
end affect the underlying assumptions of the valuations at 28 February 2025.
• Considered the appropriateness of the disclosures in the financial
statements in respect of unquoted investments.
Key
observations
Based on the procedures above, we identified no material misstatements in relation
to the valuation of the unquoted investments.
INDEPENDENT AUDITOR’S REPORT > CONTINUED
35
Our application of materiality
Our definition of materiality considers the value of error or omission on the financial statements that,
individually or in aggregate, would change or influence the economic decision of a reasonably knowledgeable
user of those financial statements. Misstatements below these levels will not necessarily be evaluated
as immaterial as we also take account of the nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Materiality is used in planning the scope of our work, executing that work and evaluating the results.
Overall
materiality
£1,679.5k (2024: £1,245.8k)
Basis of
determining
overall
materiality
We determined materiality based on 1% (2024: 1.03%) of net assets value.
We have considered net asset value per share to be the Company's key financial
metric as it one of the principal considerations for members of the Company when
assessing financial position. For this reason, we selected net assets as the benchmark
upon which to base our determination of materiality.
Performance
materiality
£1,175.7k (2024: £872.1k)
Basis of
determining
overall
performance
materiality
We determined performance materiality based on 70% (2024: 70%) of overall materiality.
Performance materiality is the application of materiality at the individual account or
balance level, set at an amount to reduce, to an appropriately low level, the probability
that the aggregate of uncorrected and undetected misstatements exceeds materiality
for the financial statements as a whole.
The determination of performance materiality reflects our assessment of the risk of
undetected errors existing, the nature of the systems and controls and the level of
misstatements identified in previous audits.
Error
reporting
threshold
We agreed to report any corrected or uncorrected adjustments exceeding £84.0k
(2024: £62.3k) to the Audit Committee as well as differences below this threshold that
in our view warranted reporting on qualitative grounds.
INDEPENDENT AUDITOR’S REPORT > CONTINUED
The control environment
We evaluated the design and implementation of those internal controls of the Company which are
relevant to our audit, such as those relating to the financial reporting cycle.
Reporting on 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.
36
INDEPENDENT AUDITOR’S REPORT > CONTINUED
Opinions on other matters prescribed by 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.
In the light of the knowledge and understanding
of the Company and its environment
obtained in the course of the audit, we have
not identified material misstatements in the
Strategic Report or the Directors’ Report.
Directors’ remuneration report
Those aspects of the Directors’ remuneration report
which are required to be audited have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report
by exception
We have nothing to report in respect of the following
matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been
kept, or returns adequate for our audit have not
been received by 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
• the part of the directors’ remuneration
report to be audited is not in agreement with
the accounting records and returns; or
• we have not received all the information and
explanations we require for our audit; or
• a corporate governance statement has
not been prepared by the Company.
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 entity’s compliance with the
provisions of the UK Corporate Governance Code
specified for our review by the Listing Rules.
Based on the work undertaken as part of our audit,
we have concluded that each of the following
elements of the Corporate Governance Statement is
materially consistent with the financial statements
and our knowledge obtained during the audit:
• Directors' statement with regards the
appropriateness of adopting the going
concern basis of accounting and any material
uncertainties identified set out on page 25;
• Directors’ explanation as to its assessment
of the group’s prospects, the period this
assessment covers and why the period
is appropriate set out on page 24;
• Directors’ statement on whether it has a
reasonable expectation that the group
will be able to continue in operation and
meets its liabilities set out on page 25;
• Directors' statement on fair, balanced and
understandable set out on page 26;
• Board’s confirmation that it has carried
out a robust assessment of the emerging
and principal risks set out on page 21;
• Section of the annual report that describes the
review of effectiveness of risk management and
internal control systems set out on page 21; and
• Section describing the work of the audit
committee set out on page 29
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities
statement, the Directors are responsible for the
preparation of the financial statements and for
being satisfied that they give a true and fair view,
and for such internal control as the Directors
determine is necessary to enable the preparation
of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors
are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the Directors
either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Auditor 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
37
INDEPENDENT AUDITOR’S REPORT > CONTINUED
to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high
level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists.
Misstatements can arise from fraud or error
and are considered material if, individually or in
aggregate, they could reasonably be expected to
influence the economic decisions of users taken
on the basis of these financial statements.
A further description of our responsibilities for the
financial statements is located on the FRC’s website
at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
Extent to which the audit was considered capable
of detecting irregularities, including fraud
Irregularities, including fraud, are instances of
non-compliance with laws and regulations. We
design procedures in line with our responsibilities,
outlined above, to detect material misstatements
in respect of irregularities, including fraud.
These audit procedures were designed to provide
reasonable assurance that the financial statements
were free from fraud or error. The risk of not detecting
a material misstatement due to fraud is higher than
the risk of not detecting one resulting from error
and detecting irregularities that result from fraud
is inherently more difficult than detecting those
that result from error, as fraud may involve collusion,
deliberate concealment, forgery or intentional
misrepresentations. Also, the further removed non-
compliance with laws and regulations is from events
and transactions reflected in the financial statements,
the less likely we would become aware of it.
Identifying and assessing potential risks arising
from irregularities, including fraud
The extent of the procedures undertaken
to identify and assess the risks of material
misstatement in respect of irregularities,
including fraud, included the following:
• We considered the nature of the industry
and sector the control environment, business
performance including remuneration policies
and the Company’s own risk assessment that
irregularities might occur as a result of fraud or
error. From our sector experience and through
discussion with the directors, we obtained
an understanding of the legal and regulatory
frameworks applicable to the Company focusing
on laws and regulations that could reasonably
be expected to have a direct material effect on
the financial statements, such as provisions of
the Companies Act 2006, the FCA listing and
DTR rules, the principles of the UK Corporate
Governance Code applied through adherence
to the AIC Code of Corporate Governance (the
"AIC Code"), industry practice represented by the
Statement of Recommended Practice: Financial
Statements of Investment Trust Companies and
Venture Capital Trusts (“the SORP”) and updated
in July 2022 with consequential amendments,
the Company's qualification as a Venture Capital
Trust under section 274 of the Income Tax Act
2007 and the applicable financial reporting
framework. We also considered the Company’s
qualification as VCT under UK tax legislation.
• We enquired with the directors and
management concerning the Company’s
policies and procedures relating to:
– identifying, evaluating and complying with the
laws and regulations and whether they were
aware of any instances of non-compliance;
– detecting and responding to the risks of
fraud and whether they had any knowledge
of actual or suspected fraud; and
– the internal controls established to mitigate
risks related to fraud or non-compliance
with laws and regulations.
• We assessed the susceptibility of the Company’s
financial statements to material misstatement,
including fraud and considered the fraud risk
areas to the valuation of unquoted investments
and management override of controls. Our
tests included, but were not limited to:
– the procedures set out in the key audit matter
section above.
– obtaining independent evidence to support
the ownership of investments.
– recalculating management and administration
fees in total.
– obtaining independent confirmation
of bank balances.
Audit response to risks identified
In respect of the above procedures:
• reviewed financial statement disclosures and
testing to supporting documentation to
assess compliance with applicable laws
and regulations expected to have a direct
impact on the financial statements.
38
INDEPENDENT AUDITOR’S REPORT > CONTINUED
• tested journal entries, including those processed
late for financial statements preparation, those
posted by infrequent or unexpected users, and
those posted to unusual account combinations.
• evaluated the business rationale of
significant transactions outside the
normal course of business, and reviewed
accounting estimates for bias.
• enquired with management around actual
and potential litigation and claims.
• challenged the assumptions and judgements
made by management in its significant
accounting estimates, in particular those relating
to the determination of the investments valuation
in the key audit matter section of our report.
• reviewed minutes of meetings of those charged
with governance for the period for instances of
non-compliance with laws and regulations.
