1
ANNUAL REPORT & ACCOUNTS 2026
Puma VCT 13 plc
Contents
Officers and
Professional Advisers
Directors'
Report
Chairman’s
Statement
Directors’
Remuneration Report
Financial
highlights
Corporate Governance
Statement
Portfolio
diversification
Independent
Auditor’s Report
Investment Manager’s
Report
Income
Statement
Qualifying
investments
Balance
Sheet
Liquidity management
investments
Statement of
Cash Flows
Investment
portfolio summary
Statement of
Changes in Equity
Directors'
biographies
Notes to the
Financial Statements
Strategic
Report
Notice of Annual
General Meeting
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 profit for the year was £4.2 million (2025: £0.2
million). As a result, the Company’s Net Asset Value (“NAV”)
per share at the end of the year stood at 121.46p (2025: 122.28p),
an increase of 2.18p before accruing for a dividend paid after
the year end. After accruing for the 3p per share dividend
announced during the year but paid after the year end, NAV
per share decreased 0.82p (0.67%).
Fundraising
During the year, the Company undertook a further fundraising.
The Company raised £65.5 million during the year, with a further
£20.8 million raised after the year-end following a strong
demand for the offer.
This equity issue gives the Company substantial deployable
funds which will help spread fixed costs over a wider
shareholder base. It also gives the Company the ability to
continue expanding the portfolio substantially.
Investment activity and portfolio
During the 2025/26 period, the Company made four new
qualifying investments alongside other Puma-managed funds.
These included an investment of £4.4 million into HubBox,
a software platform that helps retailers offer out of home
delivery options such as pick up points and lockers; £4.6
million into Love Corn, a branded snack business producing
crunchy corn snacks in a range of flavours; £4.0 million into
Runa Network, a technology business providing digital
infrastructure to support payments and payouts for businesses
and consumers; and £4.3 million into Yaso, a platform that
helps international brands launch, localise and grow their
e-commerce presence in China by providing an integrated
operating system across areas such as logistics, payments and
storefront operations. Following these investments, the total
number of companies in the portfolio increased to 26.
In addition, follow-on investments were made, including £0.5
million into Bikmo, a specialist provider of cycle insurance and
related services; £1.2 million into Lucky Saint, an alcohol-free
brand focused on premium products; £1 million into NRG, which
operates inclusive, lower-cost gyms across the UK; £0.5 million
into Ron Dorff, a premium men’s activewear brand; and £1.5
million into TravelLocal, an online travel platform that connects
customers directly with local experts to create bespoke travel
experiences.
Within the portfolio, the Company’s holdings in Aveni and NRG
had the largest positive valuation movements and Le Col had
the largest negative valuation movements in the year.
I am pleased to present the report and
financial statements for Puma VCT 13 plc (“the
Company”) for the year to 28 February 2026.
2
The portfolio continued
to grow with four new
portfolio companies
added in the year taking
the total number of
investments to 26
Profit £4.2 million (2025:
£0.2 million), NAV per
share up 2.2p at year end
before accrual of dividend
3p per share dividend
declared during the year
and paid post year-end
Fundraising remained
strong with £65.5 million
raised during the year and
a further £.8 million
raised post year-end
Successful part
sale of interest in
CameraMatics post
year-end, generating
significant cash proceeds
while retaining exposure
to future upside
During the year, Aveni’s valuation increased, reflecting
strong ARR growth driven by new customer wins,
high renewal rates with uplifts, continued product
expansion and, in April 2026, a successful large funding
round in which the VCT participated.
Over the period, NRG Gym’s valuation increased
reflecting strong trading performance, material
revenue and EBITDA growth following the acquisition
of Pump Gyms, and positive momentum ahead of
the planned rollout of three new sites in 2026.
In February, the holding in Le Col was exited following
the sale of the business to HEAD Group, with the
valuation adjusted accordingly to reflect the realised
exit outcome.
Subsequent to the year-end but prior to the approval
of these financial statements, the Company completed
a partial exit of its investment in MySafeDrive Ltd
(trading as CameraMatics).
The Company sold the majority of its holding in
CameraMatics to a syndicate of third-party investors
led by Blume Equity (a European climate tech
focussed private equity firm) whilst retaining a minority
stake. As part of the transaction Blume Equity also
invested new primary growth capital. This leaves the
Company having realised a substantial upfront cash
sum of €5.7 million whilst retaining a minority stake
in a well-capitalised and fast-growing business with
potential for further gain.
As the transaction occurred after the Balance Sheet date,
no adjustment has been made to the carrying value
of this investment in these financial statements. The
disposal has therefore been treated as a non-adjusting
post Balance Sheet event.
NAV
The NAV per share at the year-end was 121.46p (2025:
122.28p). 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.
Outlook
The operating environment has remained challenging
and volatile throughout 2026, and is expected to remain
so, with continued macroeconomic uncertainty, cost
pressures, interest rate sensitivity and ongoing
geopolitical disruption. However, while consumer
confidence remains uneven, UK economy showed
some resilience before the start of the hostilities in the
Gulf. Since then, conditions have worsened with strong
increases in oil-related costs. Reported and disguised
unemployment has risen with companies shedding
staff because of higher employment costs and the
introduction of AI solutions.
Against this backdrop, the Manager remains focused on
deploying capital selectively into high quality, scalable
businesses with strong management teams, clear
routes to growth and strong market positions. Active
engagement with portfolio companies will remain
central to our investment approach, supporting
operational execution, governance and value creation.
The portfolio remains well diversified across consumer,
technology and business services. This balance is
retained intentionally, to mitigate sector specific risks.
Although exit markets remain discriminating, much
work has been done on the portfolio in recent years to
build exit readiness so that as and when markets are
supportive, businesses will be ready.
The successful exit of CameraMatics recently showed
how disciplined investment selection and proactive
portfolio management can deliver attractive
shareholder outcomes even in challenging conditions.
