Blackfinch Spring VCT plc
Annual Report and Financial Statements
for the year ended 31 December 2022
Companies House Number 12166417
Committed

Blackfinch Spring VCT Annual Report and Financial Statements
2
Highlights
Investment Objective
Chairman’s Statement
The Board
Investment Manager’s Review
Investment Portfolio
Strategic Report
Directors’ Report
Statement of Corporate Governance
Statement of Directors’ Responsibilities
Directors’ Remuneration Report
Independent Auditor’s Report
Income Statement
Statement of Changes in Equity
Balance Sheet
Statement of Cash Flows
Notes to the Financial Statements
Directors and Advisers
Notice of Annual General Meeting
03
03
04
06
08
12
33
51
54
60
Contents
24 April 2023
62
66
80
82
84
85
86
100
101

Blackfinch Spring VCT Annual Report and Financial Statements
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24 April 2023
Highlights
Offer for Subscription
In the year ended 31 December 2022, the Company’s offers for subscription
raised £7,903,825 (2021: £8,113,233), with the issue of 8,573,388 (2021:
8,721,908) shares.
Investments
The Company made 17 qualifying investments in the period, for a total of
£9.4m, adding 7 companies to its portfolio that now stands at 20. There were
no realised returns in the year, but there was a small unrealised gain of £0.4m
on investments, which brought the overall investment value to £16.8m.
Net Asset Value (“NAV”) Movement
The NAV per share dropped back 2.4% from 93.08p to 90.85p because of the
effect of operational costs, which outweighed the gain in investment value.
Dividends
No dividends have been paid or are proposed this early in the life of the Company.
The objective of the Company is to invest in innovative growth-stage technology-
enabled companies which are on their scale-up journey. Investments are targeted
in unquoted companies with the potential for high growth and where there is likely
to be a reasonable prospect of a trade sale or clear exit strategy in due course.
Summary Data
Net Asset Value (£‘000)
Shares in issue (‘000)
NAV per ordinary share
Share price
Year ended 31/12/2022
19,267
21,207
90.85p
85.00p
Year ended 31/12/2021
11,760
12,634
93.08p
85.00p
Investment
Objective

Blackfinch Spring VCT Annual Report and Financial Statements
4
Chairman’s
Statement
I am pleased to be writing to Shareholders to present
the Report and Accounts annual review for Blackfinch
Spring VCT plc (the ‘Company’) for the year ended 31
December 2022.
Strong fundraising
During the year the Company raised a further £7.9m and
so allotted a further 8,573,388 shares. Although this
amount was just down from the £8.1m raised in 2021 it was
notable that the first allotment of the Company’s fourth
offer, which opened on 2 September 2022, raised £1.7m,
up from £1.1m in the equivalent allotment of 2021. It is
very encouraging to see this continued confidence in the
Company’s ability to deliver long-term returns through
investments in technology-enabled start-ups.
A growing portfolio
Investment activity has also continued at pace, with a
further seven growth-stage companies added to the
portfolio. Their innovative technologies are solving
challenges in sectors from recruitment to software
development, and even finance. They further diversify the
Company’s portfolio, which now stands at 20 businesses.
In total, £9.4m was invested during the year, a significant
increase from £5.1m in 2021.
A weak economic environment
Although the UK just avoided a recession in 2022, there
was considerable pressure on living costs from rising
inflation, particularly energy prices, not least because of
Russia’s invasion of Ukraine. This pressure fed through
to a few of the portfolio companies, especially those more
directly serving consumers. In particular Kokoon, which
sells headphones and services for those who struggle to
sleep, has required additional funds and support from the
Investment Manager. However, most portfolio companies
have continued to perform well, with all but three of them
delivering growth in the final quarter of the year.
Weak market pricing
The market prices of public technology companies saw
steep declines during 2022, as the exuberance over their
performance during the Covid pandemic wore off. As is
the market standard for VCT’s, the Company links its
portfolio values to these comparable public stocks, and
there was a consequent impact on the portfolio company
valuations, with several reducing or stagnating, despite
good underlying growth in the business.
The effect, combined with ongoing operational costs, was
to reduce the NAV per share to a low of 89.13p at the end
of the third quarter. In the final quarter, continued good
performance from portfolio companies outweighed a more
modest decline in the public markets, and the NAV per
share recovered to 90.85p.
Sustained strength in the investment pipeline
The Investment Manager reports no decline in the number
of innovative new businesses it receives to assess, giving
it the pick of many of the best technology investments
available. Details of those in the current pipeline are given
on pages 27 to 32.
24 April 2023

Blackfinch Spring VCT Annual Report and Financial Statements
5
In addition there remain longer-term prospects to
provide follow-on funding for firms in the manager’s
earlier-stage EIS Portfolios, but only when they have
proved themselves. With a growing active portfolio
there are also increasing opportunities for the
Company to deploy additional capital into its own
best performing businesses.
Outlook
Despite the global challenges of the last year, the Company
has continued to make very good progress towards
its objectives. Going into 2023 with a UK recession
forecast and record high inflation, the macro-economic
environment is likely to be no less testing. However, many
innovative technology-enabled companies can deliver
value to customers whatever the economic circumstances,
and they can succeed regardless. With a strong portfolio,
exciting new potential investments in the pipeline, and
healthy inflows, the prospects for the next year remain
positive. I look forward to the next report to Shareholders.
Peter LR Hewitt, JP, FCSI
Non-executive Chairman
24 April 2023
Companies House Number - 12166417
For any matters relating to your
shareholding in the Company,
please contact The City
Partnership (UK) Limited on
01484 240 910, or by email at
registrars@city.uk.com. For any
other matters please contact
Blackfinch Investments Limited
(“Blackfinch”) on 01542 717 070
or by email at:
enquiries@blackfinch.com.
Blackfinch maintains a website
for the Company:
www.blackfinch.ventures/vct
24 April 2023

Blackfinch Spring VCT Annual Report and Financial Statements
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The Board
Peter Lionel Raleigh Hewitt, JP, FCSI, FRSA (Chairman)
Peter has been a director of 13 public companies over the last 30 years, chairing 7 of these including 7 years as Chairman
and CEO of an AIM quoted construction and facilities management business, which he founded and built from zero
to £25m turnover and 400 people in 4 years. He is Co-Chairman and co-founder of Universal Defence and Security
Solutions Limited, a global defence consultancy; Chairman of Scampton Holdings Limited and a non-executive director
of Terra Mater Renewables Investments AB.
Peter is a former Alderman of the City of London and inaugural Chairman of the City’s £20m Social Investment Fund,
creating investment strategy and policy. Peter is also an individually Chartered Fellow of the Chartered Securities Institute;
a Justice of the Peace on the supplemental list and an Honorary Group Captain in 601 (County of London) Squadron,
RAuxAF, where his role is to partner with the SLT of the RAF.
Kate Jones
Kate’s career spans senior investment leadership and Board roles in the financial services industry including the Pension
Protection Fund, JP Morgan, BlackRock, Schroders and M&G. She began her career as a portfolio manager at Prudential
M&G before playing an instrumental role in the growth of BlackRock’s Solutions business where she built and led the
portfolio management function with responsibility for over £300bn of assets.
She is Non-Executive Chair at the Pension Protection Fund and Non-Executive Chairman of JPMorgan Funds Limited.
Prior roles have included Trustee and Chair of the Investment Committee for Smart Pension Master Trust and Chair of the
board of Trustees of Redstart Educate, a financial education charity. Working with senior executives in multiple sectors
across the UK, Kate is also the co-founder of executive coaching business “&become”.
Reuben Wilcock
Reuben’s expertise in advising early-stage companies has developed through a background spanning academia,
technology start-ups and start-up acceleration. He has founded or co-founded four technology start-ups including Joulo,
a smart home energy spinout which won the 2013 British Gas Connected Homes award and was acquired by Quby in
2014, and Bar Analytics, an IoT start-up that enables global brands to monitor beer quality and sales.
24 April 2023

Blackfinch Spring VCT Annual Report and Financial Statements
7
With a PhD in Electronics, Reuben has extensive product design experience with deep technical knowledge of
hardware, software and manufacturing. He is an inventor on five patents and named author on over 45 peer reviewed
publications ranging from integrated circuit design to genetic algorithms. Before joining Blackfinch, Reuben was a
leading figure in entrepreneurship at the University of Southampton where he sat on its IP Panel for five years, guiding the
commercialisation of research innovations through licensing and spinouts.
Reuben is a Royal Academy of Engineering award winning entrepreneur, and the lifetime membership that affords has
offered visibility of some of the most innovative university spinouts in the UK. In 2015 Reuben founded and ran the Future
Worlds accelerator, mentoring over 250 entrepreneurs and 50 companies over a four-year period. Companies included
5G silicon IP spinout Accelercomm, AI computer vision company Aura Vision, IoT transport startup Route Reports and
HGV data analytics company Dynamon. Whilst at Future Worlds, Reuben also developed the business plan and was the
execution partner for the Z21 Fund, run in partnership with the Solent LEP.
24 April 2023

Investment
Manager’s Review
Despite the wider economic
challenges, 2022 proved an excellent
year for building and consolidating the
Company’s portfolio. It now stands at
20 companies across 14 technology
sectors, such as in software, water,
HR, and marketing. Investment
values range from £200k to £1.8m,
with an average of £839k.
Further details and statistics of the portfolio are given
in the sections below.
Overall, 17 investments were made in the year, of which
seven were into new companies. One of them was
StaffCircle, an HR technology company with a highly
experienced founder. We had been supporting it in the
Blackfinch EIS Portfolios from a very early stage, where
it had consistently performed extremely well, bringing
it to the growth-stage appropriate for investment by
the Company.
The other six new companies were co-investments with
the Blackfinch EIS Portfolios. One is Tangle Software Inc.,
which has developed a powerful ‘no-code’ platform to
make it far faster to develop new software. The company
is registered in the US but it has a British co-founder
and a strong UK presence that ensures its eligibility as a
VCT Qualifying Investment. We are also pleased to have
secured an investment in Currensea, the Company’s first
‘fintech’ (financial technology business). Currensea is
already beating its revenue forecasts with its slick travel
debit card that makes it easier and cheaper to spend
money abroad.
Other investments were follow-ons into existing
portfolio companies. They included Cyclr, which saw stiff
competition amongst new investors to participate in its
Series A raise at the end of March, ultimately leading to a
higher valuation. Another highlight at the end of the year
was Illuma, which had grown its revenue by an impressive
multiple of 2.6 from the year before. We invested another
£430k, which with the increased valuation of our original
investment brought the total value of our holding to £1.8m,
the largest in the Company’s portfolio.
The follow-ons also included the Company’s first debt
investment. Kokoon, which helps people get to sleep
with its award-winning headphones and app, saw a
decline in sales as the economic outlook deteriorated
just at the point it was attempting to raise a large Series A
investment. As a consequence, the Company and other
investors provided a loan to give the founders time either
to secure a large investment, or to sell the business and its
patented intellectual property. Blackfinch is assisting the
business in this process to ensure the best outcome with
the time and funds remaining.
Other portfolio companies have continued to perform well.
While some have reported that sales are closing more
slowly in the current economic climate, overall 17 of them
still grew revenue in the final quarter of the year, with some
Blackfinch Spring VCT Annual Report and Financial Statements
8
24 April 2023

Blackfinch Spring VCT Annual Report and Financial Statements
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24 April 2023
delivering impressive increases. Disappointingly, very
little of this strong performance across the portfolio has
been reflected in higher investment valuations. In line
with our valuation policy and industry guidelines, we link
these valuations to those of comparable companies
listed in public markets. Public technology companies
saw dramatic share price reductions in the course of
2022, and these declines have weighed heavily on
portfolio valuations.
Given the extent of the public market declines, it is
encouraging that there remains even a small net gain
in unrealised returns. At the end of 2021, the revenue
multiples applied to most portfolio companies were at
a discount to those of comparable public companies.
However, by December 2022 there was an average
premium across the portfolio, for example because
companies were demonstrating a much higher growth
rate than public comparables. These premiums were
supported by third-party investments that were made
into some companies during the year. Nonetheless, the
average revenue multiple reduced from 9.8 last year to
7.1. Further details are given in note 11 to the accounts
on pages 93 to 94.
Blackfinch has continued to invest in the Ventures team
that manages the Company’s investments. A new senior
manager joined the team at the start of 2022 and another
is set to join in 2023, while two analysts were hired in the
summer. We have also significantly built up our network
of Venture Partners, the industry leaders and business
experts who support the investment team and sit on the
boards of portfolio companies. At the end of the year, a
total of 75 Venture Partners were available, with 14 of
them appointed to company boards.
As we head into 2023, we will watch the wider economic
situation very closely, and especially the impact it may
have on the Company’s portfolio. However, there is
currently no shortage of high-growth technology-enabled
companies in our pipeline, and those that are doing well in
the current climate have particularly high potential in the
longer-term. I look forward to being able to report on our
next investments in the half yearly review.
Richard Cook
Founder and CEO, Blackfinch Investments Limited
24 April 2023

Investment Manager’s Review
Environmental, Social and Governance Policy (“ESG”)
Blackfinch Spring VCT Annual Report and Financial Statements
10
The Blackfinch Ventures team believes every one of
our portfolio companies should make at least a small
net positive contribution to the world, and that doing
so in a responsible, sustainable manner not only
benefits society and the planet but also reduces
long-term investment risk.
Public sentiment is increasingly concerned with social practices, with the
environment in general, and with climate change in particular. Companies
that ignore such issues face an ever-greater risk of losing both customers and
talented employees. Good governance underpins management of these risks
alongside more conventional business ones, maximising the prospects of long-
term sustainable success for individual companies and the investments made
in them. To this end Blackfinch Ventures applies a formal ESG Policy to the
investments they make on behalf of the Company.
Environmental considerations include not just climate change but also reducing
pollution and waste, and the sustainability of raw materials. The Social element
means actively working towards a healthier and higher quality of life for all
stakeholders, including employees and customers; it includes human rights,
diversity, data privacy, and fair working practices. Governance is concerned
not just with management structures and risk analysis, but with a culture of
transparency, honesty, and integrity. We assess these aspects both from
formal due diligence questions and from conversations with founders,
employees, and customers.
Investing in growing, technology-enabled businesses that address real-world
needs naturally leads us to support those that are set to change the way we live
and work for the better. However, we do not take this for granted and assess
each company in several respects: its central purpose, what it really does in
24 April 2023

Blackfinch Spring VCT Annual Report and Financial Statements
11
pursuit of that purpose, the manner of conducting its business, and importantly
the attitude of its founders. Few early-stage companies have formal ESG
policies of their own, but they must recognise the importance of the principles
involved and place them above short-term business gain.
Whilst all portfolio companies aim to deliver an economic benefit – creating jobs
and growing the economy – some additionally have an explicit environmental or
social purpose. Transreport democratises access to public transport for people
with limited mobility by making it easy for them to book assistance throughout
their journeys; and Cultureshift is similarly finding very strong demand
for its platform to help large organisations tackle workplace bullying and
harassment. Other companies provide such benefits indirectly. For example,
Brooklyn Vendor Assurance includes the capability in its platform to help large
companies manage their suppliers’ ESG performance and progress.
24 April 2023

Investment Manager’s Review
Investment Portfolio
Blackfinch Spring VCT Annual Report and Financial Statements
12
Investment
Brooklyn Supply Chain Solutions Ltd
Client Share Ltd
Cultureshift Communications Ltd
Currensea Ltd
Cyclr Systems Ltd
Edozo Ltd
Illuma Technology Ltd
Kokoon Technology Ltd
Measure Protocol Ltd
Movebubble Limited
Odore Ltd
Placed Recruitment Ltd
Recruitment Smart Technologies Ltd
Spotless Water Ltd
Staffcircle Ltd
Startpulsing Ltd
Tangle Software Inc.
Teamed Ltd
Tended Ltd
Transreport Ltd
Watchmycompetitor.com Ltd
Total fixed asset investments
Net current assets
Net assets
Cost £‘000
900
700
500
1,075
1,300
200
1,130
500
400
-
430
600
780
459
1,000
1,400
350
1,280
700
770
700
15,174
2,483
17,657
Valuation
£‘000
900
758
500
1,075
1,483
200
1,835
500
412
-
430
600
780
496
1,000
1,485
350
1,489
706
1,020
765
16,784
2,483
19,267
% of total
assets value
4.7
3.9
2.6
5.6
7.7
1.0
9.5
2.6
2.1
-
2.2
3.1
4.0
2.6
5.2
7.7
1.8
7.7
3.7
5.3
4.0
87.0
13.0
100.0
Cost £‘000
500
400
500
-
500
200
700
200
-
550
430
-
-
500
-
459
-
-
200
500
700
6,339
4,798
11,137
Valuation
£‘000
528
462
624
-
696
228
737
200
-
-
430
-
-
684
-
706
-
-
200
647
820
6,962
4,798
11,760
% of total
assets value
4.5
3.9
5.3
-
5.9
1.9
6.3
1.7
-
-
3.7
-
-
6.0
-
5.8
-
-
1.7
5.5
7.0
59.2
40.8
100.0
As at 31 December 2022 As at 31 December 2021
24 April 2023