• communicated relevant laws and regulations
and potential fraud risks to all engagement team
members, including experts, and remained alert
to any indications of fraud or non-compliance
with laws and regulations throughout the audit.
Other requirements
We were appointed by the Directors on 1
February 2022 for the audit of statutory financial
statements of the Company for the year ended 28
February 2022. The period of total uninterrupted
engagement including previous renewals
and reappointments of the firm is 4 years.
We did not provide any non-audit services which
are prohibited by the FRC’s Ethical Standard
to the Company, and we remain independent
of the Company in conducting our audit.
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.
The Company is required to include these financial
statements in an annual financial report prepared
under Disclosure Guidance and Transparency Rules
4.1.15R to 4.1.18R. This auditor’s report provides no
assurance over whether the annual financial report has
been prepared in accordance with those requirements
Ahmer Khan
(Senior Statutory Auditor)
for and on behalf of MHA, Statutory Auditor
London, United Kingdom
17 June 2025
MHA is the trading name of MHA Audit Services
LLP, a limited liability partnership in England
and Wales (registered number OC455542)
39
Year ended 28 February 2025 Year ended 29 February 2024
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gain/(loss) on fixed asset investments 8 (b) - 1,290 1,290 - (6,478) (6,478)
Gain on current asset investments 10 - 724 724 - 551 551
Income 2 2,418 - 2,418 857 - 857
2,418 2,014 4,432 857 (5,927) (5,070)
Investment management fees 3 (769) (2,310) (3,079) (572) (1,715) (2,287)
Performance fee 3 - - - - - -
Other expenses 4 (1,136) - (1,136) (740) - (740)
(1,905) (2,310) (4,215) (1,312) (1,715) (3,027)
Profit/(loss) before tax 513 (296) 217 (455) (7,642) (8,097)
Tax 5 - - - - - -
Profit/(loss) after tax
513 (296) 217 (455) (7,642) (8,097)
Basic and diluted profit/(loss)
per Ordinary Share (pence)
6 0.42p (0.24p) 0.18p (0.53p) (8.89p) (9.42p)
All items in the above statement derive from continuing operations.
There are no gains or losses other than those disclosed in the Income Statement.
The total column of this statement is the Statement of Total Comprehensive Income
of the Company prepared in accordance with FRS 102 “The Financial Reporting
Standard applicable in the UK and Republic of Ireland”. The supplementary revenue
and capital columns are prepared in accordance with the Statement of
Recommended Practice, “Financial Statements of Investment Trust Companies and
Venture Capital Trusts” issued by the Association of Investment Companies.
There were no items of other comprehensive income during the year.
FOR THE YEAR ENDED 28 FEBRUARY 2025
Income Statement
40
41
AS AT 28 FEBRUARY 2025
Balance Sheet
As at 28 February 2025 As at 29 February 2024
Note £'000 £'000
Fixed assets
Investments 8 107,406 78,497
Current assets
Debtors 9 830 619
Investments 10 45,252 24,799
Applications cash 4,789 6,756
Cash at bank 13,157 15,289
64,028 47,463
Current liabilities 11 (5,561) (7,414)
Net current assets
58,467 40,049
Net assets
165,873 118,546
Capital and reserves
Called up share capital 13 70 50
Share premium 63,014 8,104
Capital reserve - realised (6,453) (4,249)
Capital reserve - unrealised 15,665 13,757
Revenue reserve (1,725) (2,238)
Special distributable reserve 95,302 103,122
Total equity 165,873 118,546
Net Asset Value per Ordinary Share
14 122.28p 124.48p
Funds raised from investors since VCT 13 opened for new investment which have not been allotted as at year end.
The financial statements on pages 41 to 55 were approved and authorised for issue by the Board of Directors on 17 June 2025
and were signed on their behalf by:
David Buchler
Chairman
FOR THE YEAR ENDED 28 FEBRUARY 2025
Statement of Cash Flows
Year ended
28 February 2025
Year ended
29 February 2024
£’000 £’000
Reconciliation of profit/(loss) before tax
Profit/(loss) before tax 217 (8,097)
Unrealised (gain)/loss on fixed asset investments (1,290) 6,478
Unrealised gain on current asset investments (637) (551)
Realised gain on current asset investments (87)
-
Increase in debtors (211) (364)
Increase/(decrease) in creditors 114 (662)
Outflow from operating activities (1,894) (3,196)
Cash flow from investing activities
Purchase of fixed asset investments (27,619) (27,631)
Purchase of current asset investments (32,364) (24,249)
Proceeds from disposal of current asset investments 12,635 1,201
Outflow from investing activities (47,348) (50,679)
Cash flow from financing activities
Proceeds received from issue of ordinary share capital 55,935 36,322
Expense paid for issue of share capital (1,003) (591)
Movement in applications account (1,967) 475
Shares cancelled in year (3,881) (856)
Dividends paid to shareholders (3,941) -
Inflow from financing activities
45,143 35,350
Net decrease in cash and cash equivalents (4,099) 18,525
Cash and cash equivalents at the beginning of the year 22,045 40,570
Cash and cash equivalents at the end of the year
17,946 22,045
Cash and cash equivalents comprise
Cash at bank 13,157 15,289
Applications cash 4,789 6,756
Cash and cash equivalents at the end of the year 17,946 22,045
42
43
FOR THE YEAR ENDED 28 FEBRUARY 2025
Statement of Changes in Equity
The Capital reserve – realised includes gains/losses that have been realised in the year due to the sale of investments, net
of related costs. Capital reserve – unrealised represents the investment holding gains/losses and shows the gains/losses
on investments still held by the Company not yet realised by an asset sale. Share premium represents premium on shares
issued less issue costs. Revenue reserve represents the cumulative revenue earned less cumulative expenses. The Special
distributable reserve represents reserves available for dividends and repurchases of shares subject to additional VCT
restrictions surrounding retention of the share capital and share premium account.
Called up
share
capital
£’000
Share
premium
account
£’000
Capital
reserve -
realised
£’000
Capital
reserve -
unrealised
£’000
Revenue
reserve
£’000
Special
distributable
reserve
£’000
Total
£’000
Balance as at 1 March 2023 36 57,207 (2,269) 19,420 17,374 - 91,768
Comprehensive income for the year
Loss after tax - - (1,960)) (5,683) (454) - (8,097)
Total comprehensive income for the year - - (1,960) (5,683) (454) - (8,097)
Transactions with owners, recognised
directly in equity
Issue of shares 14 36,308 - - - - 36,322
Share issue cost - (591) - - - - (591)
Cancellation of share premium -
(84,820)
- - - 84,820
-
Repurchase of own shares -
-
- - - (856) (856)
Total transactions with owners,
recognised directly in equity
14 (49,103) - - - 83,964 34,875
Other movements
Prior year fixed asset gains now realised - -
(20)
20 - - -
Re-class to special distributable reserve - - - - (19,158) 19,158 -
Total other movements - - (20) 20 (19,158) 19,158 -
Balance as at 29 February 2024 50 8,104 (4,249) 13,757 (2,238) 103,122 118,546
Comprehensive income for the year
Profit/(loss) after tax - - (2,223) 1,927 513
-
217
Total comprehensive income for the year - - (2,223) 1,927 513 - 217
Transactions with owners,
recognised directly in equity
Issue of shares 22 55,913 - - - - 55,935
Share issue cost - (1,003) - - - - (1,003)
Repurchase of own shares (2) - - - - (3,879) (3,881)
Dividends paid
- - - - - (3,941) (3,941)
Total transactions with owners,
recognised directly in equity
20 54,910 - - - (7,820) 47,110
Other movements
Prior year current asset gains now realised - - 19 (19) - - -
Total other movements -
-
19 (19) - -
-
Balance as at 28 February 2025 70 63,014 (6,453) 15,665 (1,725) 95,302 165,873
Notes to the Financial Statements
FOR THE YEAR ENDED 28 FEBRUARY 2025
44
1. Accounting policies
Accounting convention
Puma VCT 13 plc (“the Company”) was incorporated
in England on 15 September 2016 and is registered
and domiciled in England and Wales. The
Company’s registered number is 10376236. The
registered office is Cassini House, 57 St James’s
Street, London SW1A 1LD. The Company is a public
limited company (limited by shares) whose shares
are listed on LSE as a Closed Ended Investment
Fund. The Company’s principal activities and
a description of the nature of the Company’s
operations are disclosed in the Strategic Report.