This exit delivers liquidity for the Company whilst also
retaining a stake in this well performing business.
The Manager will continue to pursue opportunities that
balance downside protection with long term growth
potential, while remaining cautious on valuations and
liquidity as market conditions evolve.
David Buchler
Chairman
12 June 2026
3
CHAIRMAN'S STATEMENT > CONTINUED
4
Financial highlights
AS AT 28 FEBRUARY 2026
Company details and performance
Fundraising and cash Qualifying investment activity
£.m
Net Assets
£.m %
of NAV invested in qualifying
investments
£.m
Cash raised during the year
%
Increase in qualifying
value over cost
New investments in year
ending February 2026
£.m
Cash raised post year-end
.p
NAV / Share
p
Dividend in the year
Available for new investments
as at the year-end
5
Portfolio diversification
AS AT 28 FEBRUARY 2026
Invested by industry (fair value)
Figures subject to rounding
%
Consumer
%
Consumer services
%
Financial and insurance
technology
%
Logistics technology
%
Business services
%
HR technology
%
Software and other
technology
%
Hospitality
%
Business services
%
HR technology
%
Consumer services
%
Hospitality
%
Financial and insurance
technology
Invested by industry (cost)
%
Logistics technology
%
Consumer
%
Software and other
technology
%
Advanced manufacturing
6
Investment
Manager’s Report
While the specific drivers have changed,
elevated uncertainty has remained a consistent
feature of the investment environment.
Against these challenging conditions, the resilience
of the UK economy has been notable. Growth
has remained modest rather than strong, but
performance has been robust relative to the
scale of the headwinds faced. Businesses have
absorbed energy price shocks, rising taxes, political
uncertainty and continued regulatory-driven
increases in labour costs. Although consumer
demand remains fragile and debt servicing costs
are no longer expected to fall as quickly as once
was hoped, conditions for many well-managed
SMEs have stabilised compared with the volatility
experienced in the immediate post-pandemic period.
Within this environment, the Manager continues to
focus on identifying innovative, well-run scale-up
businesses and supporting them through active
portfolio management. Working closely with
management teams to refine strategy, strengthen
operational discipline and navigate market
challenges remains, in the Manager’s view, the
most effective way to protect capital and drive
long-term value creation for shareholders.
The portfolio remains deliberately well diversified
across consumer brands, focused software and
technology, and scalable business services. This
diversification helps mitigate the impact of
sector-specific shocks and extreme valuation
movements, while reducing overall correlation risk.
It has also resulted in limited exposure to traditional
Software as a Service models, which may face
heightened disruption as artificial intelligence
continues to reshape parts of the software landscape.
Since the 2016 Brexit referendum,
the economic backdrop has
been characterised by prolonged
uncertainty. That period has
included political instability,
the COVID-19 pandemic,
the post-pandemic and
Ukraine-related cost-of-living
crisis, and more recently ongoing
conflict in the Middle East.
7
While exit markets have remained constrained
and transaction volumes subdued, progress
has continued across the portfolio. A number
of high-quality transactions have taken place
in the wider market, and the Manager has
been particularly pleased with the recent exit of
CameraMatics. This transaction provides a clear
illustration of how disciplined investment selection,
combined with active portfolio management,
can deliver attractive outcomes for shareholders
even in a more challenging exit environment.
INVESTMENT MANAGER’S REPORT > CONTINUED
Qualifying
investments
In this section, we look
at some of the larger
investments within our
portfolio in more detail.
8
Aveni is a technology firm specialising in
artificial intelligence and natural language
processing (NLP) to enhance productivity
and risk oversight in financial services. Its
products, Aveni Assist and Aveni Detect,
use NLP to record, transcribe, and analyse
conversations, providing voice-driven
automation and efficiency. Since investment,
the company has delivered strong revenue
growth and built a robust contracted revenue
base, providing visibility over future growth.
Aveni was also selected to participate in the
FCA’s inaugural Supercharged Sandbox,
completing a successful pilot of its Agent
Asure proposition, designed to enable the
safe deployment of agentic AI in regulated
environments. During the period, the
company strengthened its senior leadership
team and board and remains focused on
product enhancement and expanding its
presence within the UK wealth sector.
HubBox is a last mile delivery technology business
providing software that enables retailers and
carriers to offer out of home (OOH) delivery
options at checkout. The platform simplifies
retailer integration, driving adoption while
delivering reduced costs, lower emissions and
improved delivery flexibility for consumers.
HubBox has strong partnerships with major
carriers including UPS, DPD, DHL and PostNord.
Growth has remained strong, with January 2026
revenue up 41% year on year. During the period,
HubBox closed a £6 million funding round led
by Puma, supporting its focus on scaling the
business across Europe and deepening carrier
relationships. Since investment, the company has
expanded its European footprint by onboarding
additional courier partners and strengthening its
leadership team with a senior hire from DHL.
9
10
Influencer is a global influencer marketing
agency, with offices in the UK, the US,
Germany and the Middle East. It works with
large companies and major advertising
agencies to harness the power of influencer
marketing, utilising its proprietary technology,
Waves, to build and deliver influencer
marketing strategies driven by data
and insights.
Performance across all regions has remained
strong, with the US continuing to grow
in line with budget and supported by
recent blue-chip client wins. This positions
the company strongly for further growth in
the US in the year ahead. The UK remains
the most established and profitable market,
continuing to underpin group performance.
Love Corn a fast-growing healthy snack brand
with a strong presence in both the UK and US,
known for bold flavours and clean, plant-based
ingredients. Its products are widely stocked
in major retailers such as Tesco, Sainsbury’s,
Costco and Whole Foods, appealing to
health-conscious consumers. The business
has sold over 100 million bags, earning
accolades such as the UK’s fastest-growing
snack brand and SME Brand of the Year in 2024.