Blackfinch Spring VCT Annual Report and Financial Statements
13
A total of 17 investments were made in the year, up from 14 during 2021.
Seven of these investments were in new companies, of which one originated
from the Blackfinch EIS Portfolios while six were new co-investments with
the EIS Portfolios. Nine others were follow-on investments into existing VCT
portfolio companies, and one was a second tranche investment into new
portfolio company Currensea that was agreed with the original investment.
Four of the investments were made in December, and they are all held at cost.
Most other investments are valued on a financial multiple; a full breakdown of
valuation method is given on page 93. Overall, eight investments decreased in
value in the year, while five increased. However, the increases outweighed the
decreases resulting in an aggregate unrealised gain of £0.44m.
Movebubble Limited was liquidated in 2021, and loss of £549,997 being full
cost of investment was realised in 2021. Therefore, there is no cost disclosed
in the current year.
24 April 2023

Trading as Brooklyn Vendor Assurance, the company has created a
platform that allows the world’s largest businesses to manage all aspects
of their supplier contracts. The solution promotes governance throughout
an organisation in areas including risks, performance, ESG, and compliance.
Brooklyn’s customers include large enterprises such as Danske Bank and
Sainsburys, the product being unique in catering for the very complex needs
of the world’s largest organisations who spend millions on compliance and
governance each year.
* Revenue and profit are not publicly available because only abbreviated
accounts are filed at Companies House.
Company sector
Stage
Asset class
Net assets 31/12/2021
Net assets 31/12/2020
Revenue and profit
Cost of investment
Value of investment
Basis of valuation
Equity held by Blackfinch Spring VCT
Initial investment date
Supply Chain Tech
Scale-up
Equity
£1.24m
£(395k)
n/a *
£900k
£900k
Revenue Multiple
9.6%
March 2021
Blackfinch Spring VCT Annual Report and Financial Statements
14
Investment Manager’s Review
Investment Portfolio - Top 10 Holdings
24 April 2023

Currensea is the UK’s first travel-focused direct debit card which connects
directly with a consumer’s traditional high street current account. The product
allows customers to spend money abroad at the lowest exchange fees, while
removing the need to top up, or set up a new bank account. The company also
operates corporate and affinity partnerships, where participating organisations
and charities can provide free branded cards to their members for mutual
benefits.
* Revenue and profit are not publicly available because only abbreviated
accounts are filed at Companies House.
Company sector
Stage
Asset class
Net assets 30/06/2022
Net assets 30/06/2021
Revenue and profit
Cost of investment
Value of investment
Basis of valuation
Equity held by Blackfinch Spring VCT
Initial investment date
Financial Tech
Scale-up
Equity
£651k
£1.14m
n/a *
£1.07m
£1.07m
Price of recent investment
5.8%
August 2022
Blackfinch Spring VCT Annual Report and Financial Statements
15
Investment Manager’s Review
Investment Portfolio
24 April 2023

Cyclr has a plug-and-play solution that helps software companies connect
their product to data from third-party platforms. The solution avoids having to
develop these integrations from scratch, enabling clients to satisfy requests
for new integrations far faster and at a fraction of the cost of developing them
internally. Cyclr’s elegant solution to this problem is applicable globally,
connects to over 300 of the world’s most popular platforms, and its graphical,
no-code approach sets it apart from the competition.
* Revenue and profit are not publicly available because only abbreviated
accounts are filed at Companies House.
Company sector
Stage
Asset class
Net assets 30/11/2021
Net assets 30/11/2020
Revenue and profit
Cost of investment
Value of investment
Basis of valuation
Equity held by Blackfinch Spring VCT
Initial investment date
Software Tech
Scale-up
Equity
£1.11m
£(136k)
n/a *
£1.30m
£1.48m
Revenue Multiple
8.7%
March 2021
Blackfinch Spring VCT Annual Report and Financial Statements
16
Investment Manager’s Review
Investment Portfolio
24 April 2023

Illuma is a digital advertising company that offers advanced technology
designed to select the best websites on which to deploy adverts to generate
the highest response rates. Its artificial intelligence learns in real-time,
determining the optimum context in which to place any given advert. It does
so ethically without the use of cookies or users’ personal data, unlike many
competing technologies which it regularly outperforms in benchmark tests.
* Revenue and profit are not publicly available because only abbreviated
accounts are filed at Companies House.
Company sector
Stage
Asset class
Net assets 31/12/2021
Net assets 31/12/2020
Revenue and profit
Cost of investment
Value of investment
Basis of valuation
Equity held by Blackfinch Spring VCT
Initial investment date
Advertising Tech
Scale-up
Equity
£1.76m
£356k
n/a *
£1.13m
£1.84m
Price of investment
10.7%
August 2021
Blackfinch Spring VCT Annual Report and Financial Statements
17
Investment Manager’s Review
Investment Portfolio
24 April 2023

Recruitment Smart is a comprehensive end-to-end recruitment platform,
powered by powerful proprietary artificial intelligence (AI) technology, that
helps enterprises optimise their entire hiring process. Companies can use
the platform to sort, screen and manage candidates easily, making the hiring
process capital-efficient, equitable and effective.
* Revenue and profit are not publicly available because only abbreviated
accounts are filed at Companies House.
Company sector
Stage
Asset class
Net assets 31/03/2022
Net assets 31/03/2021
Revenue and profit
Cost of investment
Value of investment
Basis of valuation
Equity held by Blackfinch Spring VCT
Initial investment date
Recruitment Tech
Scale-up
Equity
£510k
£350k
n/a *
£780k
£780k
Revenue Multiple
10.7%
September 2022
Blackfinch Spring VCT Annual Report and Financial Statements
18
Investment Manager’s Review
Investment Portfolio
24 April 2023

StaffCircle is a company with impressively consistent growth that has
developed a platform for managing and engaging employees remotely. Its
cloud-based software allows firms to connect digitally with workers, drive
performance and maintain culture. It is led by a committed founder who has
an impressive track record founding and exiting three previous start-ups. The
company’s platform has clearly differentiated market positioning and is steadily
accumulating more and more customers.
* Revenue and profit are not publicly available because only abbreviated
accounts are filed at Companies House.
Company sector
Stage
Asset class
Net assets 31/03/2022
Net assets 31/03/2021
Revenue and profit
Cost of investment
Value of investment
Basis of valuation
Equity held by Blackfinch Spring VCT
Initial investment date
HR Tech
Scale-up
Equity
£2.08m
£961k
n/a *
£1.00m
£1.00m
Revenue Multiple
7.5%
April 2022
Blackfinch Spring VCT Annual Report and Financial Statements
19
Investment Manager’s Review
Investment Portfolio
24 April 2023

Startpulsing Ltd, trading as OnePulse, allows global brands to gain feedback
on ideas in real time from a community of thousands. With responses coming
in minutes, it helps companies carefully tailor their products and campaigns
to ensure that customers are happy and engaged. It also allows consumers to
directly impact the decision making of companies they use every day whilst
earning money and staying on top of product releases.
* Revenue and profit are not publicly available because only abbreviated
accounts are filed at Companies House.
Company sector
Stage
Asset class
Net assets 31/07/2022
Net assets 31/07/2021
Revenue and profit
Cost of investment
Value of investment
Basis of valuation
Equity held by Blackfinch Spring VCT
Initial investment date
Marketing Tech
Scale-up
Equity
£399k
£618k
n/a *
£1.40m
£1.48m
Revenue Multiple and
Price of Recent Investment
11.3%
March 2021
Blackfinch Spring VCT Annual Report and Financial Statements
20
Investment Manager’s Review
Investment Portfolio
24 April 2023

Teamed simplifies the process for companies hiring and managing employees
internationally, without the need to set up entities abroad. Its Employee-as-a-
Service solution allows employers to seamlessly manage the entire hiring and
employee management process, from employment and compliance, to payroll,
payments and localised benefits, all in one place. It saves employers the stress,
time, and cost of doing it all themselves.
* Revenue and profit are not publicly available because only abbreviated
accounts are filed at Companies House.
Company sector
Stage
Asset class
Net assets 30/11/2021
Net assets 30/11/2020
Revenue and profit
Cost of investment
Value of investment
Basis of valuation
Equity held by Blackfinch Spring VCT
Initial investment date
HR Tech
Scale-up
Equity
£73k
£103k
n/a *
£1.28m
£1.49m
Revenue Multiple
15.1%
September 2022
Blackfinch Spring VCT Annual Report and Financial Statements
21
Investment Manager’s Review
Investment Portfolio
24 April 2023

Transreport’s innovative technology platform makes it easy for people with
reduced mobility to book and receive the special assistance they need for a
journey. As well as this Passenger Assist app, the firm has developed a suite of
products targeting the rail industry’s digital transformation, and it has a strong
vision to address journeys spanning rail, air and road.
* Revenue and profit are not publicly available because only abbreviated
accounts are filed at Companies House.
Company sector
Stage
Asset class
Net assets 30/12/2021
Net assets 30/12/2020
Revenue and profit
Cost of investment
Value of investment
Basis of valuation
Equity held by Blackfinch Spring VCT
Initial investment date
Transport Tech
Scale-up
Equity
£2.74m
£1.36m
n/a *
£770k
£1.02m
Revenue Multiple
7.2%
December 2020
Blackfinch Spring VCT Annual Report and Financial Statements
22
Investment Manager’s Review
Investment Portfolio
24 April 2023

WatchMyCompetitor is a business intelligence software-as-a-service company
that tells customers what their competitors are doing, from price adjustments
to product launches and leadership changes. Its dashboard summarises
current insights, whilst daily feeds – automatically generated but curated by
a human analyst – keep customers on top of any rapidly changing market.
* Revenue and profit are not publicly available because only abbreviated
accounts are filed at Companies House.
Company sector
Stage
Asset class
Net assets 31/12/2021
Net assets 31/12/2020
Revenue and profit
Cost of investment
Value of investment
Basis of valuation
Equity held by Blackfinch Spring VCT
Initial investment date
Market Intelligence Tech
Scale-up
Equity
£2.00m
£37k
n/a *
£700k
£765k
Revenue Multiple
7.7%
August 2021
Blackfinch Spring VCT Annual Report and Financial Statements
23
Investment Manager’s Review
Investment Portfolio
24 April 2023

By the end of the reporting period, cash represented 14% of the Company’s
£19.3m net assets, while investments in qualifying portfolio companies
constituted 87%. A full break-down of these investments is shown in the
chart below, together with a comparison from the previous year.
Investment Manager’s Review
Portfolio Statistics
Blackfinch Spring VCT Annual Report and Financial Statements
24
24 April 2023
Brooklyn, 5.4%
Clientshare, 4.5%
Cultureshift, 3.0%
Currensea, 6.4%
Cyclr, 8.8%
Edozo, 1.2%
Illuma, 10.9%
Kokoon, 3.0%
Measure, 2.5%
Odore, 2.6%
Startpulsing, 8.8%
Placed, 3.6%
Recruitment Smart, 4.6%
Spotless Water, 3.0%
Staffcircle, 6.0%
Tangle, 2.1%
Teamed, 8.9%
Tended, 4.2%
Transreport, 6.1%
WatchMyCompetitor,
4.6%
2022 Portfolio split by valuation (excl. cash)
Spotless Water, 10.1%
Transreport, 9.3%
Brooklyn, 7.6%
Clientshare, 6.6%
Cyclr, 10.0%
Startpulsing, 9.8%
Edozo, 3.3%
Kokoon, 2.9%
CultureShift, 9.0%
Illuma, 10.6%
WatchMyCompetitor,
11.8%
Tended, 2.9%
Odore, 6.2%
2021 Portfolio split by valuation (excl. cash)

The twenty investments to date are in distinct industry sectors, illustrating the
diversification that is being built into the portfolio. It is worth noting that the two
largest sectors – HR Tech and Marketing Tech – serve business customers
across many sectors and are not tied to any particular industry. We nonetheless
plan to further extend the diversification with the next investments.
Blackfinch Spring VCT Annual Report and Financial Statements
25
24 April 2023
Water Tech, 3.0%
Transport Tech, 6.1%
Supply Chain Tech,
5.4%
Service Governance
Tech, 4.5%
Software Tech, 10.9%
Marketing Tech, 13.9%
Property Tech, 1.2%
Sleep Tech, 3.0%
HR Tech, 17.8%
Advertising Tech,
10.9%
Market Intelligence
Tech, 4.6%
Safety Tech, 4.2%
Financial Tech, 6.4%
Recruitment Tech,
8.2%
2022 Portfolio split by industry
Water Tech, 10.1%
Transport Tech, 9.3%
Supply Chain Tech,
7.6%
Service Governance
Tech, 6.6%
Software Tech, 10.0%
Marketing Tech, 16.0%
Property Tech, 3.3%
Sleep Tech, 2.9%
HR Tech, 9.0%
Advertising Tech,
10.6%
Market Intelligence
Tech, 11.8%
Safety Tech, 2.9%
2021 Portfolio split by industry

The portfolio has a B2B (business-to-business) focus, but Kokoon and
Currensea are predominantly B2C (business-to-consumer), while some
investments target both B2B and B2C.
The Company holds a minority stake in each of its portfolio companies, each
currently 1.8–15%. This range is larger than last year, representing the wider
spread of investment amounts into individual companies. Whilst the portfolio
continues to be built out and diversified it is likely that forthcoming investments
will be of a similar size and equity holding, although the range is likely to
continue to increase over time.
Blackfinch Spring VCT Annual Report and Financial Statements
26
24 April 2023
B2B,
13.2m,
79%
B2C, 1.6m,
9%
Both,
2.0m, 12%
2022 Portfolio split by sector
B2B, 5.4m,
77%
B2C, 0.2m,
3%
Both,
1.4m, 20%
2021 Portfolio split by sector

Investment Manager’s Review
Pipeline Overview
An exciting company with a comprehensive, adaptive e-Learning platform to
help students achieve better grades. Focused on A-level students, it creates and
adapts content according to students’ progress using its impressive Artificial
Intelligence. Having already reached profitability, it is seeking expansion into
new subjects and to build on the 200 schools it already supports.
Company sector
Stage
Asset class
EdTech
Scale-up
Equity
Company 1
Blackfinch Spring VCT Annual Report and Financial Statements
27
The Investment Manager continues to benefit from a solid pipeline of opportunities. Some
of the new companies being considered for investment are described below, though it is
likely that only some will complete as they move further through the evaluation process.
24 April 2023

Investment Manager’s Review
Pipeline Overview
Company sector
Stage
Asset class
Customer Experience Tech
Scale-up
Equity
Blackfinch Spring VCT Annual Report and Financial Statements
28
An impressive software company supplying online retailers with solutions to
improve the customer experience both before and after a purchase. Its simple
‘plug and play’ interface integrates with common sales solutions, providing an
end-to-end system to track orders and communicate with customers.
Company 2
24 April 2023

Investment Manager’s Review
Pipeline Overview
Company sector
Stage
Asset class
Travel Tech
Scale-up
Equity
Blackfinch Spring VCT Annual Report and Financial Statements
29
This dynamic company provides businesses with shared transport for
employees’ commutes and other journeys – reducing cost, congestion
and carbon footprint. It partners with local taxi and minibus companies,
and orchestrates them with its own slick technology that makes it easy to
book and manage travel. The company is riding on exponential growth
and is led by an experienced founding team.
Company 3
24 April 2023

Investment Manager’s Review
Pipeline Overview
Company sector
Stage
Asset class
Telecom Tech
Scale-up
Equity
Blackfinch Spring VCT Annual Report and Financial Statements
30
A high-growth business with an innovative solution for mobile phone
companies, providing them with virtual SIM card technology. It improves their
customers’ experience whilst giving more detailed insights on their behaviour.
The company operates in a rapidly growing market in which it has already
established a profitable niche, having tripled its revenue in 2022.
Company 4
24 April 2023

Investment Manager’s Review
Pipeline Overview
Company sector
Stage
Asset class
Legal Tech
Scale-up
Equity
Blackfinch Spring VCT Annual Report and Financial Statements
31
24 April 2023
This exciting legal tech company offers a centralised transaction management
platform for lawyers, increasing efficiency and improving communication
with clients. Having already gained significant traction with leading law-firms
handling Mergers and Acquisitions, it is planning to support additional types
of transaction such as property deals.
Company 5

Investment Manager’s Review
Pipeline Overview
Company sector
Stage
Asset class
Sales Tech
Scale-up
Equity
Blackfinch Spring VCT Annual Report and Financial Statements
32
24 April 2023
A fast-growing company that harnesses Artificial Intelligence to help train
salespeople. By analysing and benchmarking a team’s behaviour through
computer vision, the platform automatically devises tailored training and
sales simulations for each individual. Further advances in the sophisticated
technology are being developed by the company’s impressive team of PhDs.
Company 6

Strategic Report
Investment Policy, Strategy and Objectives
Blackfinch Spring VCT Annual Report and Financial Statements
33
Investment Policy
The Company will focus its investment in unquoted companies with some or
all of the following characteristics:
• Growth-stage and technology-enabled with a focus on innovation,
• The capability to grow quickly through disrupting their markets,
• Strong performance against previous investment round milestones.
The Company’s portfolio companies will be:
• requiring investment of at least £0.2 million,
• entering large growing markets and have the potential for high
return multiples,
• generally able to show evidence of product-market-fit.
Investment Strategy
The Company invests in innovative growth-stage technology-enabled
companies which are on their scale-up-journey and have the potential for high
growth alongside reasonable exit timescales and that are underpinned by clear
ESG values. To be considered for investment, companies must be capable of
growth through disrupting large growing markets, typically of at least £1bn, and
be capable of achieving significant exit multiples. Highly regulated industries,
for example medical technology, are considered only in exceptional cases due
to the timescales involved in bringing products to market.
A key premise of the strategy is identifying companies that have already
delivered convincingly on the milestones associated with any previous
investment rounds. Companies will need to show evidence of product-market-
fit through traction, often in the form of revenue, which is a strong indicator
they are past the inflection point of their growth curve.
24 April 2023