The financial statements have been prepared
under the historical cost convention, modified to
include investments at fair value, and in accordance
with the requirements of the Companies Act
2006, including the provisions of the Large and
Medium-sized Companies and Groups (Accounts
and Reports) Regulations 2008 and with FRS 102
“The Financial Reporting Standard applicable in
the UK and Republic of Ireland” (“FRS 102”) and the
Statement of Recommended Practice, “Financial
Statements of Investment Trust Companies and
Venture Capital Trusts” issued in October 2019 by the
Association of Investment Companies (“the SORP”).
Monetary amounts in these financial statements
are rounded to the nearest whole £1,000, except
where otherwise indicated. The functional and
presentational currency of the Company is sterling.
Going concern
The Directors have considered a period of 12 months
from the date of this report for the purposes of
determining the Company’s going concern status,
which has been assessed in accordance with the
guidance issued by the Financial Reporting Council.
The Directors have a reasonable expectation that
the Company has adequate resources to continue
in operational existence for the foreseeable future
and believe that it is appropriate to continue to apply
the going concern basis in preparing the financial
statements. This is appropriate as the Company’s
investments in non-qualifying investments are held
for liquidity purposes and will be sold as and when
required to ensure the Company has adequate cash
reserves to meet the Company’s running costs.
Cash and cash equivalents
Cash, for the purposes of the cash flow statement,
comprises cash at bank and applications cash.
Applications cash relates to funds raised from
investors since the VCT opened for new investment
which have not been allotted as at year end. Cash
equivalents are investments which are disposable
without curtailing or disrupting the business and
are either readily convertible into known amounts
of cash at or close to their carrying values. Interest
earned on cash balances is recorded as income.
Investments
All investments are measured at fair value through
profit and loss. They are held as part of the Company’s
investment portfolio and are managed in accordance
with the investment policy set out on page 20.
Unquoted investments are stated at fair
value by the Directors with reference to the
International Private Equity and Venture Capital
Valuation (“IPEV”) Guidelines as follows:
• Investments which have been made within
the last twelve months or where the investee
company is in the early stage of development
are initially recognised and will usually be valued
at either the price of recent investment or
cost as the closest approximation to fair value,
except where the company’s performance
against plan is significantly different from
expectations on which the investment was
made, in which case a different valuation
methodology will be adopted. Investments are
derecognised when the VCT has transferred
substantially all risks and rewards of ownership.
• For investments that have been held for longer
than 12 months, methods of valuation such as
earnings or revenue-based multiples or Net Asset
Value may be used to arrive at the fair value
• Investments in debt instruments are held at
amortised cost and accrue interest at the rate
agreed within the Investment Agreement.
Interest is shown separately within debtors.
• Realised gains and losses on the disposal of
investments are first recognised in the profit
and loss and subsequently taken to realised
capital reserves.
45
• Unrealised gains and losses on the revaluation
of investments are first recognised in the profit
and loss and subsequently taken to unrealised
capital reserves.
• In preparation of the valuations of assets the
Directors are required to make judgements and
estimates that are reasonable and incorporate
their knowledge of the performance of the
portfolio companies. A key judgement made
in applying the above accounting policy relates
to impairment of the investments. Valuations
are based upon financial information received
from the underlying investee companies,
together with the extensive knowledge and
expertise of the team who work closely with the
investee companies; a fair value is reached using
appropriate valuation techniques consistent
with the IPEV guidelines. Any deviations in
expectations of performance of the underlying
companies are captured within the information
received and, as such, reflected in the fair value.
• Impairment of debt instruments is considered
when arriving at the valuations for equity
shareholders. Loan notes are deducted from the
overall enterprise value before distributing in
line with the appropriate waterfall arrangements
between equity shareholders. If the enterprise
value is greater than the debt instrument, the
loan note is not considered to be impaired.
Income
Dividends receivable on listed equity shares are
brought into account on the ex-dividend date.
Dividends receivable on unquoted equity shares
are brought into account when the Company’s
right to receive payment is established and
there is no reasonable doubt that payment will
be received. Interest receivable is recognised
wholly as a revenue item on an accruals basis.
Performance fees
Performance fees are payable to the Investment
Manager, Puma Investment Management
Limited, and members of the investment
management team at 20% of the amount by
which the Performance Value per Share at
the end of an accounting period exceeds the
High Water Mark (being the higher of 110p and
the highest Performance Value per Share at
the end of any previous accounting period)
and multiplied by the number of Shares in
issue at the end of the relevant period.
At each balance sheet date, the Company
accrues for any performance fee payable
based on the calculation set out above.
Expenses
All expenses (inclusive of VAT) are accounted
for on an accruals basis. Expenses are charged
wholly to revenue, with the exception of:
• expenses incidental to the acquisition or disposal
of an investment charged to capital; and
• the investment management fee, 75%
of which has been charged to capital to
reflect an element which is, in the Directors’
opinion, attributable to the maintenance or
enhancement of the value of the Company’s
investments in accordance with the Board’s
expected long-term split of return; and
• the performance fee which is charged to capital.
Taxation
Corporation tax is applied to profits chargeable
to corporation tax, if any, at the applicable rate
for the year. The tax effect of different items of
income/gain and expenditure/loss is allocated
between capital and revenue return on the
marginal basis as recommended by the SORP.
Deferred tax is recognised in respect of all
timing differences that have originated but
not reversed at the Balance Sheet date, where
transactions or events that result in an obligation
to pay more, or right to pay less, tax in the future
have occurred at the Balance Sheet date. This
is subject to deferred tax assets only being
recognised if it is considered more likely than
not that there will be suitable taxable profits
from which the future reversal of the underlying
timing differences can be deducted. Timing
differences are differences arising between the
Company’s taxable profits and its results as stated
in the financial statements which are capable of
reversal in one or more subsequent periods.
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
46
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
Deferred tax is measured on a non-discounted basis
at the tax rates that are expected to apply in the
periods in which timing differences are expected
to reverse, based on tax rates and laws enacted or
substantively enacted at the Balance Sheet date.
Reserves
Realised losses and gains on investments,
transaction costs, the capital element of the
investment management fee, performance
fee and taxation are taken through the Income
Statement and recognised in capital reserve –
realised on the Balance Sheet. Unrealised losses
and gains on investments are also taken through
the Income Statement and are recognised in capital
reserve – unrealised. The special distributable
reserve includes cancelled share premium and
represents reserves available for dividends and
repurchases of shares subject to additional
VCT restrictions surrounding retention of the
share capital and share premium account.
Debtors
Debtors include other debtors and accrued
income. These are initially recorded at
the transaction price and subsequently
measured at amortised cost, being the
transaction price less any amounts settled.
Creditors
Creditors are initially measured at the
transaction price and subsequently measured
at amortised cost, being the transaction
price less any amounts settled.
Dividends
Dividends payable are recognised as distributions
in the financial statements when the VCT’s liability
to make the payment has been established.
This liability is established on the record date,
the date on which those shareholders on the
share register are entitled to the dividend.
Key accounting estimates and assumptions
The Company makes estimates and assumptions
concerning the future. The resulting accounting
estimates and assumptions will, by definition,
seldom equal the related actual results. The
estimates and assumptions that have a significant
risk of causing a material adjustment to the carrying
amounts of assets within the next financial year
relate to the fair value of unquoted investments.
