Blackfinch Spring VCT plc
Annual Report and Financial Statements
for the year ended 31 December 2023
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
36
56
60
66
Contents
26 April 2024
68
72
86
88
90
91
92
107
108

Blackfinch Spring VCT Annual Report and Financial Statements
3
26 April 2024
Highlights
Offer for Subscription
In the year ended 31 December 2023, the Company’s offers for subscription
raised £7,151,846 gross (2022: £7,903,824), with the issue of 7,706,903
(2022: 8,573,388) shares.
Investments
The Company made 18 qualifying investments in the period, for a total of
£5.1m, adding five new companies to its portfolio that now stands at 25. There
were no realised returns in the year, but there was an unrealised gain of £3.9m
on investments, which brought the overall investment value to £25.8m.
Net Asset Value (“NAV”) Movement
The NAV per share increased by 12% from 90.85p to 101.54p, driven by the
uplift in the value of investments.
Dividends
An interim dividend was announced on the 13th February 2024. The dividend rate
announced was 2.5p per share.
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 exit strategy in due course.
Summary Data
Net asset value (£‘000)
Shares in issue (‘000)
NAV per ordinary share
Share price as per the
London Stock Exchange
(mid-price)
Year ended 31/12/2023
29,359
28,914
101.54p
92.00p
Year ended 31/12/2022
19,267
21,207
90.85p
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 Annual Report and Financial Statements for
Blackfinch Spring VCT plc (the ‘Company’) for the
year ended 31 December 2023.
In a year marked by global uncertainties and domestic
economic pressures, the Company has again made
encouraging progress, with a healthy set of new
investments, good growth in the aggregate value of our
existing portfolio companies, and steady fundraising.
Most significantly, these developments have enabled
the Company to announce its first interim dividend
payment of 2.5p per shares, to be paid in April 2024.
During the year the Company allotted a further 7,706,903
shares, having raised £7.2m, just 10% down from the
£7.9m raised in 2022. This amount includes £1.3m from
the first allotment of the Company’s new offer, which
successfully launched on 7 September 2023.
Increased Diversification
Your Company invested a further £5.1m during the year.
Alongside follow-on funding for existing companies in
the portfolio, five promising new ones were added. These
businesses operate in a range of emerging fields such
as Audio AI, Construction Technology, and Education
Technology. The extra sector diversification that they
bring further enhances the robustness of the portfolio,
which now comprises a total of 25 innovative technology-
enabled companies. Details of them are contained on
page 12, with the largest 10 companies by value now
accounting for 61% as compared to 70% in 2022.
Growth in a Turbulent Environment
The economic environment in 2023 continued to be
challenging. The UK went into recession, while both
inflation and interest rates raced to recent highs. Global
uncertainties increased, with renewed tensions in the
Middle East coming on top of the ongoing conflict in
Ukraine, making for a difficult geopolitical environment.
In this context, portfolio companies demonstrated
considerable resilience and agility, many having to adapt
to the changing needs of customers who were often facing
increased cost pressures of their own. Nonetheless, all but
six of the Company’s businesses were able to grow their
revenues during the year, some by impressive amounts,
demonstrating the robustness of the existing portfolio.
Similarly, only two investments had a lower valuation at the
end of the year than at the start, with the values of some
others being held at cost because the class of shares held
by the VCT have downside protection.
A Promising Pipeline
The recent economic turbulence appears not to have
dimmed founders’ enthusiasm for establishing innovative
new businesses. Our Manager reports a strong supply of
technology firms that are clearly demonstrating growth,
even in the current climate, allowing just the best to be
selected to join the Company’s portfolio. Examples of
the ones currently being assessed are given on pages 28
to 35. There will also be further opportunities to provide
follow-on funding to well-performing portfolio companies.
26 April 2024

Blackfinch Spring VCT Annual Report and Financial Statements
5
Financial Milestones
I am pleased to report that the strong performance of
portfolio companies has driven up the Net Asset Value
(NAV) per share from 90.85p at the start of the year
to 101.54p at the end. It is the first time the NAV per
share has exceeded its launch value of 100.00p, and
it represents even better growth when tax reliefs are
taken in to consideration.
Consistent with our long-term strategic objective of paying
regular dividends from 2024, I am delighted that since
the end of the year we have announced our first interim
dividend. I am also pleased to report that the Board will
be inviting our shareholders at the June 2024 AGM to
approve the payment of a final dividend of 2.6 per share.
Should the proposed final dividend be approved, then
this will realise for 2024 the aspiration, as stated in the
September 2023 prospectus, to pay dividends annually
totalling 5% of the Company’s net asset value. While these
dividends will be paid from the recently converted share
premium, its payment provides important certainty to
investors, and it is supported by increases in the value of
investments that we expect to be realised in future.
Dividend Reinvestment Scheme
The Company intends to adopt a dividend reinvestment
scheme, which will allow existing and new shareholders
to elect to apply all or part of any cash dividends they may
receive in respect of their ordinary shares in subscribing
for further ordinary shares.
The price at which shares will be issued under the dividend
reinvestment scheme will effectively be the last published
NAV per share as close as reasonably practical to the
dividend payment date. The Company bears all of the
costs of operating the dividend reinvestment scheme.
Dividend reinvestment enables shareholders to increase
their total holding in the Company without incurring
dealing costs or issue costs. Subject to the limits on
investments in VCTs, shares issued under the dividend
reinvestment scheme should qualify for the VCT tax reliefs
that are applicable to subscriptions for new VCT shares.
S
hares subscribed for under the dividend reinvestment
scheme will form part of the relevant shareholder’s annual
limit for investing in VCTs. Shareholders wishing to invest
their dividends should contact either the Company’s
Investment Manager or the Company’s Registrars, details
for which can be found on page 95 of this report.
The terms and conditions of the dividend reinvestment
scheme can be found on the Company’s website
(https://blackfinch.investments/vct/).
Outlook
The Company has successfully navigated the complexities
and risks of 2023, delivering strong progress towards our
objectives of long-term growth. While global uncertainties
remain, the economic prospects in the UK are improving,
with both inflation and interest rates expected to continue
falling. Such conditions have the potential not just to boost
the performance of portfolio companies but also to prompt
increased interest from parties who may wish to acquire
them and deliver realisations. Coupled with signs that new
subscriptions to the VCT are increasing, and with a healthy
investment pipeline, there is an excellent outlook for the
year ahead.
Finally, I would like to extend my thanks to the Managers
for their efforts this year which have been borne out by the
substantial increase in shareholder value.
Peter L R Hewitt, KOFO, JP, FCSI, FRSA
Non-executive Chairman
26 April 2024
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
01452 717 070 or by email at: enquiries@blackfinch.com.
Blackfinch maintains a website for the Company:
www.blackfinch.ventures/vct
26 April 2024