Since Puma’s investment in early 2025,
Love Corn has delivered strong commercial
momentum, achieving approximately 45%
year on year growth. Performance has been
driven by strong traction in the US, including
new customer wins such as Costco, alongside
continued strength across major retailers
including Walmart and Waitrose and growing
e-commerce sales via Amazon and TikTok Shop.
10
Lucky Saint is a leading alcohol-free beer
brand in the UK. Since Puma’s investment,
Lucky Saint has delivered strong performance,
driven by new product launches, expanded
distribution and improving rates of sale.
Despite a competitive market and ongoing
sector headwinds, the company has
maintained a strong market share and is now
the fifth largest non-alcoholic beer brand
in UK grocery, with growth continuing to
outperform the wider category. Lucky Saint
launched its alcohol-free Lemon Lager
in April 2025 and the alcohol free Weissbier
in September 2025.
Puma is actively supporting the business
as it scales, working closely with
management to strengthen its market
position and support sustainable growth.
NRG Gyms operates inclusive, lower-cost
gyms across the country. NRG Gyms has
continued to deliver strong performance,
with results tracking ahead of budget.
The recently opened Glasgow site has
exceeded initial expectations and has
quickly become one of the top performing
locations within the portfolio. During the
period, management also acquired and
successfully integrated Pump Gyms, further
strengthening operational performance.
11
Pockit provides digital banking services to
under-served communities. Its app enables
international money transfers, direct debits,
online and in-store purchases, and salary
advances for unexpected expenses. Pockit
delivered robust performance during the
period, achieving its highest monthly revenue
in December 2025. It acquired Monese in late
2024 and has been integrating it into Pockit.
The reactivation of Monese’s marketing
activity, alongside pricing adjustments and the
introduction of credit products, has increased
average revenue per user and supported
positive momentum across the business.
Puma is working closely with management
to further support the integration of the
two businesses.
Yaso is an end-to-end platform that allows global
brands to scale in China. Yaso provides the
logistics, warehousing, and operations support to
allow brands to sell their goods in China via social
and e-commerce platforms. Yaso’s technology
integrates with China’s major social and e-commerce
platforms like Douyin (Chinese TikTok) and Tmall
and enables superior data visibility vs legacy in
market distributors. Yaso boasts a number of beauty
brands in its current customer set. Since investment,
Yaso has continued to scale, onboarding new
customers and delivering triple digit growth year
on year. To support this growth, the company has
expanded headcount across key functions including
product, engineering, sales and marketing.
Puma has supported management in refining
and implementing the hiring plan, alongside
strengthening board governance, enhancing
monitoring, and reporting to support the next
phase of growth.
12
13
Puma Investment Management Limited
12 June 2026
Liquidity
management
investments
An active approach is taken to
manage any cash or cash
equivalents 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.
The Company’s liquidity management
strategy focuses on short term bonds held
through collective investment schemes.
Further details of these investments can be
found in note 10 of the financial statements.
14
AS AT 28 FEBRUARY 2026
Investment portfolio summary
Valuation
£’000
Cost
£’000
Gain/(loss)
£’000
% of
Net Assets Multiple
Qualifying investments
ABW Group Limited (“Ostmodern”) - 1,292 (1,292) 0% 0.00x
Aveni Limited 7,393 4,716 2,677 3% 1.57x
Bikmo Limited 7,009 6,826 183 3% 1.03x
Convenient Collect Limited (“HubBox”) 4,399 4,399 - 2% 1.00x
Deazy Limited 2,900 2,900 - 1% 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") 3,297 2,238 1,059 1% 1.47x
Hot Copper Pub Company Limited 297 847 (550) 0% 0.35x
Influencer Limited 15,377 1,800 13,577 7% 8.54x
Iris Audio Technologies Limited 9,843 5,400 4,443 4% 1.82x
Kuai Commerce Limited (“Yaso”) 4,331 4,331 - 2% 1.00x
Love Corn Inc 5,377 4,616 761 2% 1.16x
MyKindaCrowd Limited (“Connectr”) 5,590 5,915 (325) 2% 0.95x
MySafeDrive Limited (“CameraMatics”) 6,276 3,882 2,394 3% 1.62x
Muso Limited 2,361 2,361 - 1% 1.00x
Not Another Beer Co Limited (“Lucky Saint”) 5,481 4,481 1,000 2% 1.22x
NQOCD Consulting Limited (“Ron Dorff”) 5,629 4,600 1,029 2% 1.22x
Open House London Limited 2,065 1,800 265 1% 1.15x
Pockit Limited 17,599 9,961 7,638 8% 1.77x
Runa Network Limited 4,001 4,001 - 2% 1.00x
SA Fitness Holdings Limited (“NRG”) 10,490 4,683 5,807 5% 2.24x
Semeris Limited 2,859 2,859 - 1% 1.00x
Thingtrax Limited 1,012 955 57 0% 1.06x
Transreport Limited 5,418 5,418 - 2% 1.00x
TravelLocal Limited 5,725 3,897 1,828 3% 1.47x
Total qualifying investments 134,729 103,479 31,250 60% 1.30x
Other assets
819 - - 0% -
Total investments
135,548 103,479 31,250 60% 1.30x
Non-qualifying investments 90,581 89,227 1,354 40%
Balance of portfolio (213) (213) - 0%
Net Assets 225,916 192,493 32,604 100%
Of the investments held at 28 February 2026, all are incorporated in England and Wales,
except for MySafeDrive Limited and HR Duo Limited, which are incorporated in Ireland.
15
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 Hazell-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 former 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.
16
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 £0.0005
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 realising
The Directors present their Strategic Report of the Company for the
year ended 28 February 2026. 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.
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.
17
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 7.
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 2027.
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 7). 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 24.
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:
18
STRATEGIC REPORT > CONTINUED
19
STRATEGIC REPORT > CONTINUED
Position at 28 Feb 2026
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
The Company holds at least 80% of its investments in
qualifying companies.