Unquoted investments are stated at fair value at
each measurement date in accordance with the
appropriate valuation techniques consistent with
the IPEV guidelines outlined in the Investments
section in note 1 to the financial statements above.
Valuations are based upon financial information
received from the underlying investee companies,
together with the extensive knowledge and
expertise of the team who work closely with the
investee companies. Any deviations in expectations
of performance of the underlying companies
are captured within the information received
and, as such, reflected in the fair value. Further
details can be found within the Investments
section in Note 1 of the financial statements
Further details of the unquoted investments are
disclosed in the Investment Manager’s Report on
pages 6 to 11 and notes 8 and 15 to the financial
statements.
2. Income
Year ended
28 February
2025
Year ended
29 February
2024
£’000 £’000
Income from investments
Qualifying interest income 215 305
Qualifying dividend income 2,005 477
Non-qualifying interest
income
198 75
2,418 857
3. Investment management
and performance fees
Year ended
28 February
2025
Year ended
29 February
2024
£’000 £’000
Puma Investments fees 3,079 2,287
Performance fees (see note 12) - -
3,079 2,287
Puma Investment Management Limited (“Puma
Investments”) has been appointed as the
Investment Manager of the Company for an initial
period of five years, which can be terminated by not
less than 12 months’ notice, given at any time by
either party, on or after the fifth anniversary. Puma
Investments has been appointed as the Investment
47
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
Manager for 7 years. The Board is satisfied with the
performance of the Investment Manager. Under
the terms of this agreement Puma Investments
will be paid an annual fee of 2% of the Net Asset
Value payable quarterly in arrears calculated on the
relevant quarter end NAV of the Company. These
fees commenced on 19 March 2018 (the date of
the first share allotment). These fees are capped,
the Investment Manager having agreed to reduce
its fee (if necessary to nothing) to contain total
annual costs (excluding performance fee and trail
commission) to 3.5% of the Company’s net assets.
Total costs this year were 2.5% of the Company’s
net assets as at 28 February 2025 (2024: 2.6%).
In addition to the Investment Manager fees
disclosed above, during the year, Puma Investment
Management Limited charged fees of £582,071
(2024: £366,723) as commission for share issue costs.
4. Other expenses
Year ended
28 February
2025
Year ended
29 February
2024
£’000 £’000
PI Administration
Services fees
540 400
Directors’ remuneration 68 64
Social security costs 4 2
Auditor’s remuneration
for statutory audit
57 74
Other expenses 467 200
1,136 740
Puma Investments provides accounting and
administrative services to VCT 13, payable quarterly
in advance. The fee is calculated as 0.35% of VCT
13’s NAV calculated at each month end NAV.
Directors’ fees paid in the year are disclosed in
the Directors’ Remuneration Report on page 27.
The Company has no employees other than
non-executive Directors (2024: none). The average
number of non-executive Directors during the
year was 3 (2024: 3).
Auditor’s fees of £56,563 (2024: £69,960) have
been grossed up in the table above to be inclusive
of VAT. No non-audit services were provided by
the Company’s auditor in the year (2024: £nil).
Other expenses are made up of several smaller items,
the largest being PR related costs totalling £243,000.
5. Tax
Year ended
28 February
2025
Year ended
29 February
2024
£’000 £’000
UK corporation tax
charged to revenue
reserve - -
UK corporation tax
charged to capital
reserve - -
UK corporation tax
charge for the period - -
Factors affecting tax
charge for the period
Profit /(loss) before
taxation 217 (8,097)
Tax charge calculated
on profit/(loss) before
taxation at the
applicable rate of 25% 54 (2,024)
(Gains)/losses on
investments
(504) 1,482
Tax losses carried
forward
450 542
- -
The corporation tax rate for the current year
is 25% (2024: 25%).
Capital returns are not taxable as the Company
is exempt from tax on realised capital gains
while it continues to comply with the VCT
regulations, so no corporation tax is recognised
on capital gains or losses. Due to the intention
to continue to comply with the VCT regulations,
the Company has not provided for deferred
tax on any realised or unrealised capital gains
and losses. No deferred tax asset has been
recognised in respect of the tax losses carried
forward due to the uncertainty as to recovery.
48
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
6. Basic and diluted profit/(loss) per Ordinary Share
This calculation has been carried out in accordance with IAS 33.
7. Dividends
During the year, a dividend of 3p per Ordinary Share was declared and subsequently paid in relation to
gains on the non-qualifying investment portfolio. The dividend was paid on 16 December 2024 totalling
£3.9 million.
Year ended 28 February 2025
Revenue
£’000
Capital
£’000
Total
£’000
Profit/(loss) for the year
513 (296) 217
Weighted average number of shares in issue for the year
124,799,321 124,799,321 124,799,321
Less: weighted average number of management
incentive shares (see note 12) (3,895,834) (3,895,834) (3,895,834)
Weighted average number of shares for purposes of
profit/(loss) per share calculations 120,903,487 120,903,487 120,903,487
Profit/(loss) per share 0.42p (0.24)p 0.18p
Year ended 29 February 2024
Revenue
£’000
Capital
£’000
Total
£’000
Loss for the year
(455) (7,642) (8,097)
Weighted average number of shares in issue for the year
89,893,382 89,893,382 89,893,382
Less: weighted average number of management
incentive shares (see note 12) (3,895,834) (3,895,834) (3,895,834)
Weighted average number of shares for
purposes of profit/(loss) per share calculations 85,997,548 85,997,548 85,997,548
Loss per share (0.53)p (8.89)p (9.42)p
49
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
(b) Gains/(losses) on investments
Year ended
28 February 2025
£’000
Year ended
29 February 2024
£’000
Movement in realised gain/(loss) on
investments in the year
- (245)
Movement in unrealised gain/(loss) on
investments in the year
1,290 (6,233)
1,290 (6,478)
(c) Quoted and unquoted investments
Market value as at
28 February 2025
£’000
Market value as at
29 February 2024
£’000
Unquoted investments
107,406 78,497
107,406 78,497
8. Investments
The Company received nil (2024: £1.2 million) from investments sold in the year. The book cost of
these investments when they were purchased was nil (2024: £1.5 million). The Company’s
investments are revalued each year, so until they are sold any unrealised gains or losses are
included in the fair value of the investments.
During the year-ended Feb 2024, purchases at cost totalled £27.6m and unrealised loss in the year
totalled £6.2m.
All the Company’s qualifying investments as at 28 February 2025 and 29 February 2024 were unquoted.
Further details of these investments (including the unrealised gains in the year) are disclosed in
the Chairman’s Statement, Investment Manager’s Report, Investment Portfolio Summary and
Significant Investments on pages 2 to 18 of the Annual Report.
(a) Movements in investments
Qualifying venture
capital investments
£’000
Total
£’000
Book cost at 1 March 2024 65,307 65,307
Net unrealised gains at 1 March 2024 13,190 13,190
Valuation at 1 March 2024 78,497 78,497
Purchases at cost 27,619 27,619
Movement in net unrealised gain 1,290 1,290
Valuation at 28 February 2025 107,406 107,406
Book cost at 28 February 2025 92,926 92,926
Net unrealised gains at 28 February 2025 14,480 14,480
Valuation at 28 February 2025 107,406 107,406
50
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
9. Debtors
As at
28 February
2025
As at
29 February
2024
£’000 £’000
Other debtors 114 39
Prepayments 187 265
Accrued income 529 315
830 619
10. Current asset investments
As at
28 February
2025
As at
29 February
2024
£’000 £’000
Current asset investments 45,252
24,799
45,252 24,799
Current asset investments comprise short term
bonds held through collective investment schemes.