Blackfinch Spring VCT Annual Report and Financial Statements
6
The Board
Peter Lionel Raleigh Hewitt, KOFO, JP, FCSI, FRSA (Chairman)
Peter has been a director of 13 public companies over the last 30 years, chairing seven of these including seven 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 four years. He is Co-Chairman and co-founder of Universal Defence and
Security Solutions Limited, a global defence consultancy with over 600 team members.
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.
Peter has been the Chairman of the Company since 11 November 2019.
Dr Katrina Tarizzo PhD, BA (Hons), Dip MRS
Katrina’s involvement with early-stage company development has spanned over 30 years from the perspective of being
both a founding shareholder and director of several companies across a variety of sectors and geographies including
financial services, real estate, chemicals and technology. She was formerly a director of The Share Centre in its founding
years, a pioneer of low-cost stock broking for retail investors that was subsequently listed on AIM through Share PLC,
having been more recently acquired by Interactive Investor.
Katrina was heavily involved in the UK and French privatisation programmes, establishing Johnson Fry Privatisations
Limited which has since become part of Legg Mason. She was also a founder of a speciality chemicals company based
in Poland, manufacturing and shipping rubber to the worldwide chewing gum market. Moving with the times into the
technology sector, Katrina was involved in the development of a US financial website company, listed on NASDAQ, and
more recently co-founded Linescape.com, a search engine that provides shipping schedule data feeds to the logistics
industry. She is currently a director and shareholder of City Living PCC Limited, listed on the International
Stock Exchange, which operates in the residential real estate and development sector across Poland.
She is a Doctoral graduate of the London Business School with a wealth of international business experience.
Katrina has been a director of the Company since 14 August 2023.
26 April 2024

Blackfinch Spring VCT Annual Report and Financial Statements
7
Dr Reuben Wilcock
Reuben is an award-winning entrepreneur with over 20 years’ experience founding and growing start-ups. His smart
home energy spinout, Joulo, won the British Gas Connected Homes award and was acquired by Quby. Reuben was
a leading figure in entrepreneurship, founding the Future Worlds accelerator, through which he mentored over 250
entrepreneurs across 50 companies. He has a degree in Electronics, a PhD in integrated circuit design, is a named author
on over 45 academic papers and has five patents. He is currently Head of Ventures at Blackfinch where he has led over
80 investments worth more than £60m into a portfolio of high-tech high-growth Seed and Series-A stage companies.
He sits on the boards of many of these, actively supporting founders and their teams through different stages of growth.
Reuben has been a director of the company since 18 September 2020.
26 April 2024

Investment
Manager’s Review
Given the turbulent economic
environment in 2023, we have been
delighted both with the progress made
overall by existing portfolio companies
and by the strength of the innovative
new businesses we have been able to
add to the portfolio. They bring the
portfolio to a total of 25 high-potential
companies, up from 20 at the start
of the year. While technology plays
an important role in each of them,
collectively they span 17 industry
sectors, from Advertising Technology
to Transport Technology, as illustrated
on page 25.
A total of 18 investments were made in the year, of which
five were into new companies. As reported in the Half
Year review, the first part of the year saw the addition
of pioneering education technology provider Up Learn,
which is helping students succeed in A-Level exams, and
shared transport provider Collectivetech Ltd (trading
as RideTandem). They were followed in the summer by
Oculo, the Company’s first Construction Technology
business. Its platform uses sophisticated computer vision
to match views of what’s been built with detailed digital
models of the design plans to confirm construction has
been completed correctly and to specification.
The end of the year concluded with two new investments.
Quin AI is a high-growth AI business founded by an
impressive pair of sisters. Its platform analyses consumer
behaviour on e-commerce websites, then determines the
best offers or incentives to give shoppers to maximise
sales and reduce drop-off rates. Secondly, Lstn Inc.,
trading as BeyondWords, is an ambitious AI company that
is leading in the text-to-voice market for the publishing
industry. It transforms written articles into engaging AI-
generated audio by combining enterprise-grade voice
cloning with audio generation. We had been supporting
BeyondWords in our EIS Portfolios since 2021 as it grew to
the size and maturity appropriate for investment by
the Company.
The remaining investments, totalling £3.0m, were follow-
ons into existing portfolio companies. Several of them
were at higher valuations than our original investments,
reflecting the strong underlying progress made by the
firms. Four companies also attracted funding rounds
led by external investors that pushed valuations higher,
including Odore and especially Transreport, which by the
end of the year was in the process of closing a £10m round
from new investors. Kokoon, supported by our first debt
investment at the end of 2022, was also able to attract
new funding, triggering the conversion of our loan into
new shares. The funding has allowed Kokoon to extend its
operations into 2024 and to launch a major
new partnership.
With increased pressure on both consumer and business
budgets in 2023, some portfolio companies have
Blackfinch Spring VCT Annual Report and Financial Statements
8
26 April 2024