They will also need to demonstrate an ability to control the acquisition of
new customers, typically verifying the success of campaigns through carefully
monitored growth metrics. Companies showing these characteristics have a
higher chance of efficient, quantified growth, which is a key ingredient for
future success.
When assessing investment opportunities, strong emphasis is placed on the
founding team who must be highly motivated, driven, and have a track record
of making excellent decisions under pressure. This team must complement
each other in their skills, which should, in aggregate, cover the core operating
areas of the company. Their interests must be strongly aligned to increasing
the valuation of the company and their own shareholding or options, rather than
only short term personal remuneration. The team’s work ethic is constantly
assessed as is their responsiveness, as a measure of how prepared they are
for the challenges of entering the next stage of their company’s growth. Every
company that is selected for potential investment will have to pass through
a comprehensive due diligence exercise which aims to test its innovations,
financials and VCT eligibility. A relevant technical expert will spend a day with
the company to assess the proposition and status, from high level architecture
to low level code and designs. Analysts model the company’s performance
and growth, and a VCT tax specialist will typically be instructed to determine
whether the investment is expected to be VCT qualifying.
Diversification is intended to be achieved across both sector and stage, with
the Company planning to invest in a broad range of high-calibre technology
enabled opportunities across many sectors. Although Series A is preferred, the
Company diversifies stage risk by balancing earlier opportunities with those
slightly further along their traction curve. This approach gives the potential for
significant returns whilst mitigating the effect of companies that underperform
or fail. The Company will typically invest in opportunities that are bringing
disruptive innovations to large growing markets and are capable of significant
exit multiples.
The Investment Manager’s existing Blackfinch Ventures EIS Portfolio service
creates a strong opportunity for follow-on co-investment. If approved by the
Board and compliant with VCT Rules, these opportunities should benefit from
a higher chance of success due to a deep understanding of the proposition
and growth data from previous years as a portfolio company.
Blackfinch Spring VCT Annual Report and Financial Statements
34
24 April 2023

Co-investments of this nature may be made at different times and on different
terms to those of Blackfinch Ventures EIS Portfolios. Where co-investments
are made simultaneously, an allocation policy determines the proportion of the
overall investment made by each of the EIS Portfolios and the Company, with
exceptions requiring approval from the Investment Committee and in some
cases the Investment Manager’s Conflicts Committee. Approval of this Conflicts
Committee is also required in handling any subsequent conflict between the
funds for the investment.
Where possible, the Investment Manager will look to lead on the investment
round to ensure that timescales and due diligence are within its control. This
approach reduces technology, company and compliance risk and, for founders,
the speed and confidence of execution is attractive, resulting in a pick of the
better opportunities. By the nature of focussing on early-stage investments,
the Company will often co-invest with other investment firms and will look to
secure strong working relationships with those firms during and after the deal
making process.
The Investment Manager will not appoint its own manager or partner as the
NED on the board of its portfolio companies. Instead, where appropriate it aims
to appoint the NED from its network of Venture Partners who are experienced
founders, industry leaders and experts bought together for this purpose. These
Venture Partners add meaningful value through their experience and network,
and founders are increasingly citing this approach as a key differentiator. The
Investment Manager’s portfolio team works with the Venture Partners, and also
collects monthly financial and KPI data from the companies.
Qualifying Investments
Qualifying Investments comprise investments in companies which are carrying
out a qualifying trade (as defined under the relevant VCT legislation), and have
a permanent establishment in the UK, although some may trade overseas. The
Qualifying Companies in which investments are made must have no more than
£15 million of gross assets immediately prior to the investment (or £16 million
immediately after the investment), fewer than 250 employees (or fewer than
500 employees in the case of a Knowledge Intensive Company) and generally
cannot have been trading for more than seven years (or ten years in the case
of a Knowledge Intensive Company) at the time of the Company’s investment.
Blackfinch Spring VCT Annual Report and Financial Statements
35
24 April 2023

Several other conditions must be met for an investment to be classed as a
VCT Qualifying Investment.
The Company is acquiring a portfolio of Qualifying Investments complying with
VCT legislation. At least 30% of the funds raised for shares that were allotted
in the year will be invested in Qualifying Investments within 12 months of the
end of the year, and at least 80% of these funds will be invested in Qualifying
Investments by the start of 2025.
Non-Qualifying Investments
No non-qualifying investments were made during the year. Funds not invested
in Qualifying Investments were held in cash.
Subject to the rules applicable to VCTs, funds not employed in Qualifying
Investments may nonetheless be invested in a limited range of investments
for the purposes of liquidity management, specifically in listed shares, shares
or units in alternative investment funds and UCITS (each of which must be
redeemable on seven days’ notice by the investor) and short-term cash
deposits. These may generate limited additional returns for investors and
mitigate against a rise in value of competing companies. Such investments
are subject to market fluctuations.
Borrowing Policy
The Company has no present intention of utilising gearing as a strategy for
improving or enhancing returns. Under the Company’s Articles of Association,
the borrowings of the Company will not, without the previous sanction of the
Company in general meeting, exceed 25% of the aggregate total amount
received from time to time on the subscription of shares in the Company.
Share Buyback Policy
The shares are traded on the London Stock Exchange’s main market for
listed securities. Although it is likely that there will be an illiquid market for
such shares and, in such circumstances, shareholders may find it difficult to
sell their shares in the market, the Company intends to pursue an active buy
Blackfinch Spring VCT Annual Report and Financial Statements
36
24 April 2023

back policy to improve the liquidity in the Shares where the Company may
repurchase shares which shareholders wish to sell at a discount of 5% to the
latest published Net Asset Value per Share, subject to applicable regulations,
market conditions at the time and the Company having both the necessary
funds and distributable cash resources available for the purpose. The making
and timing of any share buybacks will remain at the absolute discretion of
the Board. The Directors expect that there will be limited demand for share
buybacks from shareholders within the first five years because the only sellers
are likely to be deceased shareholders’ estates and those Shareholders whose
circumstances have changed (to such extent that they are willing to repay the
30% income tax relief in order to gain access to the net proceeds of the sale).
Dividend policy
The Company intends but cannot guarantee to pay: (1) a regular annual
dividend commencing not earlier than in the financial year beginning 1
January 2024 equivalent to 5% of the Company’s Net Asset Value and
(2) special dividends, where appropriate, from the proceeds of successful
exits of portfolio companies that are not reinvested. The Company’s ability
to pay dividends is subject to the existence of realised profits, legislative
requirements and the available cash reserves of the Company. No forecast
or projection is implied or inferred.
Blackfinch Spring VCT Annual Report and Financial Statements
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24 April 2023

Blackfinch Spring VCT Annual Report and Financial Statements
38
Key Performance Indicators (“KPIs”)
and Alternative Performance Measures (“APMs”)
The objective of the Company is to provide long-term
returns where shares are invested for at least five years,
whilst enabling shareholders to benefit from available VCT
tax reliefs. The KPIs and APMs monitored by the Board
towards that objective are:
a. Total Return relative to amount subscribed.
b. The increase in the value of investments.
c. Operational expenses as a proportion of
shareholders’ funds.
d. Ongoing charges ratio, as defined below.
Total Return is the NAV plus dividends paid. With no
dividends having yet been paid it is equivalent to the
NAV. It moved in line with portfolio investment valuations,
increasing to a maximum of 93.19p at the end of the
second quarter, but dropping back to 90.85p by the end
of the year, as valuations were pulled down by the steep
declines in comparable public technology companies.
Total Return is expected to be the best overall measure
of long-term performance, particularly as it reflects
dividend payments as well as current NAV.
The increase in value of investments will reflect
performance within a year, though making it more subject
to external market factors. The net increase in the year
was £437,759, all from unrealised gains, compared to
£622,250 in the previous period.
Operational expenses in the period were 3.27% of
shareholder funds, down from 3.5% in 2021, which had
been limited by the Investment Manager’s fee cap.
Operational expenses are central running costs of the
Company, including Directors’ fees, annual investment
advisory fees, administration fees, but excluding
transactions related fees and expenses, any incentive
fee, any regulatory and compliance costs, and any trail
commissions payable by or on behalf of the Company.
The ongoing charges ratio is the annualised operating
costs divided by the average NAV over the period. It
includes all operating costs expected to be regularly
incurred, be they of a capital or revenue nature, and that
are payable by the Company, but excludes the costs of
acquisition or disposal of investments, financing charges,
and gains or losses on investments.
The Company’s share price over the period is shown in
the graph on page 65. The overall future prospects and
outlook for the VCT are discussed in the Chairman’s
Statement.
The Board also closely monitors the measures defined
by HMRC for its VCT tests, such as those discussed in
Portfolio Statistics on pages 24 to 26, to ensure that the
Company will continue to qualify as a VCT.
Ongoing
Charges Figure
Year to 31
December 2022 (%)
5.07
Year to 31
December 2021 (%)
6.94
24 April 2023

Blackfinch Spring VCT Annual Report and Financial Statements
39
Investment Management Agreement
An agreement (the “Investment Management Agreement”) dated 10
December 2020 and made between the Company and Blackfinch whereby
Blackfinch will, with effect from the commencement date, be appointed as
the Company’s Investment Manager to provide discretionary investment
management services to the Company in respect of its portfolio of Qualifying
Investments and Non-Qualifying Investments. Blackfinch will receive an
annual fee equal to 2.5% of the Net Asset Value (plus VAT if applicable)
payable quarterly in arrears, the first payment to be made in respect of the
period from the Effective Date until the termination of the Investment Advisory
Agreement. Blackfinch is entitled to reimbursement of expenses incurred in
performing its duties under the agreement, and will also be entitled to receive
and retain transaction and introductory fees, directors’ fees, monitoring
fees, consultancy fees, corporate finance fees, syndication fees, exit fees and
commissions in relation to portfolio companies.
The appointment of the Investment Manager in relation to the investment
management services commenced on the Effective Date and will continue
unless and until terminated by either party giving to the other not less than 12
months’ notice in writing, such notice not to take effect before the end of the
fifth anniversary following the last allotment of Shares pursuant to an offer for
subscription made by the Company. The Investment Management Agreement
is subject to earlier termination by either party in certain circumstances.
The Investment Manager has agreed to indemnify the Company by such
amount as is equal to the excess by which the Annual Running Expenses of
the Company exceeds 3.5% of the Net Asset Value, calculated on an annual
basis The provision by the Investment Manager of discretionary investment
management services is subject to the overall control, direction and
supervision of the Directors.
Performance Incentive
As is customary in the venture capital industry, Blackfinch Investments is
incentivised with a performance related incentive payable in relation to each
accounting period, subject to the Performance Value per Share being at least
130p at the end of the relevant accounting period.
24 April 2023
Key Contracts

Blackfinch Spring VCT Annual Report and Financial Statements
40
24 April 2023
The amount of the performance incentive fee 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 130p 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. The Directors believe that the performance incentive structure provides
a strong incentive for the Investment Manager to make distributions as high
and as soon as possible.
The Performance Value per Share is defined as the total of:
i. the Net Asset Value,
ii. all performance incentive fees previously paid or accrued by the VCT to
Blackfinch as investment adviser for all previous accounting periods, and
iii. the cumulative amount of dividends paid by the VCT before the relevant
accounting reference date. This includes the amount of those dividends in
respect of which the exdividend date has passed as at that date,
divided by the number of shares in issue in the VCT on the relevant date.
At the end of the year, the Performance Value per Share is less than the initial
High Water Mark of 130p and so no performance incentive is payable.
Administration Agreement
Under the terms of the administration agreement dated 11 November 2019,
Blackfinch agreed to provide certain administration services, company
secretarial services and fund accounting services to the Company. In exchange
for these services, the Company has agreed to pay to Blackfinch an annual
fee of either 0.3% of Net Asset Value or £60,000 (plus VAT if applicable),
whichever is higher. This agreement will continue until either party chooses
to terminate after giving the other part no less than 12 months’ notice of
termination in writing. Termination should not take effect before the end of the
fifth anniversary following the last offer for subscription made by the Company,
but the agreement is subject to early termination in certain circumstances,
such as in the event of certain breaches or the insolvency of either party.
Key Contracts

Blackfinch Spring VCT Annual Report and Financial Statements
41
24 April 2023
Receiving Agent Agreement
Under the terms of the receiving agent agreement dated 1 September 2022,
Blackfinch agreed to provide receiving agent services to the Company. In
exchange for these services, the Company has agreed to pay to Blackfinch an
annual fee of £13,000 (plus VAT if applicable). This agreement will continue
until either party chooses to terminate after giving the other part no less than
30 days’ notice of termination in writing. The agreement is subject to early
termination in certain circumstances, such as in the event of certain breaches
or the insolvency of either party.
Investment management services and Administration
Blackfinch is paid an annual fee of 2.5% of Net Asset Value (plus VAT if
applicable) for the investment management services it provides to the
Company. The fee is payable quarterly in arrears. The Company is responsible
for its normal third party costs including (without limitation) listing fees, audit
and taxation services, legal fees, sponsor fees, registrars’ fees, receiving agent
fees, Directors’ fees and other incidental costs. Blackfinch has agreed to cap
the total Annual Running Expenses plus any Execution-Only Intermediary
Ongoing Fee payments to a maximum of 3.5% of Net Assets and any excess
above this will be borne by Blackfinch. A maximum of 75% of the Company’s
management expenses will be capable of being charged against capital
reserves with the balance charged against revenues.
Custody Agreement
A Custody Agreement dated 11 November 2019 between the Company and
Blackfinch under which Blackfinch agrees to hold securities in certificated form
on behalf of the Company as custodian for an annual fee of £5,000 plus VAT,
terminable by either party giving to the other not less than 12 months’ notice
in writing, such notice not to take effect before the end of the fifth anniversary
following the last allotment of shares pursuant to an offer for subscription made
by the Company, but subject to early termination in certain circumstances.
As required by the Listing Rules, the Directors can confirm that, in their opinion it
is in the best interests of the shareholders as a whole to continue the appointment
of Blackfinch Investments Limited as the Investment Manager and Administrator.
In order to come to a conclusion, the Directors have taken into account the length
of notice period, performance to date and the standard of service received.
Key Contracts

Blackfinch Spring VCT Annual Report and Financial Statements
42
24 April 2023
The Board and the Audit Committee have an ongoing
process for identifying, evaluating and monitoring the
principal and emerging risks facing the Company.
The Board has listed below details of these including
the measures taken in order to mitigate these risks
as far as practicable.
VCT status qualifying risk
The Company must comply with section 274 of the Income Tax Act 2007.
This act enables investors to take advantage of tax relief on their investment
and future returns when investing in a VCT. If the Company breaches any of
the rules in section 274, this could result in the loss of VCT status. Breaches
could also result in investors becoming liable to pay income tax on dividends
received from the Company and in some circumstances, investors may have
to repay the initial income tax relief on their investment. The most prevalent
risks to VCT status at this time are if the VCT fails to invest 80% of its funds
into Qualifying Investments by the second anniversary of the end of the
accounting period in which the Company issued the shares, or if any investee
company loses its qualifying status.
Working closely with the Board, Blackfinch as the Investment Manager keeps
track of the VCT’s qualifying status to ensure it remains qualifying. Regular
reports are provided to and discussed with the Board, the Board reviews the
status of the VCT tests on a quarterly basis. Philip Hare & Associates has also
been appointed as Tax Adviser to provide monitoring reports to the Board
twice yearly.
Investment, performance and valuation risk
The Company will mainly invest in growth-stage technology-enabled VCT
qualifying companies. These companies by their nature entail a higher level
of risk, are more volatile and will be less liquid than holding larger quoted
companies. There may also be constraints on the realisation of investments
to maintain the VCT tax status of the Company.
Principal and
Emerging Risks

Blackfinch Spring VCT Annual Report and Financial Statements
43
24 April 2023
The Board and Investment Manager aim to minimise the investment risk
attached to the investment portfolio as a whole by ensuring that a robust
and structured selection, monitoring and realisation process is in place.
Diversification is intended to be achieved across both sector and stage, the
latter by balancing earlier opportunities with those slightly further along
their traction curve. The investment portfolio is reviewed by the Board and
Investment Manager together on a regular basis.
The Company’s investment valuation methodology is reliant on the portfolio
companies issuing accurate and complete information. In particular,
the Directors may not be aware of or take into account certain events or
circumstances which may happen after the information issued by such
companies is reported. The unquoted investments held by the Company are
designated at fair value through profit or loss and valued in accordance with
the International Private Equity and Venture Capital Valuation Guidelines
as updated in 2018. These guidelines set out recommendations, intended
to represent current best practice on the valuation of venture capital
investments. The valuation takes into account all known material facts up
to the date of approval of the Financial Statements by the Board.
Regulatory and compliance risk
The Company is an alternative investment fund for the purposes of the
Alternative Investment Fund Managers Directive (“AIFMD”) and has appointed
Blackfinch Investments Limited as its Alternative Invest Fund Manager (AIFM).
It must abide by the Prospectus and Transparency Directives. The Company
is also required to comply with the Companies Act 2006, the rules of the UK
Listing Authority, and United Kingdom Accounting Standards. If the Company
breaches any of these it could lead to number of detrimental outcomes
including but not limited to suspension of the Company’s Stock Exchange
listing, reputational damage, or financial penalties.
The day to day running of the Company is overseen by Blackfinch. The
Board is updated at Board Meetings at least quarterly on all regulatory and
compliance matters and take specific legal action when required. The Board
and the Investment Manager employ third parties to ensure that the Company
complies with all its regulatory obligations.
Principal and
Emerging Risks