During the year to February 2025, gains on current
asset investments totalled £0.7 million, of which
£87,000 was realised (2024: £0.5 million total gains,
of which all was unrealised).
11. Current liabilities
– creditors
As at
28 February
2025
As at
29 February
2024
£’000 £’000
Accruals 772 645
Applications cash 4,789 6,756
Redeemable preference
shares
- 13
5,561 7,414
Included within accruals is nil (2024: £nil) in relation
to performance fees payable.
Applications cash is cash received from investors
to Puma VCT 13 but not yet allotted.
Redeemable preference shares were issued for
total consideration of £12,500 to Puma Investment
Management Limited, being one quarter paid
up, so as to enable the Company to obtain a
certificate under s761 of the Companies Act 2006.
Each of the redeemable preference shares carries
the right to a fixed, cumulative, preferential
dividend of 0.1% per annum (exclusive of any
imputed tax credit available to shareholders)
on the nominal amount thereof but confers no
right to vote except as otherwise agreed by the
holders of a majority of the shares. On a winding-
up, the redeemable preference shares confer
the right to be paid the nominal amount paid on
such shares. The redeemable preference shares
are redeemable at par at any time by the
Company and by the holder. Each redeemable
preference share which is redeemed, shall thereafter
be cancelled without further resolution or consent.
These shares were redeemed during the year.
12. Management performance
incentive arrangement
On 8 December 2016, the Company entered into
an agreement with the Investment Manager and
members of the investment management team
(together “the Management Team”) such that the
Management Team will be entitled in aggregate
to share in 20 per cent of the aggregate excess on
any amounts realised by the Company in excess
of £1.05 per Ordinary Share (“the Performance
Target”). This agreement was amended by a deed
of variation on 28 June 2018 to extend the terms
of this arrangement so as to cover the offers for
subscription that were launched in 2017 and 2018.
The amount of the Performance Incentive Fee
(PIF) is equal to 20% of the amount by which
the Performance Value per Share at the end of
an accounting period exceeds the High Water
Mark (being the higher of 110p and the highest
Performance Value per Share at the end of
any previous accounting period), multiplied
by the number of relevant Ordinary Shares in
issue at the end of the relevant period. That
amount will be allocated, at the discretion of the
Investment Manager, between the Investment
Manager itself and the Management Team.
Under the original 2016 performance incentive
arrangement (set out above) 3,895,834 Ordinary
Shares are held by the Investment Manager and
members of the Management Team (“Performance
Incentive Shares”). Under the terms of that incentive
51
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
As at
28 February
2025
As at
29 February
2024
As at
28 February
2025
As at
29 February
2024
£’000 £’000
Number of
shares
Number of
shares
Allotted, called up and fully paid:
Ordinary shares of 0.05p each 70 50 139,551,650 99,130,662
Alloted, called up and partly paid:
Redeemable preference shares of £1 each - 13 - 50,000
As at
28 February 2025
As at
29 February 2024
£'000 £'000
Net assets
165,873 118,546
Number of shares in issue 139,551,650 99,130,662
Less: management incentive shares (see note 12) (3,895,834) (3,895,834)
Number of shares in issue for purposes of Net Asset
Value per share calculation 135,655,816 95,234,828
Net Asset Value per share
Basic 122.28p 124.48p
arrangement, all rights to dividends are waived except that amounts payable under the PIF
will, where possible, be paid as a dividend through these Performance Incentive Shares.
13. Called-up share capital
14. Net Asset Value per Ordinary Share
During the year, 43,646,363 shares were issued at an average price of 128.2p per share (2024: 26,262,654
shares were issued at an average price of 138.3p per share). The consideration received for these shares
was £55.9 million (2024: £36.3 million).
The rights attached to the Ordinary Shares can be found within the Corporate Governance Statement on
page 28. The rights attached to the Preference Shares can be found within note 11.
52
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
15. Financial instruments
The Company’s financial instruments comprise
its investments, cash balances, debtors and
certain creditors. The fair value of all the
Company’s financial assets and liabilities
is represented by the carrying value in the
Balance Sheet. Excluding cash balances, the
Company held the following categories of
financial instruments at 28 February 2025:
As at
28 February
2025
As at
29 February
2024
£’000 £’000
Financial assets at fair value
through profit or loss 141,514 97,495
Financial assets measured
at amortised cost 11,974 6,420
Financial liabilities measured
at amortised cost (772) (658)
152,716 103,257
Management of risk
The main risks the Company faces from its
financial instruments are market price risk, being
the risk that the value of investment holdings
will fluctuate as a result of changes in market
prices caused by factors other than interest rate
or currency movements, liquidity risk, credit
risk and interest rate risk. The Board regularly
reviews and agrees policies for managing
each of these risks. The Board’s policies for
managing these risks are summarised below
and have been applied throughout the year.
Credit risk
Credit risk is the risk that the counterparty to
a financial instrument will fail to discharge an
obligation or commitment that it has entered
into with the Company. The Investment
Manager monitors counterparty risk on an
ongoing basis. The Company’s maximum
exposure to credit risk is as follows:
As at
28 February
2025
As at
29 February
2024
£’000 £’000
Cash at bank and in hand 13,157 15,289
Applications cash 4,789 6,756
Investments in loan notes 11,144 5,801
Current asset investments 45,252 24,799
Other receivables 830 619
75,172 53,264
The cash held by the Company at the year-end is held
in RBS and the applications cash is held at NatWest.
Bankruptcy or insolvency of the banks may cause the
Company’s rights with respect to the receipt of cash
held to be delayed or limited. The Board monitors the
Company’s risk by reviewing regularly the financial
position of the bank and should it deteriorate significantly
the Investment Manager will, on instruction of the Board,
move the cash holdings to another bank. Both banks
currently have a credit rating of A1.
Investments in loans and loan notes comprises a
fundamental part of the Company’s venture capital
investments, therefore credit risk in respect of these
assets is managed within the Company’s main
investment procedures.
Credit risk relating to current asset investments is
mitigated by investing in a portfolio of investment
instruments of high credit quality with over 90% of
the portfolio invested in investment grade bonds.
Credit risk associated with interest, dividends and
other receivables are predominantly covered by
the investment management procedures.
Market price risk
Market price risk arises mainly from uncertainty about
future prices of financial instruments held by the
Company. It represents the potential loss the Company
might suffer through holding investments in the face
of price movements. The Investment Manager actively
monitors market prices and reports to the Board, which
meets regularly in order to consider investment strategy.
The Company’s views on the economic environment,
which also impacts market price risk, are discussed in the
Investment Manager’s Report on page 6. The Company’s
strategy on the management of market price risk is
driven by the Company’s investment policy as outlined
in the Strategic Report on page 20. The management of
market price risk is part of the investment management
process. The portfolio is managed with an awareness
53
Rate status
Average
interest rate
Period until
maturity
Total
£'000
Cash at bank - RBS
Floating 0.00% - 3,409
Cash at bank - RBS Floating 1.70% 9,748
Applications cash – NatWest Floating 0.00% 4,789
Loan notes Fixed 6.30% 52 months 11,144
Balance of assets Non-interest bearing 142,344
171,434
Rate status
Average
interest rate
Period until
maturity
Total
£'000
Cash at bank - RBS
Floating 0.00% - 5,553
Cash at bank - RBS Floating 1.90% 9,627
Applications cash – NatWest Floating 0.00% 6,756
Loan notes Fixed 9.20% 53 months 4,976
Balance of assets Non-interest bearing 99,048
125,960
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
of the effects of adverse price movements through
detailed and continuing analysis, with an objective
of maximising overall returns to shareholders.
Holdings in unquoted investments may pose
higher price risk than quoted investments. Some
of that risk can be mitigated by close involvement
with the management of the investee companies
along with review of their trading results.
100% (2024: 100%) of the Company’s investments
are unquoted investments held at fair value.