Blackfinch Spring VCT Annual Report and Financial Statements
9
26 April 2024
inevitably suffered setbacks on their growth journeys.
Measure Protocol lost its largest customer early in the year
as the result of the customer’s aggressive cost-cutting.
Measure Protocol has had to reduce its costs but has
since regained part of the lost contract – a testament to
the value it was delivering – as well as landing new sales.
Similarly, Placed suffered high churn from the downturn in
recruitment, but again was quick to adapt, refocusing its
strategy which has led to consistently renewed growth in
the final quarter of the year.
Some other companies have also seen longer sales cycles
and slower growth, and they have trimmed their budgets
accordingly. Nonetheless all but six portfolio companies
have been able to grow their revenues during the year.
Some have done particularly well. New company Oculo
has accelerated its rate of growth even since we invested
in the summer, while Illuma has again more than doubled
revenues from its platform for ethical online advertising.
With the revenue multiples of technology companies
listed on public markets having been much more stable
than in 2022, portfolio valuations this year have primarily
been driven by the underlying performance of companies.
With good revenue growth across much of the portfolio,
and with some individual company valuations being
prevented from declining because of downside protection
in the share class held by the Company, aggregate
valuations have risen throughout the year. These
increases have driven a 10.69p uplift in NAV per share to
take it above 100p for the first time.
Internally, Blackfinch has again been expanding
the investment team that manages the Company’s
investments. A Senior Manager joined the team in April
2023, to lead on investments into new companies, while
a further Manager and an Analyst have also been hired.
We have additionally continued to enhance our own
technology platform for monitoring investments and the
underlying companies. It has helped us to maintain our
agile support for these businesses even while the size of
the portfolio has expanded.
Encouragingly, we continue to see a strong pipeline of
high-quality technology-enabled companies seeking
investment – businesses that are proving they can thrive
even in a weaker economic environment. Examples of
those we were assessing for potential investment in March
or April are given on page 28. With improving prospects
for inflation and interest rates as we head into 2024,
there is an excellent outlook not just for these businesses
but also for our existing portfolio companies and for the
Blackfinch Spring VCT itself. I look forward to providing
the next update in the half yearly review.
Richard Cook
Founder and CEO, Blackfinch Investments Limited
26 April 2024

Investment Manager’s Review
Environmental, Social and Governance Policy (“ESG”)
Blackfinch Spring VCT Annual Report and Financial Statements
10
It is intended that portfolio companies should aim
to make at least a small net positive contribution to
the world, and believe that doing so in a responsible,
sustainable manner not only benefits society and the
planet but also reduces long-term investment risk.
Public sentiment continues to be concerned with social practices, with the
environment in general, and with climate change in particular. Good governance
underpins the management of these risks, alongside more conventional
business risks, 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.
The Investment Manager’s 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 try and 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 pursuit of that purpose, the manner of conducting its business,
and importantly the attitude of its founders. Few early-stage companies have
26 April 2024

Blackfinch Spring VCT Annual Report and Financial Statements
11
formal ESG policies of their own, but they must recognise the importance of the
principles involved.
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 that the Investment Manager believes tie in with long-term
trends in society and hence increases future market demand. 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 strong demand for its platform to help large
organisations tackle workplace bullying and harassment.
We also look at the impacts our own decisions make, for example, in terms of
the diversity of founders who receive funding. One of our newest investments
is in Quin AI, which is run by an impressive pair of sisters. It puts the firm in the
small minority of venture-funded companies run by all-female founders.
26 April 2024

Investment Portfolio
Blackfinch Spring VCT Annual Report and Financial Statements
12
Investment
Brooklyn Supply Chain Solutions Ltd
Client Share Ltd
Collectivetech Limited
Cultureshift Communications Ltd
Currensea Ltd
Cyclr Systems Ltd
Edozo Ltd
Illuma Technology Ltd
Kokoon Technology Ltd
LSTN Inc.
Measure Protocol Ltd
Oculo Technologies Ltd
Odore Ltd
Placed Recruitment Ltd
Quin AI Limited
Recruitment Smart Technologies Ltd
Spotless Water Ltd
Staffcircle Ltd
Startpulsing Ltd
Tangle Software Inc.
Teamed Ltd
Tended Ltd
Transreport Ltd
Up Learn Limited
Watchmycompetitor.com Ltd
Total fixed asset investments
Net current assets
Net assets
Cost £‘000
1,162
858
440
780
1,075
1,300
463
1,218
500
300
680
840
830
600
200
780
459
1,262
1,575
490
1,280
1,075
770
360
980
20,277
3,601
23,878
Valuation
£‘000
1,162
1,555
528
990
1,075
1,300
474
3,715
521
300
680
1,049
831
600
200
780
791
1,262
1,575
490
1,315
1,081
1,711
664
1,109
25,758
3,601
29,359
Increase in value
in 2023 net of
additions £’000
-
639
88
210
-
(183)
11
1,792
21
-
(12)
209
1
-
-
-
295
-
(85)
-
(173)
-
690
304
64
3,871
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
As at 31 December 2023 As at 31 December 2022
26 April 2024
% of total
assets value
3.9
5.3
1.8
3.4
3.7
4.4
1.6
12.6
1.8
1.0
2.3
3.6
2.8
2.0
0.7
2.6
2.7
4.3
5.4
1.7
4.5
3.7
5.8
2.3
3.8
87.7
12.3
100.0

Blackfinch Spring VCT Annual Report and Financial Statements
13
A total of 18 investments were made in the year, up from 17 during 2022. Five
of these investments were in new companies. One of them originated from the
Blackfinch EIS Portfolios, with the Company co-investing alongside a follow-on
investment by the EIS Portfolios. The other four were new co-investments with
the EIS Portfolios. The remaining 13 investments were follow-on investments
into existing VCT portfolio companies.
Three 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 99. Overall, just two investments ended
the year with a lower value, with some valuations being maintained because
of downside protection in the class of shares held by the Company, while
11 increased more than a trivial amount. These increases have significantly
outweighed the decreases resulting in an aggregate unrealised gain of
£3.87m on those companies held since the end of 2022.
26 April 2024

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. Illuma’s
product offers an alternative to traditional cookie-based targeting, which suffer
from privacy concerns and Google’s plans to remove cookies altogether. Since
investment in 2021, Illuma has grown its revenue over 4x, expanded to the US,
and has secured large global customers such as Procter & Gamble and Sky.
Company sector
Stage
Asset class
Net assets 31/12/2022
Net assets 31/12/2021
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
£2.26m
£1.80m
n/a *
£1.22m
£3.71m
Revenue Multiple
10.5%
August 2021
Blackfinch Spring VCT Annual Report and Financial Statements
14
Investment Manager’s Review
Investment Portfolio - Top 10 Holdings
26 April 2024
*Revenue and profit are not
publicly available because only
abbreviated accounts are filed
at Companies House.