Complied
At least 70% of the Company’s qualifying investments are
held in “eligible shares”.
Complied
No investment constitutes more than 15% of the Company’s
portfolio at time of investment.
Complied
The Company’s income for each financial year is derived
wholly or mainly from shares and securities.
Complied
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.
Complied
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
12 June 2026
Directors' Report
The Directors present their Annual Report and the audited financial
statements of the Company for the year ended 28 February 2026.
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
36. A dividend was declared during the year and paid
post year-end totalling £5.6 million (2025: dividend
of £3.9 million declared and paid during the year).
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 16 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 27.
Directors
The Directors of the Company during the year and
their beneficial interests in the issued Ordinary Shares
of the Company at 28 February 2026 were as follows:
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.
20
0.05p Ordinary Shares
28 February
2026
28 February
2025
David Buchler (Chairman) 20,200 20,200
Graham Shore 51,000 51,000
Stephen Hazell-Smith 20,200 20,200
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 24 to 27 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 2026 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
A resolution to reappoint MHA as independent auditor
will be proposed at the next Annual General Meeting.
Statement as to disclosure of information
to the 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 28th July 2026 at
11.00am. Notice of the Annual General Meeting
is inserted within this document. Members will
be provided with a separate Form of Proxy.
DIRECTORS' REPORT > CONTINUED
21
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 15, 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
12 June 2026
DIRECTORS' REPORT > CONTINUED
22
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 28th July 2026.
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
£73,200 (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 20. Brief biographical
notes on the Directors are given on page 15.
Audited
year ended
28 Feb2026
£
Audited
year ended
28 Feb2025
£
David Buchler (Chairman) 30,000 27,083
Stephen Hazell-Smith 21,600 19,500
Graham Shore 21,600 19,500
73,200 66,083
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 18
August 2025. Votes cast are summarised as follows:
Directors’
Remuneration
Report
For 83.8%
Against 16.2%
Number of votes
withheld 23,212
23
On behalf of the Board
David Buchler
Chairman
12 June 2026
24
The Association of Investment Companies Code of
Corporate Governance (the “AIC Code”), issued by
the AIC in August 2024, addresses the principles and
provisions set out in the UK Corporate Governance
Code (the “UK Code”), issued by the Financial
Report Council (“FRC”) in January 2024, 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 the Code is that the Chairman of the Company
Corporate Governance
Statement
25
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 15.
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;
• providing oversight in relation to the
performance of the investment portfolio; 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 matters 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 is
dealt with by the full Board. The remuneration for
2026/27 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 23,
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
CORPORATE GOVERNANCE STATEMENT > CONTINUED
26
considers that the significant issues in relation to
these financial statements relate to the carrying
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 22, and a statement by the
auditor about its reporting responsibilities is set
out in the Auditor’s Report on pages 28 to 34.
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:
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 Limited holds
CORPORATE GOVERNANCE STATEMENT > CONTINUED
Administration PI Administration Services
Limited
Investment
Management
Puma Investment
Management Limited
27
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 2026, the Investment
Manager employed 79 men and 63 women,
representing approximately 56% male and 44%
female employees.
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.
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 buyback 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 2025 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
12 June 2026
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 page 29
to 30 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”).
28
Opinion
We have audited the financial statements of the
Company for the year ended 28 February 2026. 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 to the financial statements,
including material accounting policies.
The financial reporting framework that has been
applied in the preparation of the Company’s financial
statements is applicable law and United Kingdom
Accounting Standards, including Financial Reporting
Standard 102 “The Financial Reporting Standard
applicable in the UK and Republic of Ireland” (United
Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
• Give a true and fair view of the state of the
Company’s affairs as at 28 February 2026
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 2026 2025
Overall
materiality £2.099m £1.679m 1% (2025: 1%) of the net assets
KEY AUDIT MATTERS
Recurring • Valuation of unquoted investments
29
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:
• Considering the inherent risks to the Company’s
operations and specifically its business model.
• Evaluating how those risks could impact the
Company’s available financial resources.
• Obtaining the Company's compliance reports
prepared by management’s expert during
the year and at year end and reviewing the
underlying calculations to assess whether
the Company was meeting the requirements
necessary to retain its VCT status.
• Considering the Company’s expected future
compliance with legislation, the absence of
bank debt, contingencies and commitments,
and any market or reputational risks.
• Reviewing the forecast cash flows supporting
the Directors’ going concern assessment,
challenging the assumptions and judgements
applied within the forecasts, and assessing their
reasonableness by comparing available cash
resources to forecast expenditure, benchmarking
against the prior year where appropriate, and
considering the level of liquid investments,
including quoted investments held at year end.
• Considering the liquidity risks associated with the
VCT’s investment portfolio, particularly arising
from its 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.
30
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 UNQUOTED INVESTMENTS
Financial
Statement
Elements
Unquoted investments held at fair value
through profit and loss (Note 8)
Key audit
matter
description
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 (IPEV) 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 unquoted
investments. Our audit procedures included:
• Obtaining an understanding of the internal controls over the investment valuations,
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 external valuation experts to evaluate whether the valuation methodology
was appropriate under the IPEV Guidelines.
• Engaging external 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 2026.
Key
observations
Nothing has come to our attention to indicate that the assumptions and judgements
applied by management in determining the valuation of unquoted investments as at
28 February 2026 are unreasonable or materially misstated in accordance with FRS 102
and the IPEV Guidelines.
INDEPENDENT AUDITOR’S REPORT > CONTINUED
FY26
£134.7m
FY25
£107.4m
31
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
£2.099m (2025: £1.679m)
Basis of
determining
overall
materiality
We determined materiality based on 1% (2025: 1%) of net asset value.
We have considered net asset value per share to be the Company’s key financial
metric, as it is one of the principal measures used by shareholders in assessing the
Company’s financial position and performance. Accordingly, we have used net assets
as the benchmark for determining materiality.