55% of the portfolio (35% of net assets) is valued
using the application of earnings/revenue-based
multiples. An increase in the multiple used by
20% would increase the Net Asset Value by 4.5%
(£173.3m). Conversely, a decrease in the multiple
used by 20% would decrease the Net Asset
Value by 4.2% (£158.9m). The 20% sensitivity
used provides the most meaningful impact of
average multiple changes across the portfolio.
The sensitivity analysis is based on the year-end
position of the investments and so may not be
reflective of the year as a whole.
Liquidity risk
Details of the Company’s unquoted investments are
provided in the Investment Portfolio Summary on
page 14. By their nature, unquoted investments may
not be readily realisable and the Board considers
exit strategies for these investments throughout
the period for which they are held. As at the
year-end, the Company had no borrowings.
The Company’s liquidity risk associated with
investments is managed on an ongoing basis
by the Investment Manager in conjunction with
the Directors and in accordance with policies
and procedures in place as described in the
Strategic Report and the Directors’ Report. The
Company’s overall liquidity risks are monitored
on a quarterly basis by the Board. The Company
maintains access to sufficient cash resources to
pay accounts payable and accrued expenses.
Fair value interest rate risk
The benchmark that determines the interest paid
or received on the current account is the Bank of
England base rate, which was 4.5% at 28 February
2025 (2024: 5.25%).
Cash flow interest rate risk
The Company has exposure to interest rate
movements primarily through its cash deposits
which track the Bank of England base rate.
Interest rate risk profile of financial assets
The following analysis sets out the interest rate
risk of the Company’s financial assets as at
28 February 2025
If interest rates were 1% higher/(lower), this would only affect the cash held at bank earning interest and
the NAV would increase/(decrease) by £97,480/(£97,480), a movement of 0.05%. This is based on the cash
balance at the end of the year and not reflective of the cash balance over the year as a whole.
The following analysis sets out the interest rate risk of the Company’s financial assets as at 29 February 2024.
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
54
Foreign currency risk
The Company’s functional and presentation
currency is Sterling. The Company has not held
any non-Sterling investments during the year.
Fair value hierarchy
Financial assets and liabilities measured at fair
value are disclosed using a fair value hierarchy
that reflects the significance of the inputs used in
making the fair value measurements, as follows:
• Level 1 – Fair value is measured using the
unadjusted quoted price in an active market
for identical assets.
• Level 2 – Fair value is measured using inputs
other than quoted prices that are observable
using market data.
• Level 3 – Fair value is measured using
unobservable inputs.
Fair values have been measured at the
end of the reporting year as follows:
2025 2024
£’000 £’000
Level 1
Current asset investments 45,252 24,799
Level 3
Unquoted investments 107,406 78,497
152,658 103,296
The Level 1 investments have been valued using
the current quoted price.
The Level 3 investments have been valued in line
with the Company’s accounting policies and IPEV
guidelines. This comprises both loan and equity
instruments, which are considered to be one
instrument due to their being bound together when
assessing the portfolio’s returns to the shareholders.
There have been no transfers between levels during
the year. Further details of these investments
are provided in the Significant Investments
section of the Annual Report on pages 15 to 18.
16. Capital management
The Company’s objectives when managing capital
are to safeguard the Company’s ability to continue
as a going concern, so that it can provide an
adequate return to shareholders by allocating its
capital to assets commensurate with the level of risk.
The Company must have an amount of capital, at
least 80% (as measured under the tax legislation)
of which must be, and remain, invested in the
relatively high-risk asset class of small UK companies
within three years of that capital being subscribed.
The Company accordingly has limited scope to
manage its capital structure in the light of changes
in economic conditions and the risk characteristics
of the underlying assets. Subject to this overall
constraint upon changing the capital structure,
the Company may adjust the amount of dividends
paid to shareholders, issue new shares or sell
assets to maintain a level of liquidity to remain
a going concern.
The Board has the opportunity to consider
levels of gearing, however there are no current
plans to do so. It regards the net assets of the
Company as the Company’s capital, as the
level of liabilities is small, and the management
of those liabilities is not directly related to
managing the return to shareholders.
17. Contingencies, guarantees
and financial commitments
There were no commitments, contingencies or
guarantees of the Company at the year-end
(2024: none).
18. Related party disclosures
The Company has delegated the investment
management of the portfolio to Puma Investment
Management Limited and administration services
to PI Administration Services Limited. Further
details of the transactions with these entities
are disclosed in the Directors’ Report on page
24 and in note 3 of the financial statements.
Transactions with Key Management Personnel
are disclosed within the Directors’ Report from
pages 24 to 26.
55
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
19. Post Balance Sheet events
Post year-end, a further 25,866,276 Ordinary
Shares have been issued for cash consideration
of £ 32.6 million.
During the second half of 2024 and early 2025,
Ostmodern engaged in a formal sale process
for one of its digital assets, attracting advanced
and sustained interest from a potential buyer.
However, after a prolonged process, the buyer
withdrew interest. As a consequence, the board
undertook an expedited sale process, seeking
to generate some value for the business and
shed the main source of its cash burn. This
process did not result in a successful outcome
and, as of May 2025, the board has resolved to
place the company into administration. The
company is valued at nil as at February 2025
and as such, there is nil impact to the NAV.
56
Notice of Annual
General Meeting
Puma VCT 13 plc
THE “COMPANY”
Notice is hereby given that the Annual General Meeting of the Company will be held at Cassini House,
57 St James’s Street, London, SW1A 1LD on 18 August 2025 at 11.00 am.
The purpose of the Annual General Meeting is to consider and, if thought fit, pass the following resolutions:
Ordinary Resolutions
1. To receive and adopt the accounts for the financial year ended 28 February 2025, together with the
reports of the Directors and Auditors thereon (the "Annual Report and Accounts 2025").
2. To re-elect David Buchler as a director who retires in accordance with the UK Corporate Governance
Code and, being eligible, offers himself for re-election.
3. To re-elect Stephen Hazell-Smith as a director who retires in accordance with the UK Corporate
Governance Code and, being eligible, offers himself for re-election.
4. To re-elect Graham Shore as a director who retires pursuant to listing rules of the Financial Conduct
Authority and, being eligible, offers himself for re-election.
5. To re-appoint MHA Audit Services LLP (trading as MHA) as Auditors of the Company and to authorise the
Directors to determine their remuneration.
6. To approve the policy set out in the Remuneration Report in the Annual Report and Accounts 2025.
7. To approve the implementation report set out in the Remuneration Report in the Annual Report and
Accounts 2025.
8. That, in addition to existing authorities, the Directors be and hereby are generally and unconditionally
authorised in accordance with section 551 of the Companies Act 2006 (“CA 2006”) to exercise all the
powers of the Company to allot ordinary shares of £0.0005 each in the Company (“Shares”) up to an
aggregate nominal amount of £60,000, such authority to expire on the later of 15 months from the date
of the resolution or the next annual general meeting of the Company (unless previously renewed, varied
or revoked by the Company in general meeting).
9. That, in addition to existing authorities, the Directors be and hereby are generally and unconditionally
authorised in accordance with section 551 of CA 2006 to exercise all the powers of the Company to allot
Shares in connection with the Company’s dividend reinvestment scheme (the terms and conditions of
which are set out on the Company’s webpage at www.pumainvestments.co.uk/landing-pages/dividend-
reinvestment-scheme-puma-vct-13) (“DRIS”) up to an aggregate nominal amount of £8,271, representing
approximately 10% of the share capital in issue as at 16 June 2025, such authority to expire on the date of
the next annual general meeting of the Company (unless previously varied or revoked by the Company in
general meeting).