Transreport’s innovative technology platform makes it easy for people with
reduced mobility to book and receive the special assistance they need for their
journey. As well as this ‘Passenger Assist’ app, the company has developed
a suite of platforms targeting the industry’s digital transformation and has a
strong vision to address a broader range of journeys spanning rail, air and road.
Transreport has secured an exclusive, long-term contract with the entire British
rail network. Since investment in 2020, Transreport has grown its monthly
revenue 6x, and expanded both internationally into Japan, and into airports.
Transreport has also been very successful in gaining high profile recognition.
The founder was invited to the 2023 G7 Business Summit where he met with
the UK Prime Minister Rishi Sunak.
Blackfinch Spring VCT Annual Report and Financial Statements
15
Investment Manager’s Review
Investment Portfolio
26 April 2024
Company sector
Stage
Asset class
Net assets 31/12/2022
Net assets 31/12/2021
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
£4.05m
£2.15m
n/a *
£0.77m
£1.71m
Revenue Multiple
4.9%
December 2020
*Revenue and profit are not
publicly available because only
abbreviated accounts are filed
at Companies House.

Startpulsing Limited, 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. Since
investment in 2021, OnePulse has grown its monthly recurring revenue over
2.5x and secured new enterprise clients including Pepsi, Coinbase, and TikTok.
Blackfinch Spring VCT Annual Report and Financial Statements
16
Investment Manager’s Review
Investment Portfolio
26 April 2024
Company sector
Stage
Asset class
Net assets 31/07/2023
Net assets 31/07/2022
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
£(0.95m)
£0.37m
n/a *
£1.58m
£1.58m
Revenue Multiple
11.9%
March 2021
*Revenue and profit are not
publicly available because only
abbreviated accounts are filed
at Companies House.

Clientshare specialises in increasing the strength of relationships between
buyers and suppliers through its easy-to-use online technology platform.
Its ‘Service Governance’ products help large organisations maintain strong
relationships with their clients, and deliver the insights needed to tackle
emerging problems. The effect is to increase customer retention and reduce
churn. Having already secured enterprise customers such as HP and
Compass Group prior to the Company’s first investment in 2021, Clientshare
has subsequently grown in revenue over 2.5x and secured additional major
customers such as EY. The business has also planted over 5,200 trees in the
‘Clientshare Forest’, based on customers’ use of its platform.
Blackfinch Spring VCT Annual Report and Financial Statements
17
Investment Manager’s Review
Investment Portfolio
26 April 2024
Company sector
Stage
Asset class
Net assets 31/12/2022
Net assets 31/12/2021
Revenue and profit
Cost of investment
Value of investment
Basis of valuation
Equity held by Blackfinch Spring VCT
Initial investment date
Service Governance Tech
Scale-up
Equity
£1.37m
£1.16m
n/a*
£0.86m
£1.55m
Revenue Multiple
10.1%
March 2021
*Revenue and profit are not
publicly available because only
abbreviated accounts are filed
at Companies House.

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. The core value proposition of Teamed
is socially positive as it supports the hiring of employees in remote regions,
where residents may otherwise not have access to such well paid jobs.
Blackfinch Spring VCT Annual Report and Financial Statements
18
Investment Manager’s Review
Investment Portfolio
26 April 2024
Company sector
Stage
Asset class
Net assets 30/11/2022
Net assets 30/11/2021
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
£1.51m
£0.07m
n/a *
£1.28m
£1.32m
Revenue Multiple
13.7%
September 2022
*Revenue and profit are not
publicly available because only
abbreviated accounts are filed
at Companies House.

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 solution to this problem is applicable globally, connects to
over 400 of the world’s most popular platforms, and its graphical, no-code
approach sets it apart from the competition. Since investment in 2021, Cyclr
has already tripled its revenue, launched a new product, and opened an office
in Canada.
Blackfinch Spring VCT Annual Report and Financial Statements
19
Investment Manager’s Review
Investment Portfolio
26 April 2024
Company sector
Stage
Asset class
Net assets 30/11/2022
Net assets 30/11/2021
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
£3.94m
£1.11m
n/a *
£1.30m
£1.30m
Revenue Multiple
8.7%
March 2021
*Revenue and profit are not
publicly available because only
abbreviated accounts are filed
at Companies House.

StaffCircle is an agile business whose online human resources (HR)
platform enables companies to engage and manage their staff, especially
remote workers, or those without desk jobs. The platform allows effective
communication through any device, from desktop computers to mobile
phones, a flexibility which is proving invaluable for the accelerated trend
towards remote working. 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.
Blackfinch Spring VCT Annual Report and Financial Statements
20
Investment Manager’s Review
Investment Portfolio
26 April 2024
Company sector
Stage
Asset class
Net assets 31/03/2023
Net assets 31/03/2022
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
£0.63m
£2.08m
n/a *
£1.26m
£1.26m
Revenue Multiple
8.2%
April 2022
*Revenue and profit are not
publicly available because only
abbreviated accounts are filed
at Companies House.