Performance
materiality
£1.470m (2025: £1.175m)
Basis of
determining
overall
performance
materiality
We determined performance materiality based on 70% (2025: 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 £105.0k
(2025: £84.0k) 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 investments, and 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.
32
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.
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 21;
• 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 20;
• 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 21;
• Directors' statement on fair, balanced and
understandable set out on page 22;
• Board’s confirmation that it has carried out a
robust assessment of the emerging and principal
risks set out on page 17;
• Section of the annual report that describes the
review of effectiveness of risk management and
internal control systems set out on page 26; and
• Section describing the work of the audit
committee set out on page 25.
Matters on which we are required to report
by exception
We have nothing to report in respect of the
following matters in relation to which the
Companies Act 2006 requires us to report to you if,
in our opinion:
• Adequate accounting records have not been kept,
or returns adequate for our audit have not been
received from branches not visited by us; or
• The financial statements 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.
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
33
INDEPENDENT AUDITOR’S REPORT > CONTINUED
are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high
level of assurance but is not a guarantee that an
audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error
and are considered material if, individually or in
aggregate, they could reasonably be expected to
influence the economic decisions of users taken
on the basis of these financial statements.
A further description of our responsibilities 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.
Audit response to risks identified
In respect of the above procedures:
• We corroborated the results of our enquiries
through our review of the minutes of the
Company’s Board;
• Audit procedures performed by the
engagement team in connection with
the risks identified included:
– Reviewing 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;
34
INDEPENDENT AUDITOR’S REPORT > CONTINUED
– Assessing journal entries recorded during
the year and at period end to identify
and evaluate those with higher risk
characteristics, including unusual posting
patterns or account combinations;
– Evaluating the business rationale of
significant transactions outside the
normal course of business, and reviewing
accounting estimates for bias;
– Making enquiries of management
concerning the existence and status of
actual and potential litigation and claims.
– Challenging the assumptions and
judgements made by management in
its significant accounting estimates, in
particular those relating to the investment
valuations as reported in the key audit
matter section of our report; and
– Obtaining confirmations from third parties to
confirm existence of a sample of balances.
• We communicated relevant laws and
regulations and potential fraud risks to all
engagement team members, including
specialists, 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, initially
under the legal entity Macintyre Hudson LLP and
subsequently under MHA Audit Services LLP.
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 CA
(Senior Statutory Auditor)
for and on behalf of MHA, Statutory Auditor
London, United Kingdom
12 June 2026
MHA is the trading name of MHA Audit Services
LLP, a limited liability partnership in England
and Wales (registered number OC455542)
35
Year ended 28 February 2026 Year ended 28 February 2025
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gain on fixed asset investments 8 - 6,120 6,120 - 1,290 1,290
Gain on current asset investments 10 - 264 264 - 724 724
Income 2 3,320 - 3,320 2,418 - 2,418
3,320 6,384 9,704 2,418 2,014 4,432
Investment management fees 3 (1,036) (3,108) (4,144) (769) (2,310) (3,079)
Performance fee 3 - - - - - -
Other expenses 4 (1,313) - (1,313) (1,136) - (1,136)
(2,349) (3,108) (5,457) (1,905) (2,310) (4,215)
Profit/(loss) before tax 971 3,276 4,247 513 (296) 217
Tax 5 - - - - - -
Profit/(loss) after tax
971 3,276 4,247 513 (296) 217
Basic and diluted profit/(loss)
per Ordinary Share (pence)
6 0.60p 2.02p 2.62p 0.42p (0.24p) 0.18p
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 2026
Income Statement
36
37
AS AT 28 FEBRUARY 2026
Balance Sheet
As at 28 February 2026 As at 28 February 2025
Note £'000 £'000
Fixed assets
Investments 8a 134,729 107,406
Other assets 8d 819 -
135,548 107,406
Debtors 9 1,057 830
Investments 10 90,581 45,252
Applications cash 1,865 4,789
Cash at bank 5,336 13,157
98,839 64,028
Current liabilities 11 (8,471) (5,561)
Net current assets
90,368 58,467
Net assets
225,916 165,873
Capital and reserves
Called up share capital 13 95 70
Share premium 126,999 63,014
Capital reserve - realised (20,131) (6,453)
Capital reserve - unrealised 32,619 15,665
Revenue reserve (754) (1,725)
Special distributable reserve 87,088 95,302
Total equity 225,916 165,873
Net Asset Value per Ordinary Share
14 121.46p 122.28p
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 36 to 51 were approved and authorised for issue by the Board of Directors on 12 June 2026
and were signed on their behalf by:
David Buchler
Chairman
FOR THE YEAR ENDED 28 FEBRUARY 2026
Statement of Cash Flows
Year ended
28 February 2026
Year ended
28 February 2025
£’000 £’000
Reconciliation of profit before tax
Profit before tax 4,247 217
Gain on fixed asset investments (6,120) (1,290)
Gain on current asset investments (264) (724)
Investment income (3,320) (2,418)
Investment income received 2,903 2,088
Decrease in debtors 189 119
Increase in creditors 254 114
Outflow from operating activities (2,111) (1,894)
Cash flow from investing activities
Purchase of fixed asset investments (22,693) (27,619)
Purchase of current asset investments (78,875) (32,364)
Proceeds from disposal of investments 34,482 12,635
Outflow from investing activities (67,086) (47,348)
Cash flow from financing activities
Proceeds received from issue of ordinary share capital 65,496 55,935
Expense paid for issue of share capital (1,485) (1,003)
Movement in applications account (2,924) (1,967)
Shares cancelled in year (2,635) (3,881)
Dividends paid to shareholders - (3,941)
Inflow from financing activities
58,452 45,143
Net decrease in cash and cash equivalents (10,745) (4,099)
Cash and cash equivalents at the beginning of the year 17,946 22,045
Cash and cash equivalents at the end of the year
7,201 17,946
Cash and cash equivalents comprise
Cash at bank 5,336 13,157
Applications cash 1,865 4,789
Cash and cash equivalents at the end of the year 7,201 17,946
38
39
FOR THE YEAR ENDED 28 FEBRUARY 2026
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 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 investment 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
Comprehensive income for the year
Profit/(loss) after tax - - (8,828) 12,104 971
-
4,247
Total comprehensive income for the year - - (8,828) 12,104 971 - 4,247
Transactions with owners,
recognised directly in equity
Issue of shares 26 65,470 - - - - 65,496
Share issue cost - (1,485) - - - - (1,485)
Repurchase of own shares (1)
-
- - - (2,634)
(2,635)
Dividends accrued - - - - - (5,580) (5,580)
Total transactions with owners,
recognised directly in equity
25 63,985 - - - (8,214) 55,796
Other movements
Prior year investment loss now realised - - (4,850) 4,850 - - -
Total other movements -
-
(4,850) 4,850 - -
-
Balance as at 28 February 2026 95 126,999 (20,131) 32,619 (754) 87,088 225,916
47,110
Notes to the Financial Statements
FOR THE YEAR ENDED 28 FEBRUARY 2026
40
. 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 16.