57
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
Special Resolutions
10. To authorise the Company generally and unconditionally to make one or more market purchases (within
the meaning of section 693(4) of CA 2006) of Shares provided that:
10.1 the maximum aggregate number of Shares that is purchased is 24,796,147;
10.2 the minimum price paid for a Share is £0.0005;
10.3 the maximum price paid for a Share is the higher of:
(i) an amount equal to 105 per cent of the average of the middle market quotations for a Share taken
from the London Stock Exchange Daily Official List for the five business days immediately preceding
the day on which that Share is purchased; and
(ii) an amount equal to the value of a Share calculated on the basis of the higher of the price quoted
for:
(a) the last independent trade of; and
(b) the highest current independent bid for,
a Share as derived from the London Stock Exchange Trading System;
10.4 the Company may validly make a contract to purchase Shares under the authority hereby conferred
prior to the expiry of such authority which will or may be executed wholly or
partly after the expiry of such authority, and may validly make a purchase of Shares in pursuance
of any such contract; and
10.5 unless renewed, the authority conferred by this resolution shall expire either at the conclusion of
the next annual general meeting of the Company or on 18 November 2026, whichever is the earlier
to occur, save that the Company may, prior to such expiry, enter into a contract to purchase Shares
which will or may be completed or executed wholly or partly after such expiry.
11. That, subject to the passing of resolution 8 above, the Directors be and hereby are empowered (pursuant
to section 570(1) of CA 2006) to allot or make offers or agreements to allot equity securities (as defined
in section 560(1) of CA 2006) for cash pursuant to the authority referred to in resolution 8 above as if
section 561 of CA 2006 did not apply to any such allotment, such power to expire at the conclusion of
the Company’s next annual general meeting, or on the expiry of 15 months following the passing of the
resolution, whichever was the later (unless previously renewed or extended by the Company in general
meeting). This power is limited to the allotment of equity securities:
11.1 in connection with any offer for subscription;
11.2 in connection with an offer of equity securities by way of rights; and
11.3 otherwise than pursuant to paragraphs 11.1 and 11.2 above, an offer of equity securities up to an
aggregate nominal amount of 20% of the issued share capital of the Company immediately
following closing of any offer for subscription referred to in paragraph 11.1 above.
12. That, subject to the passing of resolution 9 above, the Directors be and hereby are empowered (pursuant
to section 570(1) of CA 2006) to allot or make offers or agreements to allot equity securities (as defined
in section 560(1) of CA 2006) pursuant to the authority referred to in resolution 9 above as if section 561
of CA 2006 did not apply to any such allotment, provided this power shall expire on the date of the next
annual general meeting of the Company (unless previously varied or revoked by the Company in general
meeting) and provided further that this power shall be limited to the allotment and issue of Shares in
connection with the DRIS up to an aggregate nominal amount of £8,271, representing approximately 10%
of the share capital in issue as at 16 June 2025.
13. That, subject to approval by the High Court of Justice, the amount standing to the credit of the share
premium account of the Company, at the date an order is made confirming such cancellation by the
Court, is cancelled.
BY ORDER OF THE BOARD
58
Information regarding the Annual General Meeting, including the information required by section 311A
of the CA 2006, is available from: www.pumainvestments.co.uk/pages/view/investors-information-vcts.
Notes:
(a) A member entitled to attend and vote at the meeting is entitled to appoint more than one proxy to
exercise all or any of his rights to attend, speak and vote in his place on a show of hands or on a poll
provided that each proxy is appointed to a different share or shares. Such proxy need not be a member
of the Company. A form of proxy is enclosed.
(b) A proxy need not be a member of the Company but must attend the Annual General Meeting in order
to represent his appointor. A member entitled to attend and vote at the Annual General Meeting
may appoint the Chairman or another person as his proxy although the Chairman will not speak for
the member. A member who wishes his proxy to speak for him should appoint his own choice of
proxy (not the Chairman) and give instructions directly to that person. If you are not a member of the
Company but you have been nominated by a member of the Company to enjoy information rights,
you do not have a right to appoint any proxies under the procedures set out in these Notes.
(c) Under section 319A of the CA 2006, the Company must answer any question a member asks relating
to the business being dealt with at the Annual General Meeting unless:
• answering the question would interfere unduly with the preparation for the Annual
General Meeting or involve the disclosure of confidential information;
• the answer has already been given on a website in the form of an answer to a question; or
• it is undesirable in the interests of the Company or the good order of the Annual General Meeting
that the question be answered.
(d) To be valid, a Form of Proxy and the power of attorney or other written authority, if any, under which it is
signed or an office or notarially certified copy or a copy certified in accordance with the Powers of Attorney
Act 1971 of such power and written authority, must be delivered to the Company’s registrars, Neville
Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD. Alternatively, a member can
appoint a proxy or proxies electronically by registering the proxy with Neville Registrars Limited at www.
sharegateway.co.uk using the personal proxy registration code which will be set out in your Form of Proxy.
In each case, your appointment of proxy must be received not less than 48 hours (excluding weekends and
public holidays) before the time appointed for holding the Annual General Meeting or adjourned meeting
at which the person named in the Form of Proxy proposes to vote. In the case of a poll taken more than 48
hours (excluding weekends and public holidays) after it is demanded, the document(s) must be delivered
as aforesaid not less than 24 hours (excluding weekends and public holidays) before the time appointed for
taking the poll, or where the poll is taken not more than 48 hours (excluding weekends and public holidays)
after it was demanded, be delivered at the meeting at which the demand is made.
(e) CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment
service may do so by utilising the procedures described in the CREST Manual. CREST Personal Members
or other CREST sponsored members, and those CREST members who have appointed a voting service
provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the
appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid,
the appropriate CREST message must be transmitted so as to be received by the Company’s agent, Neville
Registrars (whose CREST ID is 7RA11) not less than 48 hours (excluding weekends and public holidays) before
the time appointed for holding the Annual General Meeting or adjourned meeting. For this purpose, the
time of receipt will be taken to be the time (as determined by the timestamp applied to the message by
the CREST Applications Host) from which the Company’s agent is able to retrieve the message by enquiry
to CREST in the manner prescribed. The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(A) of the Uncertificated Securities Regulations 2001.
(f) In order to revoke a proxy instruction a member will need to inform the Company using one of the
following methods:
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
Eliot Kaye
Company Secretary
Registered Office:
Cassini House
57 St James’s Street
London SW1A 1LD
Dated: 17 June 2025
59
• by sending a signed hard copy notice clearly stating the intention to revoke the proxy appointment
to the Company’s registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen,
B62 8HD. In the case of a member which is a company, the revocation notice must be executed
under its common seal or signed on its behalf by an officer of the company or an attorney for the
company. Any power of attorney or any other authority under which the revocation notice is signed
(or a duly certified copy of such power or authority) must be included with the revocation notice.
• by sending the signed notice as an email attachment to info@nevilleregistrars.co.uk.
In either case, the revocation notice must be received by the Company’s registrars, Neville Registrars
Limited, before the Annual General Meeting or the holding of a poll subsequently thereto. If a member
attempts to revoke his or her proxy appointment but the revocation is received after the time specified
then, subject to Note (g) directly below, the proxy appointment will remain valid.
(g) Completion and return of a Form of Proxy will not preclude a member of the Company from attending
and voting in person. If a member appoints a proxy and that member attends the Annual General
Meeting in person, the proxy appointment will automatically be terminated.
(h) Copies of the Directors’ Letters of Appointment and a copy of the current Articles of Association will
be available for inspection at the registered office of the Company during usual business hours on any
weekday (Saturday and Public Holidays excluded) from the date of this notice, until the end of the Annual
General Meeting and at the place of the Annual General Meeting for at least 15 minutes prior to and
during the Annual General Meeting.