Trading as Brooklyn Vendor Assurance, the company has created a platform
that allows the world’s largest businesses to manage their supplier contracts.
The solution maps and governs organisations in areas including risks,
performance, ESG, and compliance. Brooklyn’s customers include large
enterprises such as Danske Bank and Sainsburys, with the product catering
for the very complex needs of the world’s largest organisations who spend
millions on compliance and governance each year. Since investment in 2021,
the company has increased its recurring revenue 2.5x, having both expanded
its deployments within existing enterprise clients, and secured new long-term
contracts with organisations such as Cumberland Building Society. Brooklyn
also has an ESG partnership with Positive Impact Commerce (PIC), with
the company’s platform enabling its customers to manage their suppliers’
environmental performance, including automated scoring and tracking.
Blackfinch Spring VCT Annual Report and Financial Statements
21
Investment Manager’s Review
Investment Portfolio
26 April 2024
Company sector
Stage
Asset class
Net assets 31/12/2022
Net assets 31/12/2021
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
£0.50m
£1.05m
n/a *
£1.16m
£1.16m
Revenue Multiple
12.2%
March 2021
*Revenue and profit are not
publicly available because only
abbreviated accounts are filed
at Companies House.

WatchMyCompetitor offers a business intelligence platform that enables
organisations to monitor competitors, clients and key partners, tracking
product launches, promotions and important business changes. The
company’s cloud-based platform uses machine learning technology to track
the public developments of companies all over the world. 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 events. Since investment in 2021, WatchMyCompetitor has grown
its monthly revenue over 2x, and secured top-tier clients including Amazon,
Hyundai and Virgin Media.
Blackfinch Spring VCT Annual Report and Financial Statements
22
Investment Manager’s Review
Investment Portfolio
26 April 2024
Company sector
Stage
Asset class
Net assets 31/12/2022
Net assets 31/12/2021
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
£1.69m
£2.00m
n/a *
£0.98m
£1.11m
Revenue Multiple
8.5%
August 2021
*Revenue and profit are not
publicly available because only
abbreviated accounts are filed
at Companies House.

Tended designs intelligent personal safety wearables and monitoring systems.
These wearables combine ‘geofencing’ technology with behavioural science
to ensure on-site workers are kept out of harm’s way. The company saw
considerable success during the pandemic with a reliable social distancing
product, and it now utilises this centimetre-accuracy positioning technology to
help keep workers on construction sites and around railway tracks within safe
zones, without crossing a ‘virtual fence’ into potential danger. Its products have
a clear social benefit in improving working safety and saving lives, and Tended
has recently secured deals from major employers such as National Rail and
AmcoGiffen.
Blackfinch Spring VCT Annual Report and Financial Statements
23
Investment Manager’s Review
Investment Portfolio
26 April 2024
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
Safety Tech
Scale-up
Equity
£(0.94m)
£(0.43m)
n/a*
£1.08m
£1.08m
Price of New Investment
11.6%
September 2021
*Revenue and profit are not
publicly available because only
abbreviated accounts are filed
at Companies House.

By the end of the reporting period, cash represented approximately 13% of the
Company’s £29.5m net assets (compared to 14% of £19.3m at the end of 2022)
while investments in qualifying portfolio companies constituted approximately
87% (also 87% in 2022). 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
26 April 2024
2023 Portfolio split by valuation (excl. cash)

Blackfinch Spring VCT Annual Report and Financial Statements
25
26 April 2024
The 25 investments to date are in distinct industry sectors, illustrating the
diversification that is being built into the portfolio. It is worth noting that the
three largest sectors – Advertising Tech, 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 sector diversification
with the next investments.
2023 Portfolio split by industry
2022 Portfolio split by valuation (excl. cash)

The portfolio has a B2B (business-to-business) focus, but Kokoon and
Currensea are predominantly B2C (business-to-consumer), while some
investments target both business and consumer customers.
The Company holds minority stakes in each of its portfolio companies ranging
from 1.7 to 12%. This range is slightly narrower than last year. The portfolio
continues to be built out and diversified over more sectors so it is likely that
forthcoming investments will be of a similar size and equity holding, although
the range may increase over time.
Blackfinch Spring VCT Annual Report and Financial Statements
26
26 April 2024
2023 Portfolio split
by Customer Type
2022 Portfolio split
by Customer Type
2022 Portfolio split by industry

Blackfinch Spring VCT Annual Report and Financial Statements
27
26 April 2024
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
Teame d
Broo kly n
Oculo
Tended
Cultureshift
Recru itment Smart
Tan gle
Illuma
On ePul se
Cl ient share
Movebub ble
WMC
StaffCircle
Cy clr
Transreport
Odore
Kokoon
Currensea
RideTandem
Measure
Spo tless Wat er
Ed ozo
Qui n AI
Pl aced
Beyon dWor ds
Up Lear n
% Equity held on a fully diluted basis
% Equity held on a fully diluted basis

Investment Manager’s Review
Pipeline Overview
This ingenious company is revolutionising the deployment of electric vehicle
charging stations with state-of-the-art artificial intelligence (AI). By using a
huge number of data points, its AI models help ChargePoint operators deploy
chargers accurately and at speed, selecting the best locations to maximise
revenue. This impressive AI solution is already profitable and boasts an
exciting pipeline of operators.
Company sector
Stage
Asset class
Electric Vehicle Tech
Scale-up
Equity
Company 1
Blackfinch Spring VCT Annual Report and Financial Statements
28
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.
26 April 2024

Investment Manager’s Review
Pipeline Overview
Company sector
Stage
Asset class
Materials Tech
Scale-up
Equity
Blackfinch Spring VCT Annual Report and Financial Statements
29
This revolutionary company has developed a seaweed-based waterproof
coating for food and cosmetics packaging. This coating is recyclable,
marine safe, and compostable, and can be applied to paper or card as a fully
sustainable replacement for plastic. The company’s CEO has significant start-
up experience and has already secured development contracts with three
major brands.
Company 2
26 April 2024