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 12 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.
41
• 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.
Deferred tax is measured on a non-discounted basis
at the tax rates that are expected to apply in the
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
42
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
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 7 and notes 8 and 15 to the
financial statements.
The Company has also made estimates in relation
to deferred consideration receivable arising on the
disposal of Le Col. This amount is contingent on
the future performance of the business and has
been valued using management’s best estimate
of expected outcomes. Actual receipts may differ
from amounts recognised, with any revisions
reflected in future valuations. Further detail can
be found in note 17 of the financial statements.
. Income
Year ended
28 February
2026
Year ended
28 February
2025
£’000 £’000
Income from investments
Qualifying interest income 261 215
Qualifying dividend income 2,923 2,005
Non-qualifying interest
income
136 198
3,320 2,418
. Investment management
and performance fees
Year ended
28 February
2026
Year ended
28 February
2025
£’000 £’000
Puma Investments fees 4,144 3,079
4,144 3,079
Puma Investment Management Limited (“Puma
Investments”) was 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
43
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
been appointed as the Investment Manager for 8
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 2.4% of the Company’s
net assets as at 28 February 2026 (2025: 2.5%).
In addition to the Investment Manager fees
disclosed above, during the year, Puma Investment
Management Limited charged fees of £682,571 (2025:
£582,071) as commission for share issue costs.
. Other expenses
Year ended
28 February
2026
Year ended
28 February
2025
£’000 £’000
Administration fees 725 540
Marketing fees 128 243
Auditor's remuneration
for statutory audit
87 57
Transaction fees 72 34
Directors' fees 70 68
Listing fees 49 21
Tax compliance fees 19 20
FCA fees 16 10
Other fees 147 143
1,313 1,136
Puma Investments provides accounting and
administrative services to VCT 13, payable quarterly
in arrears. The fee is calculated as 0.35% of VCT
13’s NAV calculated on the quarter-end NAV.
Directors’ fees paid in the year are disclosed in
the Directors’ Remuneration Report on page 23.
The Company has no employees other than
Non-Executive Directors (2025: none). The average
number of Non-Executive Directors during the
year was 3 (2025: 3).
Auditor’s fees of £62,368 (2025: £56,563) 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 (2025: £nil).
. Tax
Year ended
28 February
2026
Year ended
28 February
2025
£’000 £’000
UK corporation tax
charge for the period - -
Factors affecting tax
charge for the period
Profit before taxation 4,247 217
Tax charge calculated
on profit before
taxation at the
applicable rate of 25%
(2025: 25%) 1,062 54
Effects of:
Gains on investments (1,596) (504)
Tax losses carried
forward
534 450
- -
The corporation tax rate for the current year
is 25% (2025: 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.
44
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
. Basic and diluted profit/(loss) per Ordinary Share
This calculation has been carried out in accordance with FRS 102 Section 33.
. Dividends
During the year, a dividend of 3p per Ordinary Share was declared and subsequently paid post year-end
in relation to gains on the non-qualifying investment portfolio. The dividend was paid on 13th March 2026
totalling £5.6 million.
For the year ending 28 February 2025, a dividend of 3p per Ordinary Share was paid, reflecting gains
realised within the non-qualifying investment portfolio. The dividend, totalling £3.9 million, was paid
on 16 December 2024.
Year ended 28 February 2026
Revenue
£’000
Capital
£’000
Total
£’000
Profit for the year
971 3,276 4,247
Weighted average number of shares in issue for the year
166,437,355 166,437,355 166,437,355
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 per share calculations 162,541,521 162,541,521 162,541,521
Profit per share 0.60p 2.02p 2.62p
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
45
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
(b) Gains/(losses) on investments
Year ended
28 February 2026
£’000
Year ended
28 February 2025
£’000
Realised loss on investments in the year
(5,444) -
Unrealised gains on investments in the year
11,564 1,290
6,120 1,290
(c) Unquoted investments
Market value as at
28 February 2026
£’000
Market value as at
28 February 2025
£’000
Unquoted investments
134,729 107,406
134,729 107,406
. Investments
Further details of these investments (including the unrealised gains in the year) are disclosed in the
Chairman’s Statement, Investment Manager’s Report and Investment Portfolio Summary on pages
2 to 14 of the Annual Report.
(a) Movements in investments
Qualifying venture
capital investments
£’000
Total
£’000
Book cost at 1 March 2025 92,926 92,926
Net unrealised gains at 1 March 2025 14,480 14,480
Valuation at 1 March 2025 107,406 107,406
Purchases at cost 21,875 21,875
Disposal proceeds (672) (672)
Net unrealised gain 6,120 6,120
Valuation at 28 February 2026 134,729 134,729
Book cost at 28 February 2026 103,479 103,479
Net unrealised gains at 28 February 2026 31,250 31,250
Valuation at 28 February 2026 134,729 134,729
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.