Blackfinch Spring VCT Annual Report and Financial Statements
44
24 April 2023
These parties include Howard Kennedy as Sponsor and Legal Adviser,
City Partnership as Company Secretary and Philip Hare & Associates as
Tax Adviser. The Investment Manager also employs a team of compliance
specialists who support the Board in ensuring that the Company is compliant.
Operational and Internal control risk
There is a risk of failure of the systems and controls of any of the Company’s
advisers, leading to an inability to service shareholder needs adequately,
provide accurate reporting and accounting, and to ensure the Company is
complying with all VCT legislation rules. To mitigate these risks, the Company
relies on a number of third parties, in particular the Investment Manager, to
provide it with necessary services such as Sponsor, Company Secretary,
Receiving Agent, Registrar, Solicitors and Tax Advisers. There is a risk of failure
of the systems and controls of any of the Company’s advisers, leading to an
inability to service shareholder needs adequately, provide accurate reporting
and accounting and to ensure the Company is complying with all VCT
legislation rules. The Board regularly reviews the system of internal controls,
both financial and non-financial operated by the Company and key third-party
advisers. These include controls designed to ensure that the VCT’s assets are
safeguarded, that third parties have adequate controls in place to prevent data
protection breaches and cyber attacks, and that proper accounting records
are maintained. In addition, the Board regularly reviews the performance of its
service providers to ensure that they continue to have the necessary expertise
and resources to provide the expected level of service.
Economic, political and other external factors
The valuation of investment companies in the portfolio may be affected by
economic, political and other external factors such as a movement in interest
rates, labour shortages, high inflation, very high energy costs, general fears
of a recession or Russia’s invasion of Ukraine. The Company aims to invest in
a diversified portfolio across a range of stages and sectors and also maintains
cash to ensure it can provide follow-on investments when companies require it.
The Board and the Investment Manager are continually assessing the
implications of the aforementioned economic, political and external factors
which have an impact on the UK and Global economies.
Principal and
Emerging Risks

Blackfinch Spring VCT Annual Report and Financial Statements
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24 April 2023
This ensures that exposure to the risks for each portfolio company are
addressed and where needed action is taken to minimise the risk.
The economic and political environment as well as external factors are
kept under constant review and the investment strategy is adapted as far
as possible to mitigate emerging risks.
Governance risk
The Directors of the Company are aware that an ineffective Board could
have a negative impact on the Company. The Board recognises the
importance of effective leadership and board composition and this is
ensured by completing an annual evaluation process, with action taken
if required. City Partnership is appointed as Company Secretary to
monitor corporate governance best practice.
Cash flow risk
The Investment Manager closely and continually monitors the availability
of cash resources. Cash flow forecasts and budgets are presented to and
reviewed by the Board on a regular basis to ensure that the risk of insufficient
cash to meet financial obligations is minimised.
Principal and
Emerging Risks

Section 172 Statement
Section 172 of the Companies Act 2006 requires the Directors of the Company to act in a way that they consider, in good
faith, will most likely promote the success of the Company for the benefit of the members as a whole. In doing so, the
Directors should have regard (amongst other matters) to:
• the likely consequences of any decision in the long term;
• the interests of the Company’s employees;
• the need to foster the Company’s business relationships with suppliers, customers and others;
• the impact of the Company’s operations on the community and the environment;
• the desirability of the Company maintaining a reputation for high standards of business conduct; and
• the need to act fairly as between members of the Company.
The Board considers its significant stakeholder groups to be its Shareholders, its third-party advisers and its portfolio
companies. The Company takes several steps to understand the views of its key stakeholders and considers these,
along with the matters set out above, in Board discussions and decision making.
The Company has no employees (other than its Directors) and no customers in a traditional sense and therefore there is
nothing to report in relation to these relationships. In line with normal practice for Venture Capital Trusts, the day to day
management and administration is delegated to the relevant third parties. The Board regularly engages with the third
parties to set, approve and oversee the execution of the agreed business strategy and related policies. Ad hoc meetings
and communications are convened where necessary to address specific issues to ensure an appropriate and transparent
response is formulated.
The Board’s principal concern is the interest of the Company’s Shareholders taken as a whole, the Board engages and
communicates with Shareholders by various means. At the Annual General Meeting Shareholders will be given the
opportunity to engage with the Board and the Investment Manager and hear from some of the portfolio companies.
All Shareholders will be encouraged to vote on the resolutions at the Annual General Meeting.
During the year, after carefully considering the volume and quality of investment opportunities being seen by the
Investment Manager, the Board issued a prospectus on 2 September 2022 to raise up to £20 million with an over-
allotment facility of £10 million.
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24 April 2023

Given the significance of maintaining the Company’s VCT status to the Company’s objectives of maximising the net
asset value return and of delivering attractive tax-free dividends to shareholders, the Board monitors the Company’s
compliance with the relevant HMRC Regulations at each of its meetings. The Board also reviews at each meeting the
risks to which the Company is exposed and the internal controls designed to reduce the probability of such risks arising
and to mitigate the effect if they should occur.
The Board works closely with the Investment Manager in reviewing how stakeholder issues are handled, ensuring good
governance and responsibility in managing the Company’s affairs. As well as having a Director from the Investment
Manager on the Board of the VCT, key stakeholders from the Investment Manager also attend Board meetings. The
Investment Manager has therefore been well informed of any decisions the Board has made during the period and as a
result has had opportunity to discuss the impact these decisions may make, the Investment Manager provides updates
to the Board on the entire portfolio at least quarterly. The Investment Manager works closely with management teams to
ensure that they continue to evaluate and react accordingly to the evolving situation.
Environmental, Social, Governance, Human Rights and Community Issues
The Board seeks to carry out the Company’s affairs in a responsible manner and maintain high standards in respect
of environmental, governance and social issues. The Company is required by law to provide details of environmental,
employee, human rights, social and community issues. As a VCT the Company does not have any employees and as
a result does not maintain specific policies in relation to these matters. The Company does, however, encourage the
Investment Manager to consider these issues, where appropriate, with regard to investment decisions.
The Board considers that the Company’s investment operations create employment, aid economic growth, generate
tax revenues and produce wealth, thus benefiting the community and the economy more generally. When considering
portfolio companies, the Investment Manager strives to ensure that each one makes at least a small positive, sustainable
contribution to the world.
In assessing any potential investment or portfolio companies, the following are considered:
1. The central purpose of the business: this must be worthwhile at least in some small way. An economic benefit
is considered worthwhile, as explained above.
2. What the business does and plans to do in pursuit of its purpose.
3. How the business is conducted, especially for governance.
4. The attitude of the directors and especially the founders, and their commitment to ESG.
ESG is instrumental to the Investment Manager. It invests in companies that can make a difference in the world. With a
strong commitment to ESG and a technology mandate the Investment Manager supports firms that are breaking new
ground. These firms are innovating with products that address real-world needs. When making investment decisions
the Investment Manager focuses on investing in firms that share their views on ESG. ESG factors are also integrated into
the Investment Managers internal processes and how they work with firms long term. A detailed assessment is made
of ESG in each company, which is then included in the Investment Committee Paper for approval; it will list any relevant
risks and mitigation plans. The Investment Manager engages with the Company’s portfolio companies in relation to
their corporate governance practices and in developing their policies on environmental, social and community issues on
an ongoing basis. Further details on how the Investment Manager incorporates ESG into its investment processes and
assesses the potential investment risks are detailed on pages 10 to 11 and can be found within the Blackfinch Ventures
ESG Policy at https://blackfinch.com/esg.
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24 April 2023

Environment Policy & Greenhouse Gas Emissions
Blackfinch Spring VCT Annual Report and Financial Statements
48
As a VCT with no physical assets, property, employees or operations, the
Company has no direct environmental responsibilities, nor is it directly
responsible for the emission of greenhouse gases under the Companies
Act 2006 (Strategic Report and Directors’ Reports) Regulations 2013. The
Company does not fall within the scope of The Companies (Directors’ Report)
and Limited Liability Partnerships (Energy and Carbon Report) Regulations
2018 effective as of 1 April 2019 which implements the Government’s policy on
Streamlined Energy and Carbon Reporting, replacing the Carbon Reduction
Commitment Scheme.
The 2018 Regulations require companies that have consumed over 40,000
kilowatt-hours of energy to include energy and carbon information in their
Directors’ Report. However, the Company has no direct carbon usage therefore
there are no disclosures to make in this respect. Therefore, the Board has no
specific environmental policy. The Company does however recognise the need
to conduct its business, including investment decisions, in a manner that is
responsible to the environment wherever possible.
24 April 2023

VCT
Regulations
Blackfinch Spring VCT Annual Report and Financial Statements
49
The Company has engaged Philip Hare & Associates LLP to advise it on
compliance with VCT requirements, including evaluation of investment
opportunities as appropriate and regular review of the portfolio. Although
Philip Hare & Associates LLP works closely with the Investment Manager, they
report directly to the Board. Compliance with the main VCT regulations as at 31
December 2022 and for the period then ended is summarised as follows:
a. The Company’s income in the period has been derived wholly or mainly
(70% plus) from shares or securities.
b. The Company has not retained more than 15% of its income from shares
and securities.
c. The Company has not made a prohibited payment to shareholders.
d. At least 80% by value of the Company’s investments has been represented
throughout the period by shares or securities comprised in qualifying
holdings of the Company.
e. At least 70% by value of the Company’s qualifying holdings has been
represented throughout the period by holdings of eligible shares
f. At least 30% of the funds raised are invested in qualifying holdings by
the anniversary of the end of the accounting period in which those funds
are raised.
g. No holding in any company has at any time in the period represented more
than 15% by value of the Company’s investments at the time of investment.
h. The Company’s ordinary capital has throughout the period been listed on a
regulated European market.
i. The Company has not made an investment in a company which causes it to
receive more than the permitted investment from State Aid sources.
j. Since 17 November 2015, the Company has not made an investment in a
company which exceeds the maximum permitted age requirement.
k. Since 17 November 2015, funds invested by the Company in another
company have not been used to make a prohibited acquisition.
l. Since 6 April 2016, the Company has not made a prohibited non-qualifying
investment.
24 April 2023

Statement on Long-Term Viability
In accordance with provision 4.27 of The UK Corporate Governance Code published
by the Financial Reporting Council in July 2018 (the “Code”), the Directors consider
the Annual Report and accounts to be fair, balanced, and understandable.
In line with provision 4.31 of the Code the Directors have assessed the Company’s prospects over the five-year period to
31 December 2027. This period has been considered appropriate for a business of this nature and size, because it is the
minimum recommended investment period and the period for which investors are required to hold their shares in order
to retain tax relief.
The Directors have carried out a robust assessment of the principal and emerging risks faced by the Company,
considering its business model, future performance, solvency and liquidity. They deliberated over the Company’s
ability to maintain its VCT status with HM Revenue and Customers, and over the valuation of investments. The effects
of Brexit, rising inflation and labour shortages have been considered. Given the extent of available resources, the Board
particularly assessed the ability of the Company to raise finance, as well as its ability to deploy capital. It reviewed income
and expenditure projections, and examined robust stress-tested cash flows to understand the impact of different
scenarios. It also assessed the Investment Manager and the processes in place for dealing with risks and identifying
emerging threats. A detailed risk register is monitored and reviewed by the Board at every Board meeting.
The Board has determined that the Company will be able to continue in operation, maintain compliance with the VCT
rules and meet its liabilities as they fall due for a period of at least five years from the accounts approval date.
Other Disclosures
The Board of the Company is made up of three Directors, two of which are male and one is female.
The Company has no employees.
On behalf of the Board
Peter LR Hewitt, JP, FCSI
Non-executive Chairman
24 April 2023
Companies House Number - 12166417
Blackfinch Spring VCT Annual Report and Financial Statements
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24 April 2023

Directors’ Report
The Statement of Corporate Governance on pages 54 to 59 forms part of the
Directors’ Report.
Principal Activity and Status
The Company is registered as a public limited company under the Companies Act 2006 (Registration number 12166417).
The address of the registered office is 1350-1360 Montpellier Court, Gloucester Business Park, Brockworth, Gloucester
GL3 4AH. The Company is a generalist VCT focused on investments in early stage technology-enabled companies with
a focus on research and development and innovation. A review of the Company’s business during the year is contained in
the Chairman’s Statement and Investment Manager’s Review.
Directors
The Directors of the Company during the period under review were Peter Hewitt, Kate Jones, Reuben Wilcock.
The Company indemnifies its directors and officers and has purchased insurance to cover its Directors.
Dividend
The Directors envisage that dividends will commence in the financial year beginning 1 January 2024, equivalent to 5%
of the Company’s Net Asset Value per share. The ability to pay the intended dividends may also be constrained by, in
particular, the existence of realised profits, regulations and the available cash reserves of the Company.
Share Capital
As shown in note 15 to the financial statements, the Company has only one class of share, being ordinary shares of
1p each.
Buy back and Issue of ordinary shares
No shares were bought back by the Company during the period, at the year-end authority remained for the Company to
buy back 3,178,963 (2021: 1,893,813) shares. There were 21,207,231 (2021: 12,633,843) ordinary shares in issue at the
year end. During the year a total of 8,573,388 (2021: 8,721,908) ordinary shares in the Company were issued as a result
of offers for subscription at an average price of 92.19 pence per share raising £7,903,825.
Blackfinch Spring VCT Annual Report and Financial Statements
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24 April 2023

Capital Disclosures
The rights and obligations attached to the Company’s ordinary shares are set out in the Company’s Articles of
Association, copies of which can be obtained from Companies House. The Company has one class of share, ordinary
shares, which carry no right to fixed income. The holders of ordinary shares are entitled to receive dividends when
declared, to receive the Company’s report and accounts, to attend and speak at general meetings, to appoint proxies
and to exercise voting rights. There are no restrictions on the voting rights attaching to the Company’s shares or the
transfer of securities in the Company.
Co-Investment Allocation Policy
Given the Investment Manager’s considerable experience of, and exposure to, the EIS investment sector, the Board has
reviewed and is satisfied with the revised co-investment allocation policy from Blackfinch Investments Limited.
Annual General Meeting (“AGM”)
The Notice of the Annual General Meeting is on pages 101 to 102 of these financial statements.
A resolution is proposed to re-elect Peter Hewitt as a Director of the Company. The Board has chosen not to comply
with the Provision of the UK Corporate Governance Code for the annual re-election of all directors. The Board believes
that given the size and early stage of the Company, annual re-election would be inappropriate. However, the Board
has decided that each of its two independent Directors will stand for re-election every second year with only one such
Director standing in any given year. Reuben Wilcock, as a non-independent Director is subject to annual re-election in
accordance with the Listing Rules.
The Notice of AGM includes the following resolutions:
• Resolution 7, an ordinary resolution, is proposed to ensure the Directors retain the authority to allot shares in
the Company until the date of the 2024 Annual General meeting up to an aggregate nominal amount of £400,000
(representing approximately 158 per cent of the issued ordinary share capital of the Company as at 1 April 2023).
• Resolution 8, a special resolution, is proposed to empower the Directors to allot shares under the authority granted by
resolution 7 without regard to any rights of pre-emption on the part of the existing shareholders.
• Resolution 9, a special resolution, is proposed to renew the existing share buyback authority to ensure that authority
to buy back shares is in place until the date of the 2024 Annual General Meeting.
Auditor
A resolution to appoint BDO LLP as auditor of the Company will be proposed at the AGM.
Substantial Shareholdings
Blackfinch Spring VCT Annual Report and Financial Statements
52
24 April 2023
Name of shareholder
Transact Nominees Limited
No of ordinary shares held (‘000)
1,090
% of shares in issue
5.14
31 December 2022
No of ordinary shares held (‘000)
6736
% of shares in issue
5.33
31 December 2021

Going Concern
The Directors have made an assessment of the Company’s ability to continue as a going concern and are satisfied that
the Company has adequate resources to continue in business for the foreseeable future (being a period of 12 months
from the date these financial statements were approved). In reaching this conclusion the Directors took into account the
nature of the Company’s business and Investment Policy, its risk management policies, its investments, and the cash
holdings. As at 31 December 2022 the Company held cash balances with a value of £2,684,677 (2021: £4,966,027).
Cash flow projections show the Company has sufficient funds to meet all its expected expenditure for the foreseeable
future. The Directors have reviewed the portfolio of qualifying investments and expect the Company to continue to
satisfy the conditions of VCT compliance. Businesses in this increasingly diversified portfolio are performing well, and
the Company has the resources to provide additional short-term funding to those that require it. Thus, the Directors
believe it is appropriate to continue to apply the going concern basis in preparing the financial statements.
Accountability and Audit
The independent auditor’s report is set out on pages 66 to 79 of this report. The Directors who were in office on the date
of approval of these Annual Report and Financial Statements have confirmed that, as far as they were aware, there is
no relevant audit information of which the auditor is unaware. Each of the Directors has taken all the steps they ought to
have taken as Directors in order to make themselves aware of any relevant audit information and to establish that it has
been communicated to the auditor.
Financial Instruments
The Company’s financial instruments comprise investments held by the VCT, equity, cash balances and liquid resources
including debtors and creditors.
Indemnity Payments
There are no qualifying indemnity payments made on behalf of the Directors.
Risk Management
Further details, including details about risk management, are set out in the Strategic Report and in note 18 on pages
96 to 98. Social, environmental and carbon reporting disclosures are included in the Strategic Report.
Future Developments
Significant events which have occurred after the year end are detailed in note 20 on page 98. Future developments
which could affect the Company are discussed in the outlook section of the Chairman’s Statement and in the Investment
Manager’s Review.
On behalf of the Board
Peter LR Hewitt, JP, FCSI
Non-executive Chairman
24 April 2023
Companies House Number - 12166417
Blackfinch Spring VCT Annual Report and Financial Statements
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24 April 2023