Investment Manager’s Review
Pipeline Overview
Company sector
Stage
Asset class
Health Tech
Scale-up
Equity
Blackfinch Spring VCT Annual Report and Financial Statements
30
This innovative company offers an impressive platform for clients to build
and deploy digital apps in the wellness and healthcare space, without having
to write their own code. The platform offers more than 80 pre-built features,
ensuring apps can be created quickly and cost-effectively by those with
medical rather than technical knowledge. The company’s founder, who has
sold several ‘low-code’ start-ups before, has increased its revenue five-fold
in just 12 months.
Company 3
26 April 2024

Investment Manager’s Review
Pipeline Overview
Company sector
Stage
Asset class
Sales Tech
Scale-up
Equity
Blackfinch Spring VCT Annual Report and Financial Statements
31
This innovative young company lets business suppliers create 3D virtual
showrooms and deliver online demonstrations of physical products. It makes
remote sales presentations far more powerful, while saving on the cost of in-
person visits. Its energetic leadership team is driving strong growth, with sales
more than doubling each year.
Company 4
26 April 2024

Investment Manager’s Review
Pipeline Overview
Company sector
Stage
Asset class
Age Tech
Scale-up
Equity
Blackfinch Spring VCT Annual Report and Financial Statements
32
26 April 2024
This purpose-driven company has developed a web-based marketplace
where elderly people find local help so they can continue living independently
at home. It focuses on home help rather than care, covering activities such as
meal preparation, cleaning and companionship. The company has quickly
reached profitability and already serves almost 2,000 people in the south
of England.
Company 5

Investment Manager’s Review
Pipeline Overview
Company sector
Stage
Asset class
Cyber Security
Scale-up
Equity
Blackfinch Spring VCT Annual Report and Financial Statements
33
26 April 2024
This unique company has built its own AI to help software development
teams maintain strong cyber security. The system automatically identifies
potential vulnerabilities based on software code that has been changed and
selects the appropriate tools to test them. It helps ensure strong security
whilst minimising unnecessary testing. No other company is tackling cyber
security in the same way, which is driving impressive revenue growth.
Company 6

Investment Manager’s Review
Pipeline Overview
Company sector
Stage
Asset class
Market Intelligence Tech
Scale-up
Equity
Blackfinch Spring VCT Annual Report and Financial Statements
34
26 April 2024
This pioneering company is using AI to deliver customer research at scale.
Its Software-as-a-Service (SaaS) solution helps marketers to run effective
product interviews remotely instead of in person, saving large enterprises
money on slower and expensive in-person research. This elegant solution is
already profitable and working with customers ranging from small clients to
blue-chip organisations.
Company 7

Investment Manager’s Review
Pipeline Overview
Company sector
Stage
Asset class
Computer Vision
Scale-up
Equity
Blackfinch Spring VCT Annual Report and Financial Statements
35
26 April 2024
This exciting company has developed highly-sophisticated image processing
technology that can determine with high accuracy what a human eye would
and would not notice in an image. This information is invaluable in designing
effective websites and marketing images. The team has an excellent blend
of commercial and technical experience, and the wide range of industry
applications has already generated impressive traction across global brands.
Company 8

Strategic Report
Investment Policy, Strategy and Objectives
Blackfinch Spring VCT Annual Report and Financial Statements
36
Investment Policy
The Company will focus its investment in unquoted companies with some or
all of the following characteristics:
• Innovative growth-stage and technology-enabled, and which are on their
scale-up-journey,
• 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 £0.25m,
• 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 demonstrate
to Blackfinch that they are capable of growth through disrupting large growing
markets - typically a market value of at least £1bn - and be capable of achieving
significant predicted exit multiples. Highly regulated industries, for example
MedTech, are considered only in exceptional cases due to the timescales
involved in bringing products to market. On behalf of the Company, the
Investment Manager will be pursuing an active investment strategy.
A key premise of the strategy is identifying companies that have already
delivered convincingly on the milestones associated with any previous
26 April 2024

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. 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, focussed 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 assess
the company’s 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 by the Investment Manager to
give an opinion as to 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 judged to be capable of
significant exit multiples.
The Investment Manager’s existing Blackfinch Ventures EIS Portfolio service
Blackfinch Spring VCT Annual Report and Financial Statements
37
26 April 2024

creates a strong opportunity for follow-on and co-investment. If approved
by the Board and compliant with VCT Rules, follow-on 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. 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. 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 Ventures manager or director
as the NED on the board of its portfolio companies to ensure independence.
Instead, where appropriate it aims to appoint a 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 cite this approach as a key
differentiator from competitor VCT funds. The Investment Manager’s portfolio
teamwork with the Venture Partners, and also collect 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 also trade overseas.
The Qualifying Companies in which investments are made must have no
more than £15m of gross assets immediately prior to the investment (or £16m
immediately after the investment), fewer than 250 employees (or fewer than
500 employees in the case of a Knowledge Intensive Company) and generally
Blackfinch Spring VCT Annual Report and Financial Statements
38
26 April 2024

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.
Qualifying Companies must not be deemed to be in financial difficulty, and
a recent revision to how HMRC applies this test to early-stage businesses
has increased the risk of making a non-qualifying investment. Several other
conditions must be met for an investment to be classed as a VCT Qualifying
Investment.
The Company intends to invest the net proceeds from the Offer in acquiring
a portfolio of Qualifying Investments complying with VCT legislation. At least
30% of the funds raised will be invested in Qualifying Investments within 12
months of the end of the Company’s accounting period in which the relevant
Shares were allotted, and at least 80% of its net assets will, by the start of the
Company’s accounting period in which the third anniversary of the date the
relevant Shares are allotted falls and continuously thereafter, be invested in
Qualifying Investments.
Non-Qualifying Investments
Subject to the rules applicable to VCTs, funds not employed in Qualifying
Investments will 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. Such
investments are subject to market fluctuations. At the end of 2023, any funds
not employed into Qualifying Investments were held as cash.
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 are not permitted to exceed
25% of the aggregate total amount received from time to time on the
subscription of Shares in the Company without a special resolution being
passed by Shareholders.
Blackfinch Spring VCT Annual Report and Financial Statements
39
26 April 2024