All the Company’s qualifying investments as at 28 February 2026 and 28 February 2025 were unquoted.
During the year, the Company completed the disposal of its investment in Le Col Holdings Limited to HEAD Group.
As part of the disposal consideration, the Company is entitled to receive contingent consideration equal to 10% of Le Col’s
revenue for the financial year ending December 2029, in accordance with the agreed disposal terms.
The contingent consideration has been recognised as a contingent asset and measured at fair value at the date of disposal.
The fair value attributable to VCT 13 at the year-end was £0.8 million (2025: nil).
(d) Other assets
Market value as at
28 February 2026
£’000
Market value as at
28 February 2025
£’000
Contingent consideration
819 -
819 -
46
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
. Debtors
As at
28 February
2026
As at
28 February
2025
£’000 £’000
Other debtors 156 114
Prepayments 111 187
Accrued income 790 529
1,057 830
. Current asset investments
(a) Movements in investments
Non-qualifying
investments
£’000
Total
£’000
Book cost at 1 March 2025 44,083 44,083
Net unrealised gains at 1 March 2025 1,169 1,169
Valuation at 1 March 2025 45,252 45,252
Purchases at cost 78,875 78,875
Disposal proceeds (33,810) (33,810)
Net unrealised gain 264 264
Valuation at 28 February 2026 90,581 90,581
Book cost at 28 February 2026 89,227 89,227
Net unrealised gains at 28 February 2026 1,354 1,354
Valuation at 28 February 2026 90,581 90,581
(b) Gains/(losses) on investments
Year ended
28 February 2026
£’000
Year ended
28 February 2025
£’000
Realised gain/(loss) on investments in the year
(275) 87
Unrealised gain on investments in the year
539 637
264 724
(c) Quoted and unquoted investments
Market value as at
28 February 2026
£’000
Market value as at
28 February 2025
£’000
Quoted investments
90,581 45,252
90,581 45,252
Current asset investments comprise short term bonds held through collective investment schemes.
47
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
As at
28 February
2026
As at
28 February
2025
As at
28 February
2026
As at
28 February
2025
£’000 £’000
Allotted, called up and fully paid:
Ordinary shares of 0.05p each 95 70 189,893,682 139,551,650
. Creditors – amounts falling due within one year
As at
28 February
2026
As at
28 February
2025
£’000 £’000
Accruals 6,606 772
Applications cash 1,865 4,789
8,471 5,561
Included within accruals is nil (2025: nil) in relation to performance fees payable and £5.6 million
in relation to dividends payable (2025: nil).
Applications cash is cash received from investors to Puma VCT 13 but not yet allotted.
. 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% 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 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.
. Called-up share capital
During the year, 52,629,381 shares were issued at an average price of 124.5p per share (2025:
43,646,363 shares were issued at an average price of 128.2p per share). The gross consideration
received for these shares was £65.5 million (2025: £55.9 million).
The rights attached to the Ordinary Shares can be found within the Corporate Governance Statement
on page 27.
48
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
. 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 2026:
As at
28 February
2026
As at
28 February
2025
£’000 £’000
Financial assets at fair value
through profit or loss 213,382 141,514
Financial assets measured
at amortised cost 13,804 11,974
Financial liabilities measured
at amortised cost (6,606) (772)
220,580 152,716
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
2026
As at
28 February
2025
£’000 £’000
Cash at bank and in hand 5,336 13,157
Applications cash 1,865 4,789
Investments in loan notes 12,747 11,144
Current asset investments 90,581 45,252
Other receivables 1,057 830
111,586 75,172
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.
Equity investments in investee companies do not
give rise to contractual rights to receive cash and
are therefore not exposed to credit risk in the same
manner as loan notes or receivables. Instead, the
Company’s exposure in respect of equity investments
is reflected through valuation and market price risks,
which arise from the performance of the underlying
. Net Asset Value per Ordinary Share
As at
28 February 2026
As at
28 February 2025
Net assets
225,916,000 165,873,000
Number of shares in issue 189,893,682 139,551,650
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 185,997,848 135,655,816
Net Asset Value per share
Basic 121.46p 122.28p
49
Rate status
Average
interest rate
Period until
maturity
Total
£'000
Cash at bank - RBS
Floating 0.00% - 2,331
Cash at bank - RBS Floating 1.38% - 2
Applications cash – NatWest Floating 0.00% - 1,865
Loan notes Fixed 3.60% 45 months 12,747
Balance of assets Non-interest bearing - 217,442
234,387
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
businesses. These risks are managed through the
same investment selection, due diligence and ongoing
monitoring processes applied across the portfolio.
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 16. The management of market price risk
is part of the investment management process.
The portfolio is managed with an awareness 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% (2025: 100%) of the Company’s investments
are unquoted investments held at fair value. 78% of
the portfolio (47% 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 7.1% (£241.2
million). Conversely, a decrease in the multiple
used by 20% would decrease the Net Asset
Value by 4.6% (£215.6 million). 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
3.75% at 28 February 2026 (2025: 4.5%).
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 2026.
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
50
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:
2026 2025
£’000 £’000
Level 1
Current asset investments 90,581 45,252
Level 3
Unquoted investments 135,548 107,406
226,129 152,658
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.
6. 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.
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
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 £48/(£48). 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 28 February 2025.
51
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
. Contingencies, guarantees
and financial commitments
At the year-end, the Company held a
contingent right to receive consideration
in respect of the disposal of its investment
in Le Col Holdings Limited.
The contingent consideration represents an
entitlement to 10% of Le Col’s revenue for the
financial year ending December 2029 and is
dependent on the future performance of
the business.
While a fair value of £0.8 million has been
recognised within investments, the receipt
and ultimate value of this consideration
remain uncertain and there is no certainty
that the full amount recognised, or any
amount, will ultimately be received.