Statement of Corporate Governance
The Board is committed to the principle
and application of sound corporate
governance and confirms that the
Company has taken steps, appropriate
to a venture capital trust and relevant
to its size and operational complexity
to comply with the provisions and
recommendations of The UK Corporate
Governance Code published by the
Financial Reporting Council in July 2018
(the “Code”). The Code can be found on
the website of the FRC at www.frc.org.uk.
The Directors acknowledge the section headed “Reporting
on the Code” in the preamble to the Code which recognises
that an alternative to complying with a provision may be
justified in particular circumstances based on a range
of factors, including the size, complexity, history and
ownership structure of a company. Accordingly, the
provisions of the Code have been complied with save that (i)
the Company does not have a senior independent director
(although the Chairman is an independent director), (ii)
the Company will not conduct on an annual basis a formal
review as to whether there is a need for an internal audit
function as the Directors do not consider that an internal
audit would be an appropriate control for a VCT, (iii) as all
of the Directors are non-executive and not anticipated to
change during the life of the Company, it is not considered
appropriate to appoint a nomination or remuneration
committee and (iv) other than Reuben Wilcock, who as an
employee of the Investment Manager is not considered
independent therefore is obliged to resign and stand for
re-election as a Director on an annual basis pursuant to
the Listing Rules, the Directors will not stand for re-election
on an annual basis. The Company’s Articles require that
all Directors must retire at or before the third AGM after
the AGM at which they were last elected to hold office.
The Board considers that these provisions are not relevant
to the position of the Company due to the size and
specialised nature of the Company, the fact that all
directors are non-executive and the costs involved.
The directors consider the annual report and financial
statements taken as a whole is fair, balanced and
understandable and provides the information necessary
for shareholders to assess the Company’s position,
performance, business model and strategy.
The Board
The Board has overall responsibility for the Company’s
affairs, including determining its investment policy and
having overall control, direction, and supervision of the
Investment Manager. An investment management
agreement between the Company and Blackfinch
Investments Limited sets out the matters over which
the Investment Manager has authority. This includes
monitoring of the Company’s assets. All other matters,
including strategy, investment and dividend policies and
corporate governance proceedings are reserved for the
approval of the Board. The Board meets at least quarterly
and additional meetings are arranged as necessary.
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24 April 2023

Full and timely information is provided to the Board to
enable it to function effectively and to allow the Directors to
discharge their responsibilities. In addition, the Directors
are responsible for ensuring that the policies and operations
are in the best interests of all the Company’s shareholders
and that the best interests of creditors and suppliers to
the Company are properly considered. The Chairman
and the company secretary establish the agenda for each
Board meeting. The necessary papers for each meeting
are distributed well in advance of each meeting ensuring
all Directors receive accurate, timely and clear information.
The Board has direct access to corporate governance
and compliance services through the company secretary
which is responsible for ensuring that Board procedures
are followed and compliance requirements are met.
The Board comprises three non-executive Directors, two
of whom act independently of the Investment Manager.
Accordingly, the majority of the Board, including the
Chairman, are independent of the Investment Manager.
The Directors have a wide range of investment, business,
financial skills and knowledge relevant to the Company’s
business. Brief biographical details of each Director are
set out on pages 6 to 7.
The Company may by ordinary resolution appoint any
person who is willing to act as a Director, either to fill a
vacancy or as an additional Director. Directors are initially
appointed until the following Annual General Meeting
when, under the Company’s Articles of Association, it is
required that they be elected by shareholders. Thereafter,
the Company’s Articles require that all Directors must retire
at or before the third AGM after the AGM at which they
were last elected to hold office. Subject to the performance
evaluation carried out each year, the Board will agree
whether it is appropriate for a Director to seek a further
term. The Board, when making a recommendation, will
take into account the ongoing requirements of The UK
Corporate Governance Code, including the need to refresh
the Board and its Committees. The Board seeks to maintain
a balance of skills and the Directors are satisfied that as
currently composed the balance of experience and skills
of the individual directors is appropriate for the Company.
The Directors also have access as required to independent
professional advice.
No Director has a contract of service with the Company.
All of the Directors have been provided with letters of
appointment, copies of which are available for inspection
on request at the Company’s registered office and at the
annual general meeting.
The Board is committed to ensuring that the Company is
run in the most effective manner. The Board monitors the
diversity of all Directors to ensure an appropriate level of
experience and qualification. The Board believes in the
value and importance of diversity in the boardroom but
does not consider it appropriate or in the best interests of
the Company to set prescriptive targets. When making new
appointments the Board takes into account other demands
on directors’ time and prior to appointment significant
commitments would be disclosed. There are no specific
guidelines set on length of directors’ service, including
the Chairman, as the Board believes that continuity of
experience is most important.
Independence of Directors
The Board regularly reviews the independence of each
Director and of the Board as a whole in accordance with the
guidelines in the Code. Reuben Wilcock, as an employee
of Blackfinch Investments is not considered independent.
Directors’ interests are noted at the start of each Board
meeting and any Director would not participate in the
discussion concerning any investment in which he or she
had an interest. The Board does not consider that length
of service will necessarily compromise the independence
or effectiveness of Directors and no limit has been placed
on the overall length of service. The Board considers that
continuity and experience can be of significant benefit to
the Company and its shareholders. The Board believes
that Peter Hewitt and Kate Jones have demonstrated that
they are independent in character and judgment and there
are no relationships or circumstances which could affect
their objectivity.
Blackfinch Spring VCT Annual Report and Financial Statements
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24 April 2023

Board Performance
The Board resolved that, due to the size of the Company, the fact that all Directors are non-executive and the costs
involved, external facilitators would not be used in an evaluation of the Board’s performance. At the invitation of the Board,
the Chair of the Audit Committee oversaw a thorough evaluation of the performance of the Board, the audit committee and
individual Directors. The review concluded that all were performing effectively.
The Board assessed and monitored its own culture, including its policies, practices and behaviour and was satisfied it is
aligned with the Company’s purpose, values and strategy.
Investment Manager and Advisers’ Performance
The Board reviewed the performance of the Investment Manager and the Company’s other advisers and was satisfied that
all were performing effectively.
Board and Committee Meetings
The following table sets out the Directors’ attendance at full Board and audit committee meetings held during the period
ended 31 December 2022.
The Board is in regular contact with the Investment Manager between Board meetings.
Board Committees
The Board has not established a nomination or remuneration committee as they consider the Board to be small and
comprises non-executive Directors. Appointments of new Directors and Directors’ remuneration are dealt with by the
full Board.
Report of the Audit Committee
The audit committee comprises the two independent non-executive Directors, Kate Jones (Audit Chair) and Peter
Hewitt. Due to the small size of the Board and his independence and experience the Board believes it is appropriate that
Blackfinch Spring VCT Annual Report and Financial Statements
56
24 April 2023
Director
Peter Hewitt
Kate Jones
Reuben Wilcock*
Held
7
7
7
Attended
7
7
6
Held
6
6
6
Attended
6
6
6
Board Meetings Audit Committee Meetings
*Reuben Wilcock was appointed to the Board on 18 September 2020 and is not a member of the audit committee but attends the audit committee meetings.

the chairman of the board is a member of the audit committee. The Board is also satisfied that the committee as
a whole has competence relevant to the venture capital trust sector and the requisite skills and experience to
fulfil the responsibilities of the audit committee and meets the requirements of the Code as to recent and relevant
financial experience.
The committee meets at least twice a year. The Company’s auditors may be required to attend such meetings.
The Committee will prepare a report each year addressed to shareholders for inclusion in the Company’s annual
report and accounts. The duties of the committee are:
• to monitor and make recommendations to the Board in relation to the Company’s published financial statements
and other formal announcements relating to the Company’s financial performance;
• to monitor and make recommendations to the Board on internal control and risk management systems; and
• to make recommendations to the Board in relation to the appointment of the external auditor, to monitor its
independence and objectivity, the level of audit fees and to discuss with the external auditor the nature and scope
of the audit.
Copies of the terms of reference of the audit committee can be found on the Company’s website:
https://blackfinch.ventures/vct.
During the period ended 31 December 2022 the audit committee met 6 times and:
• reviewed the financial statements released by the Company (including the half-yearly report);
• reviewed the appropriateness of the Company’s accounting policies;
• reviewed the internal controls operated by the Investment Manager and assessed the effectiveness of those controls
in minimising the impact of key risks; and
• reviewed the external auditor’s terms of engagement, independence and fees; and
• reviewed the external auditor’s comprehensive report to the committee on the annual financial statements.
The Directors carried out a robust assessment of the principal risks facing the Company and concluded that the key
areas of risk which threaten the business model, future performance, solvency or liquidity of the Company are:
• compliance with HM Revenue & Customs to maintain the Company’s VCT status; and
• valuation of investments.
These matters are monitored regularly by the Investment Manager and reviewed by the Board at every Board meeting.
They were also discussed with the Investment Manager and the auditor at the audit committee meeting held to discuss
these annual financial statements.
The committee concluded:
VCT status – the Investment Manager confirmed to the audit committee that the conditions for maintaining the
Company’s status had been complied with throughout the period. The Company’s VCT status is also reviewed by
the Company’s tax adviser, Philip Hare & Associates, as described on page 49.
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Valuation of investments - the Investment Manager confirmed to the audit committee that the basis of valuation for
unquoted companies was in accordance with published industry guidelines. The valuation of unquoted companies
takes account of the latest available information about investee companies and current market data. A comprehensive
report on the valuation of unquoted investments is presented and discussed at every Board meeting; Directors are also
consulted about material changes to those valuations between Board meetings.
Having reviewed the reports received from the Investment Manager, the audit committee is satisfied that the key areas of
risk and judgement have been properly addressed in the financial statements and that the significant assumptions used
in determining the value of assets and liabilities have been properly appraised and are sufficiently robust.
Relationship with the Auditor
The audit committee is responsible for overseeing the relationship with the external auditor, assessing the effectiveness
of the external audit process and making recommendations on the appointment and removal of the external auditor.
When assessing the effectiveness of the process for the year under review the Committee considered the auditor’s
technical knowledge and that it has a clear understanding of the business of the Company; that the audit team is
appropriately resourced; that the auditor provided a clear explanation of the scope and strategy of the audit and that the
auditor maintained independence and objectivity. As part of the review of auditor effectiveness and independence, BDO
LLP has confirmed that it is independent of the Company and has complied with applicable auditing standards. BDO
LLP does not provide any non-audit services to the Company. BDO LLP has held office as auditor since the inception
of the Company. Public interest entities are required to put the external audit contract out to tender at least every ten
years. BDO LLP has held office as auditor for three years; in accordance with ethical standards the engagement partner
is rotated after at most five years, and the current partner has served for three years.
Following the review as noted above the audit committee is satisfied with the performance of BDO LLP and recommends
the services of BDO LLP to the shareholders in view both of that performance and the firm’s extensive experience in
auditing VCTs.
Internal control and Risk management
The Board acknowledges that it is responsible for the Company’s internal control systems and for reviewing their
effectiveness. In accordance with the Code, the audit committee has established an ongoing process for identifying,
evaluating and managing the significant risks faced by the Company. The internal control systems aim to ensure the
maintenance of proper accounting records, the reliability of the financial information upon which business decisions
are made and which is used for publication, and that the assets of the Company are safeguarded. Internal controls
can only provide reasonable and not absolute assurance against material misstatement or loss. The financial controls
operated by the Board include the authorisation of the investment strategy and regular reviews of the results and
investment performance.
The Board has delegated contractually to third parties, as set out on pages 39 to 41, the management of the investment
portfolio, the custodial services, including the safeguarding of the assets and the day-to-day accounting, company
secretarial and administration requirements. The Board receives and considers regular reports from the Investment
Manager. Ad hoc reports and information are supplied to the Board as required. It remains the role of the Board to
keep under review the terms of the investment management agreement with the Investment Manager.
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Regular review of the control systems is carried out which covers consideration of the key risks. Each risk is considered
with regard to the controls exercised at Board level, reporting by service providers and controls relied upon. The
company secretary reviews the annual statutory accounts to ensure compliance with Companies Acts and the Code
and the audit committee reviews financial information prior to its publication. Quarterly management accounts are
produced for review and approval by the Investment Manager and the Board.
Shareholder Reporting
The Directors believe that communication with shareholders is important. Shareholders have access to a copy of the
Company’s annual report and accounts (expected to be published each April and a copy of the Company’s half-yearly
report (expected to be published each August). These will be made available on Blackfinch’s website. Shareholders and
their advisers (if applicable) will also receive updated reports from the Company and the Investment Manager on the
progress of the Company.
In order to reduce the administrative burden and cost of communicating with shareholders, the Company intends to
publish all notices, documents and information to be sent to shareholders generally on Blackfinch’s website (https://
blackfinch.ventures/vct). Increased use of electronic communications will deliver significant savings to the Company in
terms of administration, printing and postage costs, as well as speeding up the provision of information to shareholders.
The reduced use of paper will also have environmental benefits. Shareholders will be notified when documents are
published on Blackfinch’s website, such notification will be delivered electronically (or by post where no email address
has been provided for that purpose).
The Company welcomes the views of shareholders and places great importance on communication with its
shareholders. Shareholders will have the opportunity to meet the Board at the annual general meeting. All shareholders
are welcome to attend the meeting and to ask questions of the Directors. The Board is also happy to respond to any
written queries made by shareholders during the course of the year. All communication from shareholders is recorded
and reviewed by the Board to ensure that shareholder enquiries are promptly and adequately resolved.
On behalf of the Board
Peter LR Hewitt, JP, FCSI
Non-executive Chairman
24 April 2023
Companies House Number - 12166417
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Statement
Of Directors’
Responsibilities
The Directors are responsible for preparing the Annual
Report and the Financial Statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare financial statements for
each financial year. Under that law the Directors have prepared the financial
statements in accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards and applicable law). Under
company law the Directors must not approve the financial statements unless
they are satisfied that they give a true and fair view of the state of affairs of the
Company and of the profit or loss for the Company for that year.
In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable
and prudent;
• state whether they have been prepared in accordance with applicable
UK accounting standards, subject to any material departures disclosed
and explained in the financial statements;
• prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business; and
• prepare a Strategic Report, a Directors’ Report and Directors’ Remuneration
Report which comply with the requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate accounting records that
are sufficient to show and explain the Company’s transactions and disclose
with reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the company
and hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
The Directors are responsible for ensuring that the Annual Report and
accounts, taken as a whole, are fair, balanced and understandable and provide
the information necessary for shareholders to assess the Company’s position,
performance, business model and strategy.
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Statement
Of Directors’
Responsibilities
Website Publication
The Directors are responsible for ensuring the annual report and the financial
statements are made available on a website, this website is maintained by
the Investment Manager on behalf of the Company. Financial statements are
published on the Company’s website in accordance with legislation in the United
Kingdom governing the preparation and dissemination of financial statements,
which may vary from legislation in other jurisdictions. The maintenance and
integrity of the Company’s website is the responsibility of the Directors. The
Directors’ responsibility also extends to the ongoing integrity of the financial
statements contained therein.
Directors’ Responsibilities pursuant to DTR4
The Directors confirm to the best of their knowledge:
• The financial statements which have been prepared in accordance with
UK Generally Accepted Accounting Practice give a true and fair view of
the assets, liabilities, financial position and profit and loss of the Company.
• The Annual Report includes a fair review of the development and
performance of the business and the financial position of the Company,
together with a description of the principal risks and uncertainties that
it faces.
The Board considers the annual report and accounts, taken as a whole, are fair,
balanced and understandable and that it provides the necessary information
for shareholders to assess the Company’s performance, business model
and strategy.
On behalf of the Board
Peter LR Hewitt, JP, FCSI
Non-executive Chairman
24 April 2023
Companies House Number - 12166417
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Directors’ Remuneration Report
Introduction
This report has been prepared in accordance with the requirements of the Companies Act 2006 and The Large and
Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (the “Regulations”).
Ordinary resolutions for the approval of the Directors’ Remuneration Policy and the Directors’ Annual Report on
remuneration will be put to members at the Company’s AGM to be held on 8 June 2023.
The Company’s auditor, BDO LLP, is required to give its opinion on certain information included in this report. The
disclosures which have been audited are indicated as such. The auditor’s opinion on these and other matters is included
in the Independent Auditor’s Report on pages 66 to 79.
Annual Statement from the Chairman of the Company
Directors’ fees are reviewed annually and are set by the Board to attract individuals with the appropriate range of skills
and experience. In determining the level of fees their duties and responsibilities are considered, together with the level
of time commitment required in preparing for and attending meetings. Directors fees have not changed in the period.
Directors’ Remuneration Policy
The Board as a whole considers Directors’ remuneration and, as such, a remuneration committee has not been
established. The Board’s policy is that the remuneration of non-executive Directors should reflect the experience of the
Board as a whole, be fair and comparable with that of other companies that are similar in size and nature to the Company
and have similar objectives and structures. Directors’ fees are set with a view to attracting and retaining the Directors
required to oversee the Company effectively and to reflect the specific circumstances of the Company, the duties
and responsibilities of the Directors and the value and amount of time committed to the Company’s affairs. It is the
intention of the Board that, unless any revision to this policy is deemed necessary, this policy will continue to apply in the
forthcoming and subsequent financial years. The Board has not received any views from the Company’s shareholders in
respect of the levels of Directors’ remuneration.
The Directors are not eligible for bonuses, pension benefits, share options, long-term incentive schemes or other
benefits. No arrangements have been entered into between the Company and the Directors to entitle any of the
Directors to compensation for loss of office.
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Directors’ Annual Report on Remuneration
Terms of appointment
No Director has a contract of service with the Company. Each of the Directors entered into an agreement with the
Company dated 11 November 2019 (in the case of Kate Jones and Peter Hewitt) and 18 September 2020 (in the case
of Reuben Wilcock) whereby he or she is required to devote such time to the affairs of the Company as the Board
reasonably requires consistent with their role as non-executive Director. Peter Hewitt is entitled to receive an annual fee
of £20,000 (plus VAT if applicable), Kate Jones is entitled to receive an annual fee of £18,000 (plus VAT if applicable)
and for the services to be provided by Reuben Wilcock, Blackfinch is entitled to receive an annual fee of £12,000
(plus VAT if applicable). Each party can terminate the agreement by giving to the other at least six months’ notice
in writing to expire at any time after the date 15 months from the respective commencement dates. No benefits are
payable on termination. Directors are subject to election by shareholders at the first annual general meeting after their
appointment. The Company’s Articles of Association provide for a maximum level of total remuneration of £100,000 per
annum in aggregate.
Directors are remunerated exclusively by fixed fees and do not receive bonuses, share options, long term incentives,
pension or other benefits. There is no comparative information in respect of employee remuneration as the Company
has no employees.
Directors’ fees for the year (Audited)
The fees payable to individual Directors in respect of the year ended 31 December 2022 are shown in the table below.
* The aggregated amount of NI contribution paid on directors’ remuneration totalled to £1,736 (2021: £2,245).
Contributions paid on remuneration of Peter Hewitt and Kate Jones were £994 and £742 respectively (2021: £1,233
and £1,012).
**Changes in presentation - in the prior year Annual Report the annual fixed fees and total fixed fees paid in the period
were incorrectly stated. The £12,000 fixed fees were disclosed under Richard Cook rather than Reuben Wilcock. Richard
Cook retired from the Board on 18 September 2020. Therefore, there were no fees paid to Richard during the year.
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24 April 2023
Director
Peter Hewitt
Kate Jones
Reuben Wilcock**
Richard Cook**
Total annual
fixed fee (£)
20,000
18,000
12,000
-
50,000
Total fixed fee for period
ended 31 December 2022* (£)
20,000
18,000
12,000
-
50,000
Total annual
fixed fee
(£) (restated)**
20,000
18,000
12,000
-
50,000
Total fixed fee for period
ended 31 December 2020*
(£) (restated)**
19,841
18,000
12,000
-
49,841