Share Buyback Policy
The Shares are intended to be 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 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.
In February of this year, the Company declared an interim dividend to be
paid in April 2024 of 2.5p per ordinary share. The Directors have further
proposed a final dividend of 2.6p per share to fulfil the intended policy for
the current period.
Blackfinch Spring VCT Annual Report and Financial Statements
40
26 April 2024

Blackfinch Spring VCT Annual Report and Financial Statements
41
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 NAV
and shareholders’ funds.
d. Ongoing charges figure, as defined below.
Total Return is the NAV plus all dividends paid. With no
dividends having yet been paid it is equivalent to the NAV.
The NAV per share moved in line with portfolio investment
valuations, increasing throughout the year from 90.85p
to 101.54p by the end of the year. 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 reflects performance
of the underlying investee companies over the year.
The net increase in the year was £3.87m, all from
unrealised gains, compared to £0.44m in the previous
period. This is further discussed on pages 12 to 13.
Operational expenses in the period were 2.03% of NAV
at the end of the period, down from 3.27% in 2022, as
the NAV has grown relative to expenses. Operational
expenses are central running costs of the Company,
including Directors’ fees, annual investment advisory
fees, administration fees and audit 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 figure (OCF) 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 OCF
includes the full Investment Management Fee paid to
Blackfinch. However, the Investment Manager rebates
part of this fee back to shareholders, allowing them to
pay any ongoing advice fees and otherwise to buy more
shares in the VCT. Although a cost to the VCT, it is not a
cost to shareholders. For comparison with other products,
for which trail commissions are excluded from the OCF,
the Directors therefore also consider the OCF less the
Shareholder rebate.
Ongoing
Charges Figure
Ongoing
Charges Figure
less Shareholder
Rebate
Year to 31
December 2023 (%)
3.31
2.81
Year to 31
December 2022 (%)
5.07
4.50
26 April 2024

Blackfinch Spring VCT Annual Report and Financial Statements
42
Investment Management Agreement
An agreement, as varied from time to time, (the “Investment Management
Agreement”) dated 10 December 2020 and made between the Company and
Blackfinch Investments Limited 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. The Investment Manager receives 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 Management Agreement. The
Investment Manager 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 Operational 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.
26 April 2024
Key Contracts
The Company’s share price over the period is shown in the graph on page 71.
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 27, to
ensure that the Company will continue to qualify as a VCT.

Blackfinch Spring VCT Annual Report and Financial Statements
43
26 April 2024
Performance Incentive
As is customary in the venture capital industry, the Investment Manager
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. 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 Fees previously paid or accrued by the Company
to the Investment Manager for all previous accounting periods since
the inception of the Company, and
iii. the cumulative amount of dividends or any other distributions paid
by the Company before the relevant accounting reference date.
This includes the amount of those dividends in respect of which the
ex-dividend 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 Investment Limited agreed to provide certain administration
services and company secretarial services to the Company. In exchange for
these services, the Company has agreed to pay to the Administrator 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
Key Contracts

Blackfinch Spring VCT Annual Report and Financial Statements
44
26 April 2024
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.
Receiving Agent Agreement
Under the terms of the receiving agent agreement dated 31 August 2023,
Blackfinch Investments Limited agreed to provide receiving agent services to
the Company. In exchange for these services, the Company has agreed to pay
the Receiving Agent 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
The Investment Manager 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 (amongst other things) listing fees,
audit and taxation services, legal fees, sponsor fees, registrars’ fees, Directors’
fees and other incidental costs. The Investment Manager 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 the Investment Manager. 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 Investments Limited under which the Custodian agrees to hold
securities in certificated form on behalf of the Company as custodian for an
annual fee of £5,000 (plus VAT if applicable), 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.
Key Contracts

Blackfinch Spring VCT Annual Report and Financial Statements
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26 April 2024
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, Administrator,
Custodian and Receiving Agent. 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
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26 April 2024
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. This is by no means a total list of risks, but
the Directors deem those listed below to be the main
risks of which they are aware at this time.
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. Investors may also be
liable to capital gains tax which arise on any subsequent disposal of Shares.
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, 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, and the Board reviews the
status of the VCT tests on a quarterly basis. Philip Hare & Associates has
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
Principal and
Emerging Risks

Blackfinch Spring VCT Annual Report and Financial Statements
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26 April 2024
companies. Small companies often have limited product lines, markets or
financial resources and may be dependent for their management on a small
number of key individuals and may be more susceptible to political, exchange
rate, taxation and other regulatory changes. There may also be constraints on
the realisation of investments to maintain the VCT tax status of the Company.
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, timely 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 2022 as reported to the Board by the Investment Manager
from time to time. These guidelines set out recommendations, intended to
represent current best practice on the valuation of venture capital investments
for the industry. 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 Investment
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
Principal and
Emerging Risks

Blackfinch Spring VCT Annual Report and Financial Statements
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26 April 2024
Company’s Stock Exchange listing, reputational damage, and/or financial
penalties.
The day to day running of the Company is overseen by the Investment
Manager. The Board is updated at Board Meetings at least quarterly on
all regulatory, compliance and financial matters and takes specific legal
action when so required. The Board and the Investment Manager employ
third parties to ensure that the Company complies with all its regulatory
obligations. 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 and
remains compliant at all times.
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. 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, energy costs, general fears of a
recession or conflicts such as in Ukraine and the Middle East.
Principal and
Emerging Risks

Blackfinch Spring VCT Annual Report and Financial Statements
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26 April 2024
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. 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 7 September 2023 to raise up to £20m with an over-allotment
facility of £10m.
Blackfinch Spring VCT Annual Report and Financial Statements
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26 April 2024