There were no commitments, contingencies or
guarantees of the Company as at February 2025.
. 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
20 and in note 3 of the financial statements.
Transactions with Key Management Personnel
are disclosed within the Directors’ Report from
pages 20 to 22.
. Post Balance Sheet events
Post year-end, a further 16,860,441 Ordinary
Shares have been issued for cash consideration
of £20.8 million.
Post year-end further follow on investments
were made for £1.2 million into Love Corn,
£0.6 million into Ron Dorff, £2.9 million into
Aveni, £0.6 million into HR Duo, £0.1 million
into Thingtrax and £4.9 million into Pockit.
During the year, a dividend of 3p per Ordinary
Share was declared and subsequently paid
post year-end in relation to gains on the non-
qualifying investment portfolio. The dividend was
paid on 13th March 2026 totalling £5.6 million.
Subsequent to the year-end but prior to the
approval of these financial statements, the
Company completed a partial exit of its investment
in MySafeDrive Ltd (trading as CameraMatics).
The Company sold the majority of its holding
in CameraMatics to a syndicate of third-party
investors led by Blume Equity (a European
climate tech focussed private equity firm)
whilst retaining a minority stake. As part of the
transaction Blume Equity also invested new
primary growth capital. This leaves the Company
having realised a substantial upfront cash
sum of €5.7 million whilst retaining a minority
stake in a well-capitalised and fast-growing
business with potential for yet further gain.
As the transaction occurred after the Balance
Sheet date, no adjustment has been made to the
carrying value of this investment in these financial
statements. The disposal has therefore been treated
as a non-adjusting post Balance Sheet event.
52
Notice of Annual
General Meeting
Puma VCT 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 28 July 2026 at 11.00 a.m.
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 2026, together with the
reports of the Directors and Auditors thereon (the "Annual Report and Accounts 2026").
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 the UK 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 Directors' Remuneration Policy set out in the Directors' Remuneration Report in the
Annual Report and Accounts 2026.
7. To approve the report on the implementation of the Directors' Remuneration Policy set out in the
Directors' Remuneration Report in the Annual Report and Accounts 2026.
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 £65,000, such authority to expire on the later of 15 months from the date
of the passing of this resolution or the date of the annual general meeting of the Company to be held in
2027 (unless previously renewed, varied or revoked by the Company in general meeting).
9. That, pursuant to article 34.1 of the articles of association of the Company, the Directors be and hereby
are generally and unconditionally authorised in accordance with that article and 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 https://investor.pumainvestments.co.uk/venture-capital-trusts/puma-vct-13/puma-vct-13-
dividend-reinvestment-scheme) (“DRIS”) up to an aggregate nominal amount of £10,338, representing
approximately 10% of the share capital in issue as at 12 June 2026, such authority to relate to any
dividends which may be declared and paid by the Company in the period ending on the date of the
annual general meeting of the Company to be held in 2027, with such authority to expire on the date of
that meeting (unless such authority is previously varied or revoked by the Company in general meeting).
53
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 30,992,443;
10.2 the minimum price paid for a Share is £0.0005;
10.3 the maximum price which may be paid for a Share (exclusive of expenses) shall be not more than an
amount equal to 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) the amount stipulated by article 5(6) of the Market Abuse Regulation (596/2014/EU) (as such
regulation forms part of UK law as amended);
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
annual general meeting of the Company to be held in 2027 or on 27 October 2027, 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 on the later of 15 months from
the date of the passing of this resolution or the date of the annual general meeting of the Company to
be held in 2027 (unless previously renewed, varied or revoked 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;
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 such power shall expire on the date of the
annual general meeting of the Company to be held in 2027 (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 £10,338, representing
approximately 10% of the share capital in issue as at 12 June 2026.
13. That, subject to the approval by the High Court of Justice, the amount standing to the credit of the share
premium account of the Company, at the date the court order is made confirming such cancellation, be
and is hereby cancelled and the amount by which the account is so reduced be credited to a reserve of
the Company.
54
BY ORDER OF THE BOARD
Information regarding the Annual General Meeting, including the information required by section 311A of
the CA 2006, is available from: https://adviser.pumainvestments.co.uk/venture-capital-trusts/puma-vct-13.
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.
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
Eliot Kaye
Company Secretary
Registered Office:
Cassini House
57 St James’s Street
London SW1A 1LD
Dated: 12 June 2026
55
(f) In order to revoke a proxy instruction a member will need to inform the Company using one of the
following methods:
• 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 of the
Company 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 24 July 2026, 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 p.m. on 24 July 2026 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 12 June 2026 the Company's issued share capital comprised 206,754,123 Ordinary Shares. The
total number of voting rights in the Company as at 12 June 2026 is 206,754,123. The website referred to
above will include information on the number of shares and voting rights.
(k) 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 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.
(l) 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;
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
56
• 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.
(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 Annual 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 2026.
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
Explanation of Resolutions 10 to 13 to be proposed at the Annual General Meeting
On page 52 of the Report is the notice of Annual General Meeting which will be held on 28 July 2026. Set
out below is a brief explanation of the resolutions comprising special business to be proposed at the Annual
General Meeting.
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 Annual General Meeting to be held in 2027 or 27 October
2027, 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 12 June 2026) and the maximum and minimum prices
at which they may be bought.
Resolution 11
The notice of 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 Annual General
Meeting to be held in 2027 or 27 October 2027, whichever is the later, up to an aggregate nominal amount
of £65,000 (representing approximately 62.88 per cent of the issued ordinary share capital of the Company
as at 12 June 2026). 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 Annual General Meeting to be held in 2027.
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
57
PI002475 0626
VCT 13 CL-2606
Get in touch
We’re here to help
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.
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 7096 8453 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 7096 8451 or email us at
businessdevelopment@pumainvestments.co.uk
For further information, please visit
www.pumainvestments.co.uk