(i) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company has specified
that only those holders of the Company’s shares registered on the Register of Members of the Company
as at 6.00 pm on 14 August 2025, in the event that the Annual General Meeting is adjourned, on
the Register of Members 48 hours (excluding weekends and public holidays) before the time of any
adjourned meeting, shall be entitled to attend and vote at the said Annual General Meeting in respect of
such shares registered in their name at the relevant time. Changes to entries on the Register of Members
after 6.00 pm on 14 August 2025 or, in the event that the Annual General Meeting is adjourned, on the
Register of Members less than 48 hours (excluding weekends and public holidays) before the time of any
adjourned meeting, shall be disregarded in determining the right of any person to attend and vote at the
Annual General Meeting.
(j) As at 16 June 2025 the Company's issued share capital comprised 165,417,926 Ordinary Shares. The total
number of voting rights in the Company as at 16 June 2025 is 165,417,926. The website referred to above
will include information on the number of shares and voting rights.
(k) If you are a person who has been nominated under section 146 of the CA 2006 to enjoy information rights
(“Nominated Person”):
• You may have a right under an agreement between you and the member of the Company who has
nominated you to have information rights (“Relevant Member”) to be appointed or to have someone
else appointed as a proxy for the Annual General Meeting;
• If you either do not have such a right or if you have such a right but do not wish to exercise it, you may
have a right under an agreement between you and the Relevant Member to give instructions to the
Relevant Member as to the exercise of voting rights;
• Your main point of contact in terms of your investment in the Company remains the Relevant Member
(or, perhaps your custodian or broker) and you should continue to contact them (and not the Company)
regarding any changes or queries relating to your personal details and your interest in the Company
(including any administrative matters). The only exception to this is where the Company expressly
requests a response from you.
(l) Under section 527 of the CA 2006 (i) members representing at least 5% of the total voting rights of all the
members or (ii) at least 100 members who have a relevant right to vote and hold shares in the Company
on which there has been paid up an average sum, per member, of at least £100 (in accordance with
section 527 of CA 2006) have the right to require the Company to publish on a website a statement
setting out any matter relating to: (i) the audit of the Company’s accounts (including the Auditor’s
report and the conduct of the audit) that are to be laid before the Annual General Meeting: or (ii) any
circumstances connected with an Auditor of the Company ceasing to hold office since the previous
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
60
Annual General Meeting at which the annual accounts and reports were laid in accordance with section
437 of the CA 2006. The Company may not require the members requesting any such website publication
to pay its expenses in complying with section 527 and 528 of the CA 2006. Where the Company is
required to place a statement on a website under section 527 of the CA 2006, it must forward the
statement to the Company’s Auditor not later than the time when it makes the statement available on the
website. The business which may be dealt with at the Annual General Meeting includes any statement
that the Company has been required under section 527 of the CA 2006 to publish on a website.
(m) A corporation which is a member can appoint one or more corporate representatives who may exercise,
on its behalf, all its powers as a member provided that no more than one corporate representative
exercises powers over the same share.
(n) A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation
of votes for or against the resolution. If no voting indication is given, the proxy will vote or abstain from
voting at his or her discretion. The proxy will vote (or abstain from voting) as he or she thinks fit in relation
to any other matter which is put before the Annual General Meeting.
(o) Except as provided above, members who have general queries about the General Meeting should call the
Company’s registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD on
0121 585 1131 during normal office hours.
(p) Members may not use any electronic address provided either in this notice of Annual General Meeting,
or any related documents (including the Chairman's letter and proxy form), to communicate with the
Company for any purposes other than those expressly stated.
(q) Resolutions 2-4: Information about the Directors who are proposed by the Board for re-election at the
Annual General Meeting is shown in the Annual Report and Accounts 2025.
(r) Under section 338 of the CA 2006, shareholders meeting the threshold requirements set out in that
section, may, subject to conditions, require the Company to give to shareholders notice of a resolution
which may properly be moved and is intended to be moved at the Annual General Meeting. A resolution
cannot be moved if it would be ineffective, or if it is defamatory, frivolous or vexatious.
(s) Under section 338A of the CA 2006, shareholders meeting the threshold requirements set out in that
section may, subject to conditions, require the Company to include in the business to be dealt with at the
Annual General Meeting a matter (other than a proposed resolution) which may properly be included in
the business (a matter of business). A matter shall not be properly included in the business to be dealt
with at the Annual General Meeting if it is defamatory, frivolous or vexatious.
Explanation of Resolution 5, and Resolutions 10 to 13, to be proposed at the Annual General Meeting
On page 56 of the Report is the notice of Annual General Meeting which will be held on 18 August 2025.
Set out below is a brief explanation of certain resolutions (including those comprising special business) to
be proposed at the Annual General Meeting.
Resolution 5
As set out in a letter that was circulated to all shareholders in May 2025 (with a notice from MHA, the
company’s auditors), following an internal restructuring MHA Audit Services LLP will now provide statutory
audit services to the Company in place of Macintyre Hudson LLP (both LLPs being part of the MHA group
of companies).
Resolution 10
In certain circumstances it may be advantageous for the Company to purchase its own shares. Resolution
10, which will be proposed as a special resolution, would give the Board authority from shareholders to do
so. Such authority will expire on the date of the 2026 Annual General Meeting or 18 November 2026,
whichever is the earlier. The Directors intend to exercise this power only if and when, in the light of market
conditions prevailing at the time, they believe that the effect of such purchases would be in the best
interests of the Company and shareholders generally. Any shares purchased in this way will be cancelled (in
which case the number of shares in issue will be accordingly reduced).
This resolution specifies the maximum number of shares which may be acquired (being approximately
14.99% of the Company’s issued ordinary shares as at the date of the resolution) and the maximum and
minimum prices at which they may be bought.
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
Resolution 11
The notice of the Annual General Meeting includes a resolution (Resolution 8) which will be proposed to
ensure the Directors have authority to allot ordinary shares in the Company until the date of the 2026
Annual General Meeting or, if later, 18 November 2026, up to an aggregate nominal amount of £60,000
(representing approximately 72.54 per cent of the issued ordinary share capital of the Company as at
16 June 2025). Resolution 11 (which will be proposed as a special resolution) will empower the Directors to
allot ordinary shares under Resolution 8 in connection with any offer for subscription, offer of equity
securities by way of rights or any further offer of equity securities that may be issued by the Company
without regard to any right of pre-emption on the part of the existing shareholders.
Resolution 12
Resolution 12 will be proposed as a special resolution and seeks shareholder authority to empower the
Directors to allot ordinary shares under Resolution 9 in connection with the operation of the DRIS without
regard to any statutory pre-emption rights. The authority conferred by this Resolution 12 will expire on the
date of the Company's 2026 Annual General Meeting (unless previously varied or revoked by the Company
in general meeting).
Resolution 13
Resolution 13, which will be proposed as a special resolution, is a resolution to cancel, pursuant to the
Companies Act 2006 and the Company's articles of association, its share premium account at the date an
order is made confirming such cancellation by the Court, to create a pool of distributable reserves.
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
61
PI002254 0625
Get in touch
We’re here to help
INVESTORS
We recommend you speak to a financial adviser in the first
instance, as we cannot offer investment or tax advice.
If you have any other questions please contact us on
020 7408 4100 or email us at
clientrelations@pumainvestments.co.uk
ADVISERS
Our expert national Business Development Team are here to
help, and would be happy to discuss any of our offers in more
detail with you either by phone or by visiting your offices.
Please contact us on 020 7408 4070 or email us at
businessdevelopment@pumainvestments.co.uk
For further information, please visit
www.pumainvestments.co.uk
Cassini House
57 St James’s Street
London SW1A 1LD
Puma Investments is a trading name of Puma Investment Management Limited which
is authorised and regulated by the Financial Conduct Authority. FCA Number 590919.
Registered office address: Cassini House, 57 St James’s Street, London, SW1A 1LD.
Registered as a private limited company in England and Wales No. 08210180.