Annual percentage change in Directors’ remuneration
The following table sets out the annual percentage change in Director’s fees, excluding taxable expenses.
* Richard Cook retired from the Board on 18 September 2020.
Relative importance of spend on pay
The table below shows the remuneration paid to Directors and shareholder distributions in the year ended 31
December 2022:
Directors’ shareholdings (Audited)
The Directors who held office at 31 December 2021 and their interests in the shares of the Company (including beneficial
and family interests) were:
Subsequent to the Company’s year end no shares were allotted to any of the directors.
The Company confirms that it has not set out any formal requirements or guidelines for a Director to own shares in
the Company.
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24 April 2023
Total dividend paid to shareholders
Total repurchase of own shares
Total directors’ fees
2022 (£)
-
-
50,000
Peter Hewitt
Kate Jones
Reuben Wilcock
Shares held
5,063
-
3,298
% of issued
share capital
0.024
-
0.015
31 December 2022
2021 (£)
-
-
49,841
Shares held
5,038
-
3,282
% of issued
share capital
0.04
-
0.03
31 December 2021
Director’s name
Peter Hewitt
Kate Jones
Reuben Wilcock
Richard Cook*
% change for the year
ended 31 December 2022
0.80
-
-
n/a
% change for the year
ended 31 December 2021
44.74
31.31
179.07
n/a
% change for the period
ended 31 December 2020
-
-
-
-

Company Performance
The Board is responsible for the Company’s investment strategy and performance, although the management of the
Company’s investment portfolio is delegated to the Investment Manager through the management agreement. The
graph below compares the Company’s share price to the FTSE Small Cap index for the period from the launch of the
Company. This index was chosen as the benchmark for investment performance because its constituents are smaller
UK listed companies and therefore closest to the small private companies within the Company.
Shareholder Voting
At the last Annual General Meeting, 100 per cent of shareholders who exercised their voting rights voted for the
resolution approving the Directors’ Remuneration Report, showing significant shareholder approval.
On behalf of the Board
Peter LR Hewitt, JP, FCSI
Non-executive Chairman
24 April 2023
Companies House Number - 12166417
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66
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Independent Auditor’s Report
to the members of Blackfinch Spring VCT plc

Opinion on the financial statements
In our opinion the financial statements:
• give a true and fair view of the state of the Company’s affairs as at 31
December 2022 and of 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 the
Companies Act 2006.
We have audited the financial statements of Blackfinch Spring VCT plc
(the ‘Company’) for the year ended 31 December 2022 which comprise the
Income Statement, the Statement of Changes in Equity, the Balance Sheet,
the Statement of Cash Flows and the notes to the financial statements,
including a summary of significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable law and
United Kingdom Accounting Standards, including Financial Reporting
Standard 102 The Financial Reporting Standard applicable in the UK and
Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor’s responsibilities for the audit
of the financial statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion. Our audit opinion is consistent with the additional report to the
audit committee.
Independence
Following the recommendation of the Audit Committee, we were appointed
by the Board of Directors to audit the financial statements for the year ending
31 December 2020 and subsequent financial periods. The period of total
uninterrupted engagement including retenders and reappointments is 3 years,
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covering the years ending 31 December 2020 to 31 December 2022. We remain
independent of the Company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK, including
the FRC’s Ethical Standard as applied to listed public interest entities, and
we have fulfilled our other ethical responsibilities in accordance with these
requirements. The non-audit services prohibited by that standard were not
provided to the Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’
use of the going concern basis of accounting in the preparation of the financial
statements is appropriate. Our evaluation of the Directors’ assessment of
the Company’s ability to continue to adopt the going concern basis of
accounting included:
• Obtaining the VCT compliance reports prepared by management’s
expert during the year and as at year end and reviewing the calculations
therein to check that the Company was meeting its requirements to
retain VCT status;
• Consideration of the Company’s expected future compliance with VCT
legislation, the absence of bank debt, contingencies and commitments
and any market or reputational risks;
• Reviewing the forecasted cash flows that support the Directors’
assessment of going concern, challenging assumptions and judgements
made in the forecasts, and assessing them for reasonableness. In
particular, we considered the available cash resources relative to the
forecast expenditure which was assessed against the prior year for
reasonableness; and
• Evaluating the Directors’ method of assessing the going concern in light
of market volatility.
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.
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In relation to the Company’s reporting on how it has applied the UK Corporate
Governance Code, we have nothing material to add or draw attention to in
relation to the Directors’ statement in the financial statements about whether
the Directors considered it appropriate to adopt the going concern basis
of accounting.
Our responsibilities and the responsibilities of the Directors with respect
to going concern are described in the relevant sections of this report.
Overview
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Company and
its environment, including the Company’s system of internal control, and
assessing the risks of material misstatement in the financial statements. We
also addressed the risk of management override of internal controls, including
assessing whether there was evidence of bias by the Directors that may have
represented a risk of material misstatement.
Key audit matters
Key audit matters are those matters that, in our professional judgement,
were of most significance in our audit of the financial statements of the
current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation of
resources in the audit, and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Key audit matters
Materiality
Valuation unquoted investments of 2022, 2021
Company financial statements as a whole
£385,000 (2021:£236,000) based on 2%
(2021: 2%) of Net assets
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Key Audit Matter
Valuation of unquoted
investments (Note 1
and Note 11)
How the scope of our audit addressed the key audit matter
Our sample for the testing of unquoted investments was
stratified according to risk considering, inter alia, the value
of individual investments, the nature of the investment, the
extent of the fair value movement and the subjectivity of the
valuation technique.
For all Investments in our sample we:
Challenged whether the valuation methodology was the most
appropriate in the circumstances under the International
Private Equity and Venture Capital Valuation (“IPEV”)
Guidelines and the applicable accounting standards. We
have recalculated the value attributable to the Company,
having regard to the application of enterprise value across
the capital structures of the investee companies.
For investments sampled that were valued using less
subjective valuation techniques (cost and price of recent
investment reviewed for changes in fair value) we:
• Verified the cost or price of recent investment to
supporting documentation;
• Considered whether the investment was an arm’s length
transaction through reviewing the parties involved in
the transaction and checking whether or not they were
already investors of the investee Company;
• Considered whether there were any indications that
the cost or price of recent investment was no longer
representative of fair value considering, inter alia, the
current performance of the investee company and the
milestones and assumptions set out in the investment
proposal; and
• Considered whether the price of recent investment is
supported by alternative valuation techniques.
We consider the valuation
of investments to be the
most significant audit area
as there is a high level of
estimation uncertainty
involved in determining
the unquoted investment
valuations.
There is also an inherent risk
of management override
arising from the unquoted
investment valuations
being prepared by the
Investment Manager, who
is remunerated based on
net asset value.
For these reasons we
considered the valuation
of unquoted investments
to be a key audit matter.
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Key Audit Matter How the scope of our audit addressed the key audit matter
For investments sampled that were valued using more
subjective techniques (revenue multiples and progress
against milestones) we:
• Challenged and corroborated the inputs to the valuation
with reference to management information of investee
companies, market data and our own understanding
and assessed the impact of the estimation uncertainty
concerning these assumptions and the disclosure of
these uncertainties in the financial statements;
• Reviewed the historical financial statements and any
recent management information available to support
assumptions about maintainable revenues used in
the valuations;
• Considered the revenue applied and the discounts
applied by reference to observable listed company
market data; and
• Challenged the consistency and appropriateness
of adjustments made to such market data in
establishing the revenue multiple applied in arriving
at the valuations adopted.
Where appropriate, we performed a sensitivity analysis by
developing our own point estimate where we considered
that alternative input assumptions could reasonably have
been applied and we considered the overall impact of such
sensitivities on the portfolio of investments in determining
whether the valuations as a whole are reasonable and free
from bias.
Key observations
Based on the procedures performed we consider the
investment valuations to be appropriate considering the
level of estimation uncertainty.
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Our application of materiality
We apply the concept of materiality both in planning and performing our audit,
and in evaluating the effect of misstatements. We consider materiality to be
the magnitude by which misstatements, including omissions, could influence
the economic decisions of reasonable users that are taken on the basis of the
financial statements.
In order to reduce to an appropriately low level the probability that any
misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the
financial statements as a whole and performance materiality as follows:
Materiality
Basis for determining materiality
Rationale for the benchmark applied
Performance materiality
Basis for determining
performance materiality
Rationale for the percentage applied
for performance materiality
Company Financial statements
2022 £’000
385
289
Company Financial statements
2021 £’000
236
177
In setting materiality, we have had regard to the nature and disposition of the
investment portfolio. Given that the VCT’s portfolio is comprised of unquoted
investments which would typically have a wider spread of reasonable alternative
possible valuations, we have applied a percentage of 2% of gross assets.
75% of Materiality (2021: 75% of Materiality)
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24 April 2023
The level of performance materiality applied was set after having considered
a number of factors including the expected total value of known and likely
misstatements and the level of transactions in the year.
2% of Net assets (2021: 2% of Gross investments)

Lower testing threshold
We determined that for Revenue return before tax, a misstatement of less
than materiality for the financial statements as a whole, could influence users
of the financial statements as it is a measure of the Company’s performance
of income generated from its investments after expenses. As a result, we
determined a lower testing threshold for those items impacting revenue
return of £76,000 (2021: £52,000) based on 10% of total expenditure
(2021: 10% of total expenditure).
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual
audit differences in excess of £19,000 (2021:£11,800). We also agreed to report
differences below this threshold that, in our view, warranted reporting on
qualitative grounds.
Other information
The directors are responsible for the other information. The other information
comprises the information included in the Annual Report and Financial
Statements other than the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon. Our responsibility is to read
the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained
in the course of the audit, or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we
are required to determine whether this gives rise to a material misstatement in
the financial statements themselves. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we
are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The Listing Rules require us to review the Directors’ statement in relation to
going concern, longer-term viability and that part of the Corporate Governance
Statement relating to the Company’s compliance with the provisions of the UK
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Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that
each of the following elements of the Corporate Governance Statement is
materially consistent with the financial statements or our knowledge
obtained during the audit.
Going concern and
longer-term viability
Other Code provisions
• The Directors’ statement with regards to the appropriateness of adopting
the going concern basis of accounting and any material uncertainties
identified; and
• The Directors’ explanation as to their assessment of the Company’s
prospects, the period this assessment covers and why the period
is appropriate.
• Directors’ statement on fair, balanced and understandable;
• Board’s confirmation that it has carried out a robust assessment of the
emerging and principal risks;
• The section of the annual report that describes the review of effectiveness
of risk management and internal control systems; and
• The section describing the work of the Audit Committee.
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Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during
the course of the audit, we are required by the Companies Act 2006 and ISAs
(UK) to report on certain opinions and matters as described below.
Strategic report and
Directors’ report
Directors’ remuneration
Matters on which we are
required to report by exception
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.
In our opinion, the part of the Directors’ remuneration report to be audited has
been properly prepared in accordance with the Companies Act 2006.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequate
for our audit have not been received from branches not visited by us; or
• the financial statements and the part of the Directors’ remuneration
report to be audited are not in agreement with the accounting records
and returns; or
• certain disclosures of Directors’ remuneration specified by law are not
made; or
• we have not received all the information and explanations we require
for our audit.
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Responsibilities of Directors
As explained more fully in the Statement of Directors’ Responsibilities, the
Directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the Directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due
to fraud or error.
In preparing the financial statements, the Directors are responsible for
assessing the Company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going concern
basis of accounting unless the Directors either intend to liquidate the
Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws
and regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:

Non-compliance with laws and regulations
Based on:
• Our understanding of the Company and the industry in which it
operates and
• Discussion with management and those charged with governance.
We considered the significant laws and regulations to be the Companies
Act 2006, the FCA listing and DTR rules, the principles of the UK Corporate
Governance Code, industry practice represented by the Statement of
Recommended Practice: Financial Statements of Investment Trust
Companies and Venture Capital Trusts (“the SORP”) and updated in 2022
with consequential amendments and the applicable financial reporting
framework. We also considered the Company’s qualification as a VCT
under UK tax legislation.
Our procedures in respect of the above included:
• Agreement of the financial statement disclosures to underlying
supporting documentation;
• Enquiries of management and those charged with governance relating to
the existence of any non-compliance with laws and regulations;
• Obtaining the VCT compliance reports prepared by management’s expert
during the year and as at year end and reviewing their calculations to check
that the Company was meeting its requirements to retain VCT status; and
• Reviewing minutes of meeting of those charged with governance
throughout the period for instances of non-compliance with laws
and regulations.
Fraud
We assessed the susceptibility of the financial statement to material
misstatement including fraud.
Our risk assessment procedures included:
• Enquiry with management and those charged with governance regarding
any known or suspected instances of fraud;
Blackfinch Spring VCT Annual Report and Financial Statements
77
24 April 2023

• Review of minutes of meeting of those charged with governance for any
known or suspected instances of fraud;
• Discussion amongst the engagement team as to how and where fraud
might occur in the financial statements; and
• Considering performance incentive schemes and performance targets
and the related financial statement areas impacted by these.
Based on our risk assessment, we considered the areas most susceptible to
fraud to be the valuation of unquoted investments and management override
of controls.
Our procedures in respect of the above included:
• The procedures set out in the Key Audit Matters section above;
• Obtaining independent evidence to support the ownership of a sample
of investments;
• Recalculating investment management fees in total;
• Obtaining independent confirmation of bank balances; and
• Testing journals which met a defined risk criteria by agreeing to supporting
documentation and evaluating whether there was evidence of bias by
the Investment Manager and Directors that represented a risk of material
misstatement due to fraud.
We also communicated relevant identified laws and regulations and potential
fraud risks to all engagement team members who were all deemed to have
appropriate competence and capabilities and remained alert to any indications
of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material
misstatement in the financial statements, recognising that the risk of not
detecting a material misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery, misrepresentations or through collusion.
Blackfinch Spring VCT Annual Report and Financial Statements
78
24 April 2023

There are inherent limitations in the audit procedures performed and the
further removed non-compliance with laws and regulations is from the
events and transactions reflected in the financial statements, the less likely
we are to become aware of it.
A further description of our responsibilities is available on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has
been undertaken so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members
as a body, for our audit work, for this report, or for the opinions we have formed.
Peter Smith (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
24 April 2023
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
Blackfinch Spring VCT Annual Report and Financial Statements
79
24 April 2023

Income Statement
for the year ended 31 December 2022
Blackfinch Spring VCT Annual Report and Financial Statements
80
Return on investments
Investment Manager’s fee
Incidental investments expenses
Other expenses
(Loss)/profit before taxation
Taxation
(Loss)/profit attributable to equity shareholders
Return per share (pence)
Ordinary shares (pence)
Note
11
7
8
9
10
Revenue
£’000
-
(107)
-
(337)
(444)
-
(444)
(2.48)
Capital
£’000
438
(320)
-
-
118
-
118
0.66
Total
£’000
438
(427)
-
(337)
(326)
-
(326)
(1.82)
24 April 2023
Financial Statements

for the year ended 31 December 2021 (Restated)
Blackfinch Spring VCT Annual Report and Financial Statements
81
Return on investments
Investment Manager’s fee
Incidental investments expenses
Other expenses
(Loss)/profit before taxation
Taxation
(Loss)/profit attributable to equity shareholders
Return per share (pence)
Ordinary shares (pence)
Note
11
7
8
9
10
Revenue
£’000 Restated
(61)
-
(291)
(352)
-
(352)
(3.63)
Capital
£’000 Restated
622
(182)
8
-
448
-
448
4.63
Total
£’000
622
(243)
8
(291)
96
-
96
1.00
24 April 2023
Income Statement
The total column of this Income Statement represents the profit and loss
account of the Company, prepared in accordance with Financial Reporting
Standard 102 (“FRS 102”). The supplementary revenue and capital return
columns are prepared in accordance with the Statement of Recommended
Practice, “Financial Statements of Investment Trust Companies and
Venture Capital Trusts” (“SORP”) revised in November 2014 and updated
in July 2022. A separate Statement of Comprehensive Income has not been
prepared as all comprehensive income is included in the Income Statement.
All the items above derive from continuing operations of the Company.
The notes on pages 86 to 99 are an integral part of the financial statements.

Statement of Changes in Equity
for the year ended 31 December 2022
Blackfinch Spring VCT Annual Report and Financial Statements
82
Opening balance as
at 1 January 2022
Total comprehensive
income for the period
Contributions by and
distributions to owners:
Shares issued
Share issue expenses
Closing balance as at
31 December 2022
Called up share
capital £’000
126
-
-
86
-
212
Share premium
£’000
11,809
-
-
7,818
(71)
19,556
Non-distributable reserves Distributable reserves
24 April 2023
Total
Capital Reserve
£’000
1,172
-
438
-
-
1,610
Capital Reserve
£’000
(783)
-
(320)
-
-
(1,103)
Revenue Reserve
£’000
(564)
-
(444)
-
-
(1,008)
Total Reserves
£’000
11,760
-
(326)
7,904
(71)
19,267

Statement of Changes in Equity
for the year ended 31 December 2021
Blackfinch Spring VCT Annual Report and Financial Statements
83
Opening balance as
at 1 January 2021
Total comprehensive
income for the period
Contributions by and
distributions to owners:
Shares issued
Share issue expenses
Redeemable preference
shares redeemed
Closing balance as at
31 December 2021
Called up share
capital £’000
89
-
87
-
(50)
126
Non-distributable reserves Distributable reserves
24 April 2023
Total
Share premiem
£’000
3,863
-
8,026
(80)
-
11,809
Capital reserve
£’000
-
1,172
-
-
-
1,172
Capital reserve
£’000
(58)
(725)
-
-
-
(783)
Revenue reserve
£’000
(213)
(351)
-
-
-
(564)
Total reserves
£’000
3,681
96
8,113
(80)
(50)
11,760
*There were no unrealised movements during the period, and the
distributable reserve were £Nil.
The notes on pages 86 to 99 are an integral part of the financial statements.

Balance Sheet
as at 31 December 2022
Blackfinch Spring VCT Annual Report and Financial Statements
84
Fixed assets
Investments
Current assets
Debtors
Cash at bank and in hand
Creditors: amounts falling due within one year
Net current assets
Net assets
Capital and reserves
Called up share capital
Share premium account
Capital reserves
Revenue reserves
Total shareholders’ funds
Net asset value per Ordinary share (pence)
Note
11
13
14
15
17
31 December 2022 £’000
16,784
2
2,685
2,687
(204)
2,483
19,267
212
19,556
507
(1,008)
19,267
90.85
The Financial Statements were approved by the Directors and authorised for issue on 24 April 2023 and signed on their
behalf by:
Peter LR Hewitt, JP, FCSI
Non-executive Chairman
24 April 2023
Companies House Number - 12166417
The notes on pages 86 to 99 are an integral part of the financial statements.
24 April 2023
31 December 2021 £’000 (Restated)
6,962
3
4,966
4,969
(171)
4,798
11,760
126
11,809
389
(564)
11,760
93.08

Statement of Cash Flow
for the year ended 31 December 2022
Blackfinch Spring VCT Annual Report and Financial Statements
85
Operating activities
Investment Manager’s fees paid
Cash paid to Directors
Other cash payments
Net cash outflow from operating activities
Cash flows from investing activities
Purchase of investments
Net cash outflow from investing activities
Net cash outflow before financing
Cash flows from financing activities
Proceeds from share issues
Share issue costs
Net cash inflow from financing
(Decrease)/increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
Reconciliation of profit before taxation to net cash
outflow from operating activities:
(Loss)/profit before taxation for the period
Net gain on investments
Decrease/(increase) in debtors
Increase in creditors and accruals
Net cash outflow from operating activities
Year ended 31 Dec 2022
£’000
(392)
(61)
(276)
(729)
(9,385)
(9,385)
(10,114)
7,904
(71)
7,833
(2,281)
4,966
2,685
(326)
(438)
2
33
(729)
The notes on pages 86 to 99 are an integral part of the financial statements.
24 April 2023
Notes
11
Year ended 31 Dec 2021
£’000
(231)
(55)
(173)
(459)
(5,080)
(5,080)
(5,539)
8,113
(80)
8,033
2,494
2,472
4,966
96
(622)
(12)
79
(459)

Notes To The Financial Statements
1. Company information
The Company is a Public Limited Company incorporated in England and Wales. The registered address is 1350-1360
Montpelier Court, Gloucester Business Park, Gloucester, England, GL3 4AH. The principal activity is investing in
un-listed growth companies.
2. Basis of preparation
These Financial Statements have been prepared in accordance with applicable United Kingdom accounting standards,
including Financial Reporting Standard 102 – ‘The Financial Reporting Standard applicable in the United Kingdom
and Republic of Ireland’ (‘FRS 102’), and with the Companies Act 2006 and in accordance with the SORP issued by
the Association of Investment Companies (“AIC”) in July 2022. The Financial Statements have been prepared on the
historical cost basis except for the modification to a fair value basis for certain financial instruments as specified in the
accounting policies below.
The Financial Statements are prepared in pounds sterling, which is the functional currency of the company. All values in
these financial statements are rounded to the nearest thousand (£’000), except where stated.
3. Going concern
The Board of Directors is satisfied that the Company has adequate availability to continue as a going concern and are
satisfied that the Company has adequate resources to continue in business for the foreseeable future (being a period of
12 months from the date these Financial Statements were approved). In reaching this conclusion the Directors took into
the account the nature of the Company’s business and Investment Policy, its risk management policies, and the cash
holdings. As at 31 December 2022 the Company held cash balances with a value of £2,684,677 (2021: £4,966,027).
Cash flow projections show the Company has sufficient funds to meet all its expected expenditure for the foreseeable
future. The Directors have reviewed the portfolio of qualifying investments and expect the Company to continue to
satisfy the conditions of VCT compliance. Businesses in this increasingly diversified portfolio are performing well, and
the Company has the resources to provide additional short-term funding to those that require it. Thus, the Directors
believe it is appropriate to continue to apply the going concern basis in preparing the financial statements.
4. Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of business, being investment
business.
Blackfinch Spring VCT Annual Report and Financial Statements
86
24 April 2023

Blackfinch Spring VCT Annual Report and Financial Statements
87
5. Significant judgements and estimates
The preparation of the Financial Statements may require the Board to make judgements and estimates that affect the
application of policies and reported amounts of assets, liabilities and income and expenses. Estimates and assumptions
mainly relate to the fair value of the fixed asset investments, particularly unquoted investments. Estimates are based on
historical experience and other assumptions that are considered reasonable under the circumstances. The estimates
and the assumptions are under continuous review with attention paid to the carrying value of the investments.
More information related to the unquoted investment and their valuations is included in note 11 and the Investments
Manager’s Review on pages 8 to 9.
6. Accounting policies
A summary of the principal accounting policies, all of which have been applied consistently throughout the year, is set
out below.
a.Investments
The Company did not hold any listed investments at any time during the reporting period. Investments in unlisted
companies are held at fair value through profit or loss. Information about the portfolio is provided internally to
the Directors on that basis and the Directors consider the basis to be consistent with the Company’s investment
strategy. The fair value of unquoted investments is assessed by the Directors with reference to the International
Private Equity and Venture Capital Valuation Guidelines December 2022 (“IPEVCV guidelines”) which include the
following techniques:
(i) Where a value is indicated by a material arms-length transaction by an independent third party in the shares
of a company within the last twelve months. This value will be used only if, after careful consideration of all the
facts and circumstances it is considered the best measure of fair value.
(ii) In the absence of (i), and depending upon both the subsequent trading performance and investment
structure of an investee company, the valuation basis will usually move to either:
a) an earnings multiple basis. The shares may be valued by applying a suitable price-earnings ratio
to that company’s historical, current, or forecast post-tax earnings before interest and amortisation, or
to the revenues (the ratio used being based on a comparable sector but the resulting value being
adjusted to reflect points of difference identified by the Investment Manager compared with the sector
including, inter alia, a lack of marketability); or
b) an assessment of other relevant, objective evidence.
(iii) Where an earnings multiple or other objective evidence is not appropriate and overriding factors apply,
discounted cash flow or net asset valuation bases may be applied.
b. Expenses
All expenses are accounted for on an accruals basis. In respect of analysis between revenue and capital items
presented within the income statement, all expenses have been accounted for as revenue except as follows:
24 April 2023

Blackfinch Spring VCT Annual Report and Financial Statements
88
Expenses are split and presented partly as capital items where a connection with the maintenance or enhancement
of the value of the investments held can be demonstrated, and accordingly the investment management fee is
currently allocated 25% to revenue and 75% to capital, which reflects the Directors’ expected long-term view of the
nature of the investment returns of the Company.
Expenses which are incidental to the purchase of an investment are charged through the capital reserve.
c. Cash at bank and in hand
Cash and cash equivalents are basic financial assets and comprise bank deposits repayable on up to three
months’ notice.
d. Financial instruments
The Company has applied the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other
Financial Instruments Issues’ of FRS102 to all of its financial instruments. Financial instruments are recognised in
the Company’s balance sheet when the Company becomes part to the contractual provisions of the instrument.
Basic financial assets, which include debtors, are measured at transaction price. Basic financial liabilities,
including creditors, are measured at amortised cost.
e. Equity
Called up share capital
Equity instruments (ordinary shares and redeemable preference shares) issued by the Company are recorded at
the nominal amount.
Share premium
The share premium account is a non-distributable reserve which represents the price paid for shares and the
nominal value of the shares, less issue costs.
Non-distributable capital reserve
Non-distributable capital reserve represents increase and decrease in the value of investments held at the
year-end.
Distributable capital reserve
The following are disclosed in this reserve;
- gains and losses on the disposed of investments; and
- expenses allocated to this reserve in accordance with the above policies
Revenue reserve
The revenue reserve represents accumulated profits and losses, and any surplus profit is distributable by way
of dividends.
f. Taxation
Current tax is recognised for the amount of income tax payable in respect of the taxable profit for the current or past
reporting periods using the tax rates and laws that that have been enacted or substantively enacted by the reporting
date.
24 April 2023

Blackfinch Spring VCT Annual Report and Financial Statements
89
The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue
return on the “marginal” basis as recommended in the SORP.
Any tax relief obtained in respect of management fees allocated to capital is reflected in the capital column of the
Statement of Comprehensive Income and a corresponding amount is charged against the revenue column. The tax
relief is the amount by which corporation tax payable is reduced as a result of these capital expenses.
Deferred tax is recognised in respect of all timing differences at the reporting date, except as otherwise indicated.
Deferred tax assets are only recognised to the extent that it is probable that they will be recovered against the
reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is calculated using the tax rates and laws that that have been enacted or substantively enacted by the
reporting date that are expected to apply to the reversal of the timing difference.
The tax expense/(income) is presented either in the Income Statement or Statement of Changes in Equity
depending on the transaction that resulted in the tax expense/(income). Deferred tax liabilities are presented within
provisions for liabilities and deferred tax assets within debtors.
7. Investment Manager’s fee
Blackfinch Investments Limited has been appointed as the Company’s Investment Manager. This appointment shall
continue for a period of a period of five years following the allotment of any Ordinary shares until terminated by the
expiry of not less than 12 months’ notice in writing given by either party. The appointment may also be terminated in
circumstances of material breach by either party.
Details of the appointment may be found in the Strategic Report on pages 33 to 37.
24 April 2023
Blackfinch Investments
Limited
Revenue £’000
107
Capital £’000
320
Total £’000
427
Revenue £’000
61
Capital £’000
182
Total £’000
243
Year ended 31 December 2022 Year ended 31 December 2021

Blackfinch Spring VCT Annual Report and Financial Statements
90
8. Other expenses
The Company has no employees other than the Directors.
Information relating to Director’s remuneration can be found in the audited section of the Director’s Remuneration
Report on pages 62 to 65.
9. Taxation
a) Analysis of charge for the period
b) Factors affecting the tax charge for the period
Directors’ remuneration fees
Administration fees
Registrars and receiving agent fee
Auditors remuneration – audit of Statutory Financial Statements
Other professional fees
Other costs
Irrecoverable VAT
2021 £’000
55
60
8
35
63
1
69
291
24 April 2023
(Loss)/profit on ordinary activities before taxation
(Loss)/profit before taxation multiplied by standard
rate of corporation tax of 19% (2021: 19%)
Effect of:
UK dividends received
Current year losses carried forward
Losses brought forward
Deferred taxation not recognised
Tax charge for the period (Note 9a)
2022 £’000
49
60
23
50
42
1
112
337
Year ended
31 December
Year ended
31 December
Charge for the period
Year ended 31 December 2021
£’000
-
Year ended 31 December 2022
£’000
-
Year ended 31 December 2021
£’000
96
18
-
(526)
(271)
-
-
Year ended 31 December 2022
£’000
(326)
(62)
-
(764)
(797)
-
-

No asset or liability has been recognised for deferred tax in relation to capital gains or losses on revaluing investments
as the Company is exempt from corporation tax in relation to capital gains or losses as a result of qualifying as a Venture
Capital Trust.
No deferred tax asset has been recognised on surplus expenses carried forward as it is not envisaged that any such
tax will be recovered in the foreseeable future. The value of the unrecognised deferred tax asset is £390,297 (2021:
£199,335) based on losses carried forward of £1,561,187 (2021: £797,341).
10. Return per share
The Company has no securities that would have a dilutive effect and hence basic and diluted earnings per ordinary share
are the same.
The Company has no potentially dilutive shares and consequently, basic and diluted earnings per ordinary share are
equivalent in the year ended 31 December 2022.
* Please see Note 21 on page 99 for details.
Blackfinch Spring VCT Annual Report and Financial Statements
91
24 April 2023
Revenue
Capital
Total
Earnings per
share pence
(2.48)
0.66
(1.82)
Net (loss) /
profit £’000
(444)
118
(326)
Weighted
average
shares ’000
17,920
17,920
17,920
Earnings per
share pence
(3.63)
4.63
1.00
Net (loss) /
profit £’000
(352)
448
96
Weighted
average
shares ’000
9,688
9,688
9,688
2022 2021 (restated*)

The Company is required to report the category of fair value measurements used in determining the value of its
investments, to be disclosed by the source of inputs, using a three-level hierarchy:
Level 1: quoted prices in active markets for identical assets or liabilities. The fair value of financial instruments traded
in active markets is based on quoted market prices at the balance sheet date. A market is defined as a market in which
transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an
ongoing basis. The quoted market price used for financial assets held by the Company is the current bid price. These
instruments are included in level 1 and comprise AIM quoted investments and other fixed income securities classified as
held at fair value through profit or loss.
The Company has no investments classified in this category.
Level 2: the fair value of financial instruments that are not traded in an active market is determined by using valuation
techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little
as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the
instrument is included in level 2.
The Company has no investments classified in this category.
Blackfinch Spring VCT Annual Report and Financial Statements
92
24 April 2023
Opening valuation:
Cost as at 31 December 2021
Unrealised gains at 31 December 2021
Realised losses at 31 December 2021
Valuation at 31 December 2021
Movements in the year:
Purchased at cost
Disposal proceeds
Unrealised gains/(losses)
Total movements in period
Closing valuation:
Cost at 31 December 2022
Unrealised gains at 31 December 2022
Realised losses at 31 December 2022
Valuation at 31 December 2022
£’000
6,339
1,172
(550)
6,961
9,385
-
438
9,823
15,724
1,610
(550)
16,784
11. Investments
Movements in investments during the period are summarised as follow:

Level 3: the fair value of financial instruments that are not traded in an active market (for example, investments in
unquoted companies) is determined by using valuation techniques such as revenue or earnings multiples. If one or
more of the significant inputs is not based on observable market data, the instrument is included in level 3.
All of the Company’s investments fall into this category at 31 December 2022.
Most companies were valued using a multiple of revenue, while that had recently received investment were valued at the
price of that recent investment. The overall value of investments according to these different methods is shown in the
table below.
Each method is subject to uncertainties. Revenue multiples are based on the multiples of comparable public companies.
A change in the value of a market multiple could lead to a significant change in the fair value of the portfolio. Similarly, the
prices of new investments that are agreed are subjective and could affect the value of any prior holding in that company.
The Board has adjusted the inputs to the valuation calculations to determine the impact of changing these parameters
on the fair value of the portfolio, as follows:
The aggregate effect of these impacts could be to increase the value of the Company’s unquoted investments by £1.26m
(8.3%) or decrease it by £0.98m (6.4%). For valuations determined from a revenue multiple, the ranges and weighted
averages of the multiple and the premium/discount relative to market comparables are shown below.
Valuation methodology
Revenue multiple
Held at price of recent investment
Total value of investments (£ ‘000)
12,818
3,966
Blackfinch Spring VCT Annual Report and Financial Statements
93
24 April 2023
Valuation methodology
Revenue multiple
Price of recent investment
Input modified
Reference public
revenue multiple
Price of new
investment
Increase to input
+1x
-1x
+20%
-20%
Increase in fair value of
investments (£ ‘000)
916
- 661
346
-316
Increase in NAV
per share
4.32p
-3.11p
1.63p
-1.49p
Revenue Multiple
Premium (discount)
Range
Weighted average
Range
Weighted average
4.3 – 10.2
7.1
(15%) – 100%
34%
7.6 – 14.0
9.8
(61%) – 0%
(34%)
31 December 2022 31 December 2021

12. Significant interest
Details of holdings may be found in the Investment Manager’s Review and Investment Portfolio on pages 8 to 23.
Blackfinch Spring VCT Annual Report and Financial Statements
94
24 April 2023
Investment
Brooklyn Supply Chain Solutions Ltd
Client Share Ltd
Cultureshift Communications Ltd
Currensea Ltd
Cyclr Systems Ltd
Edozo Ltd
Illuma Technology Ltd
Kokoon Technology Ltd
Measure Protocol Ltd
Odore Ltd
Placed Recruitment Ltd
Recruitment Smart Technologies Ltd
Spotless Water Ltd
StaffCircle Ltd
Startpulsing Ltd
Tangle Software Inc.
Teamed Ltd
Tended Ltd
Transreport Ltd
Watchmycompetitor.com Ltd
Total Equity held by Blackfinch EIS Portfolios (%)
17.4
17.3
3.8
2.3
15.5
18.7
6.5
16.8
5.6
3.2
8.0
3.0
8.5
40.4
20.7
6.1
2.7
35.8
11.2
3.3
Equity held by the Company (%)
9.6
9.2
7.7
5.8
8.0
2.5
10.7
1.8
2.8
4.3
3.4
10.7
3.8
7.3
11.3
8.5
14.1
9.0
7.2
7.7

13. Debtors
14. Creditors
15. Called up share capital
During the year, the Company issued 8,573,388 Ordinary.
16. Reserves
Called up share capital represents the nominal value of the shares that have been issued.
Share premium account includes any premiums received on issue of share capital less any transaction costs associated
with the issuing of shares and any amounts transferred to the special reserve.
Capital reserves includes all costs which are considered capital in nature. As at 31 December 2022 there were realised
losses of £1,103,522 (2021: losses £783,478), and unrealised gains of £1,610,039 (2021: £1,172,247)
Revenue reserve includes all retained profits and losses. The balance on the account is distributable.
Blackfinch Spring VCT Annual Report and Financial Statements
95
24 April 2023
Amounts falling due within one year:
Prepayments
Other debtors
Total
2021 £’000
2
1
3
2022 £’000
2
-
2
Amounts falling due within one year:
Trade creditors
Other creditors
Accruals
Total
2021 £’000
-
10
161
171
2022 £’000
10
-
194
204
Ordinary shares (1p shares)
Allotted, issued, and fully paid during the period:
Ordinary shares
Total
2022
Number ‘000
21,207
-
21,207
2022
£‘000
212
-
212
2021
Number ‘000
12,634
12,634
2021
£‘000
126
126

17. Net Asset Value per Ordinary Share
18. Financial Instruments
The Company’s financial instruments comprise equity, cash balances and liquid resources including debtors and creditors.
The Company holds financial assets in accordance with its investment policy to invest in qualifying investments.
The Company held the following categorises of financial instruments at 31 December 2022:
Blackfinch Investments Limited reviews the value of the investments in the Blackfinch Spring VCT portfolio on a
quarterly basis. Valuations are determined in accordance with the most recent IPEV (International Private Equity
and Venture Capital) Valuation Guidelines.
When an investment has been made recently, the value of that investment is based on its cost, reviewed for impairment
or uplift. This valuation is also calibrated with the most appropriate choice of a market-based multiple or discounted
cash flow analysis, and considering any significant triggers or events that may affect it. This same valuation model will
typically be used to value the investment when there has been no recent investment to provide firm evidence of the
market price of an investment, subject to a review to confirm it is still most appropriate. Adjustments consistent with
the IPEV guidelines may be made to the resulting company valuation if deemed appropriate by the board.
The Company’s technology-enabled thesis means that many portfolio companies invest for long-term growth and will
not reach sustained profitability for some years. Consequently, a revenue multiple will often be the most appropriate
market-based methodology to use for the calibration and valuation models. However, the Company would expect to
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Ordinary share
NAV per
share pence
90.85
Net assets
£’000
19,267
2022 Ordinary
shares ’000
21,207
NAV per
share pence
93.08
Net assets
£’000
11,760
2021 Ordinary
shares ’000
12,634
Assets at fair value through profit or loss:
Equity investments
Assets measured at amortised cost:
Cash at bank
Other debtors
Liabilities measured at amortised cost:
Creditors
Accruals
Cost £’000
15,724
2,685
-
(10)
(194)
18,205
Fair value £’000
16,784
2,685
-
(10)
(194)
19,265
Cost £’000
6,339
4,966
1
(10)
(161)
11,135
Fair value £’000
6,962
4,966
1
(10)
(161)
11,758
2022 2021

switch to an earnings multiple when an investment has achieved the scale required for consistent profitability.
In the valuation models and calibration exercise, comparable trading multiples are selected, based on the most
relevant combination of sector, size, growth rate, developmental stage, and strategy. The multiple for each company is
calculated by dividing the enterprise value of the comparable by its revenue or earnings as appropriate, and adjusting for
other considerations such as illiquidity, growth-rate, territories served, and other company specific circumstances.
Further details of the bases on which financial instruments, including investments, are held may be found in Notes 6
and 11 and in the Investment Manager’s Review on pages 8 to 9.
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 Company is exposed to credit risk through its debtors, creditors and cash
held with bank.
Credit risk arising on transactions with debtors and creditors relates to transactions awaiting settlement. Risk related to
unsettled transactions is considered to be small due to the short settlement period involved.
At 31 December 2022, cash held by the Company was held by the Lloyds Bank. Bankruptcy or insolvency of the bank
may cause the Company’s rights with respect to the cash held by it to be delayed or limited. Should the credit quality
or the financial position of the bank deteriorate significantly the Company has the ability to move the cash holdings to
another bank.
Interest risk
The Company does not have any direct exposure to interest rates. Not interest is earned on bank deposits. Other
financial assets and other liabilities attract no interest. The potential impact to Portfolio Companies of interest rates is
kept under review by the Investment Manager.
Investment valuation risk
The Board tracks the investment valuation risk inherent in the Company’s portfolio on the risk register that is reviewed
quarterly. It maintains an appropriate spread of risk and ensures full and timely access to relevant information from the
Investment Manager. The Company does not use derivative instruments to hedge against market risk. The equity of
the Company’s unquoted investee companies are not traded and, as such, their prices are more uncertain than those of
more frequently traded stocks.
Investment valuations are derived from investee company valuations, which in turn are based on inputs such as the price
of recent investments and the revenue multiples of comparable public companies. A sensitivity analysis on these inputs
is given in note 11 above. The Board has additionally estimated that a 30% fall in the carrying value of the Company’s
unquoted investments would reduce profit before tax for the year and the Company’s net asset value per share by
£5.04m and 23.74p respectively. Such a drop is considered to be an appropriate illustration given historical volatility
and market expectations of future performance.
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Liquidity risk
The Company’s financial instruments include investments in unlisted equity investments which are not traded in an
organised public market, and require a mid to long term commitment, which generally may be illiquid. The Company
retains a portion of the portfolio in cash in order to finance new investment opportunities.
19. Capital Management Policies and Procedures
The Company’s capital management objectives are:
• to ensure that it will be able to continue as a going concern;
• to satisfy the relevant HMRC requirements; and
• to maximise the income and capital return to its shareholders.
As a VCT, the Company must hold at least 80% of its assets by value in Qualifying Investments by the second
anniversary of the end of the accounting period in which the Company issued the shares. In addition, at least 30% of
all new funds raised by the Company must be invested in Qualifying Investments within 12 months of the end of the
accounting period in which the Company issued the shares. Qualifying Investments will be made in companies which are
carrying out a qualifying trade, and have a permanent establishment in the UK, although some may trade overseas.
The Company will target an annual dividend equivalent to 5% of its Net Asset Value, and special dividends, where
appropriate, from the proceeds of successful exits of portfolio companies that are not reinvested. It is envisaged that
dividends will not be paid before 2024 and will be subject to the existence of realised profits, legislative requirements,
and the available cash reserves of the Company.
20. Post Balance Sheet Events
Non-adjusting event
Since 31st December 2022 the Company has completed the following additional investment transactions:
• investment of £262,500 in Brooklyn Supply Chain Solutions Ltd;
• investment of £157,500 in Client Share Ltd;
• investment of £440,000 in CollectiveTech Ltd;
• investment of £280,000 in Cultureshift Communications Ltd;
• investment of £262,500 in Edozo Ltd;
• investment of £87,500 in Illuma Technology Ltd;
• investment of £280,000 in Measure Protocol Ltd;
• investment of £262,500 in StaffCircle Ltd;
• investment of £175,000 in Startpulsing Ltd;
• investment of £140,000 in Tangle Software Inc.;
• investment of £175,000 in Tended Ltd;
• investment of £360,000 in Up Learn Ltd; and
• investment of £280,000 in Watchmycompetitor.com Ltd.
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21. Changes in presentation and prior year adjustments
Income Statement for the year ended 31 December 2021 - loss on investments totalling to £549,997 has been incorrectly
disclosed under Revenue rather than Capital. Therefore, Revenue and Capital (Loss) and profit balances have changed.
Revenue loss attributable to equity shareholders decreased from £901,321 to £351,324 and Capital profit attributable to
equity shareholdings decreased from £997,652 to £447,655. These changes did not make any impact on the total profit
amount which was £96,331.
Revenue and Capital returns per share had to be amended accordingly, decreasing the revenue loss per share from
9.30p to 3.63p and decreasing the capital return per share from 10.30p to 4.63p.
Note 10 Return per share – figures for 2021 have been restated due to misallocations of the loss on investments between
Revenue and Capital, as stated above.
Balance sheet at 31 December 2021 – Creditors balance was mistyped and stated as £107,866 rather than £170,866.
Total net current assets balance was correct.
22. Contingencies, Guarantees and Financial Commitments
Under the terms of the Investment Advisory Agreement, the running expenses of the Company which are provided for
in an annual budget approved by both the Board and the Investment Manager are restricted to a maximum of 3.50% of
the Net Asset Value of the Company. Such excess, if occurred, is to be either paid by the Investment Manager or to be
refunded by way of a reduction to its annual investments advisory fee.
The running expenses incurred in the year were 3.27% of the total Net Asset Value as at 31 December 2022
(2021: 3.51%).
There were no other contingencies or guarantees as at 31 December 2022 (2021: none).
23. Related Parties and Transactions with the Investment Manager
The Company retains Blackfinch Investments Limited as its Investment Manager. In addition to the investment adviser
fee Blackfinch Investments Limited also receives a secretarial and administration fee of £60,000 per annum, paid
quarterly. Details of the agreement with the Investment Manager are set out on pages 39 to 40.
The remuneration and shareholdings of the Directors, who are key management personnel of the Company, is disclosed
in the Directors’ Remuneration Report on pages 62 to 65.
24. Geographical Analysis
The operation of the Company is wholly in the United Kingdom.
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Directors and Advisers
Directors (all non-executive)
Peter Lionel Raleigh Hewitt (Chairman)
Katie Jones
Dr Reuben Wilcock
All of:
Registered Office at
1350-1360 Montpellier Court
Gloucester Business Park
Brockworth, Gloucester
Gloucestershire, GL3 4AH
VCT Tax Adviser
Philip Hare & Associates LLP
Hamilton House, 1 Temple Avenue
London, EC4Y 0HA
Solicitors and Sponsor
Howard Kennedy Corporate Services LLP
No. 1 London Bridge
London, SE1 9BG
Auditor
BDO LLP
55 Baker Street
London, W1U 7EU
Registrars and Receiving Agent
The City Partnership (UK) Limited
The Mending Rooms
Park Valley Mills,
Meltham Road
Huddersfield, HD4 7BH
Investment Manager, Promoter
and Administrator
Blackfinch Investments Limited
1350-1360 Montpellier Court
Gloucester Business Park
Brockworth, Gloucester
Gloucestershire, GL3 4AH
Secretary
The City Partnership (UK) Limited
The Mending Rooms
Park Valley Mills
Meltham Road
Huddersfield, HD4 7BH

Blackfinch Spring VCT plc
(Registered in England and Wales with registered number 12166417)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Blackfinch Spring VCT plc (“the Company”) will be held
at 11am on 8 June 2023 for the purposes of considering and, if thought fit, passing the following resolutions, resolutions 1
to 7 as ordinary resolutions and resolutions 8 and 9 as special resolutions:
Ordinary Resolutions
1. To receive and adopt the Directors’ Report and Financial Statements of the Company for the financial year ended 31
December 2022 together with the Independent Auditor’s Report thereon.
2. To approve the Directors’ Remuneration Report for the year ended 31 December 2022 other than the part of such
report containing the Directors’ Remuneration Policy.
3. To appoint BDO LLP as auditor of the Company from the conclusion of the AGM until the conclusion of the next AGM
of the Company to be held in 2024 at which financial statements are laid before the Company.
4. To authorise the directors to fix the remuneration of the auditor
5. To re-elect Peter Hewitt as a director of the Company.
6. To re-elect Reuben Wilcock as a director of the Company in accordance with the Listing Rules.
7. That, the Directors be and hereby are generally and unconditionally authorised in accordance with Section 551 of
the CA 2006 to exercise all of the powers of the Company to allot shares in the Company or to grant rights to subscribe
for or to convert any security into shares in the Company up to an aggregate nominal value of £400,000, representing
approximately 158% of the issued share capital of the Company as at 1 April 2023, being the latest practical date prior to
publication of this document, provided that the authority conferred by this Resolution 7 shall expire at the conclusion of
the Company’s next annual general meeting or on the expiry of fifteen months following the passing of this Resolution 7,
whichever is the later (unless previously renewed, varied or revoked by the Company in general meeting).
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Special Resolutions
8. That, 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 (which expression shall have the meaning ascribed to it in Section 560(1) of CA
2006) for cash pursuant to the authority given in accordance with Section 551 of CA 2006 by Resolution 7 above as if
Section 561(1) of CA 2006 did not apply to such allotments, provided that the power provided by this Resolution 8 shall
expire at the conclusion of the Company’s next annual general meeting or on the expiry of fifteen months following the
passing of this Resolution 8, whichever is the later (unless previously renewed, varied or revoked by the Company in
general meeting).
9. That, the Company be and is hereby authorised to make one or more market purchases (within the meaning of section
693(4) of the CA 2006) of Ordinary Shares provided that:
9.1 the maximum aggregate number of Ordinary Shares authorised to be purchased is an amount equal to 14.99% of the
issued Ordinary Shares;
9.2 the minimum price which may be paid for an Ordinary Share is their nominal value;
9.3 the maximum price which may be paid for an Ordinary Share is an amount equal to the higher of (i) 105% of the
average of the middle market quotation per Share taken from the London Stock Exchange daily official list for the five
Business Days immediately preceding the day on which such Ordinary Share is to be purchased; and (ii) the amount
stipulated by the UK version of Article 5(6) of Market Abuse Regulation (596/2014/EU); and
9.4 unless renewed, the authority hereby conferred shall expire either at the conclusion of the annual general meeting
of the Company following the passing of this Resolution 9 or on the expiry of fifteen months from the passing of this
Resolution 9, whichever is the later, save that the Company may, prior to such expiry, enter into a contract to purchase
Ordinary Shares which will or may be completed or executed wholly or partly after such expiry.
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IMPORTANT INFORMATION
Capital at Risk. Blackfinch Spring VCT Plc, 1350-1360 Montpellier Court, Gloucester Business Park,
Gloucester, GL3 4AH. Registered company in England and Wales Company no. 12166417.