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 assesses firms’ ESG credentials and views. 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 page 36 and can be found within the Blackfinch Ventures ESG
Policy at blackfinch.com/sustainability/.
Blackfinch Spring VCT Annual Report and Financial Statements
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26 April 2024

Environment Policy & Greenhouse Gas Emissions
Blackfinch Spring VCT Annual Report and Financial Statements
52
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.
26 April 2024

VCT
Regulations
Blackfinch Spring VCT Annual Report and Financial Statements
53
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 2023 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.
26 April 2024

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 2028. 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 Customs, and over the valuation of investments. The effects of 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.
Base scenarios assumed a £2-3m increase in annual fundraising each year over the period, and that no investments
would exit until 5 years after investment and then return 2.5 times the amount invested. Alternative scenarios included
a period of 12 months in which no new funds were raised, and investments making lower returns of 1.5 times the amount
invested. The Board 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. The Board is aware that the Company has not met the three diversity targets set out in Listing Rule 9.8.6(9).
However, the Board would point out that it comprises only three Directors, two of whom are independent. One of the
two independent Directors is a woman and chairs the Company’s audit committee. At this time, the Company does not
have a Director from a minority ethnic background. 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.
Blackfinch Spring VCT Annual Report and Financial Statements
54
26 April 2024

The Board has disclosed the following information in relation to its diversity based on the position at the Company’s
financial year ended 31st December 2023:
*
Peter Hewitt currently holds the position Non-Executive Chairman
** Katrina Tarizzo currently holds the position of Non-Executive Audit Chair
On behalf of the Board
Peter L R Hewitt, KOFO, JP, FCSI, FRSA
Non-executive Chairman
26 April 2024
Companies House Number - 12166417
Blackfinch Spring VCT Annual Report and Financial Statements
55
26 April 2024
Gender
Men
Women
Prefer not to say
Number of Board Members
2
1
-
Percentage of Board Members
66.6%
33.3%
0.0%
Number of Senior Roles
1*
1**
-
Ethnicity
White British
(or any other
white background)
Mixed/Multiple
Ethnic Groups
Prefer not to say
Number of Board Members
3
-
-
Percentage of Board Members
100%
0.0%
0.0%
Number of Senior Roles
2
-
-

Directors’ Report
The Statement of Corporate Governance on pages 60 to 65 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 and
Katrina Tarizzo. On the 14th August 2023, Kate Jones stepped down from being a director of The Company following
Katrina Tarizzo being appointed on the same day. 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 4,334,679 (2022: 3,178,963) shares. There were 28,914,136 (2022: 21,207,231) ordinary shares in issue at the
year end. During the year a total of 7,706,903 (2022: 8,573,388) ordinary shares in the Company were issued as a result
of offers for subscription at an average price of 92.80 pence per share raising £7,151,845.60.
Blackfinch Spring VCT Annual Report and Financial Statements
56
26 April 2024

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 and conflicts paper produced by Blackfinch
Investments Limited.
Annual General Meeting (“AGM”)
The full Notice of the Annual General Meeting is on pages 108 to 110 of these financial statements.
A resolution is proposed to elect Katrina Tarizzo 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 9, an ordinary resolution, is proposed to adopt a dividend reinvestment scheme and to authorise the
Directors to offer holders of ordinary shares of 1 pence each in the capital of the Company the right to receive shares
pursuant to the terms and conditions of the dividend reinvestment scheme.
• Resolution 10, an ordinary resolution, is proposed to ensure the Directors are granted the authority to allot shares in
the Company pursuant to the terms and conditions of the dividend reinvestment scheme until the date of the
2025 Annual General Meeting up to an aggregate nominal amount representing 10% of the issued ordinary share
capital of the Company from time to time (approximately 4m shares at the date of the notice of this AGM).
• Resolution 11, an ordinary resolution, is proposed to ensure the Directors retain the authority to allot shares in
the Company until the date of the 2025 Annual General meeting up to an aggregate nominal amount of £500,000
(representing approximately 124 per cent of the issued ordinary share capital of the Company as at 1 April 2024).
• Resolution 12, a special resolution, is proposed to empower the Directors to allot shares under the authority granted
by resolution 10 without regard to any rights of pre-emption on the part of the existing shareholders.
• Resolution 13, a special resolution, is proposed to empower the Directors to allot shares under the authority granted
by resolution 11 without regard to any rights of pre-emption on the part of the existing shareholders.
• Resolution 14, 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 2025 Annual General Meeting.
Blackfinch Spring VCT Annual Report and Financial Statements
57
26 April 2024

Auditor
A resolution to appoint BDO LLP as auditor of the Company will be proposed at the AGM.
Substantial Shareholdings
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 twelve 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 2023 the Company held cash balances with a value of £3,734,174 (2022: £2,684,677).
Cash flow projections show the Company has sufficient funds to meet all its expected expenditure for the foreseeable
future for a period of twelve calendar months after the date of the financial statements. The largest expenditure lines are
linked to the NAV of the company and would therefore reduce proportionally. Stress tests indicate that the company has
sufficient cash to meet its expenditure obligations even if there were no additional inflows over the next twelve months.
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 72 to 85 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 36
to 40. Social, environmental and carbon reporting disclosures are included in the Strategic Report.
Blackfinch Spring VCT Annual Report and Financial Statements
58
26 April 2024
Name of shareholder
Transact Nominees Limited
No of ordinary shares held (‘000)
1,595
% of shares in issue
5.51
31 December 2023
No of ordinary shares held (‘000)
1,090
% of shares in issue
5.14
31 December 2022

Events after Reporting Date and Future Development
S
ignificant events which have occurred after the year end are detailed in note 20 on page 105. 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, KOFO, JP, FCSI, FRSA
Non-executive Chairman
26 April 2024
Companies House Number - 12166417
Blackfinch Spring VCT Annual Report and Financial Statements
59
26 April 2024

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, (iv) papers to accompany the appointment
of the newest director were not created as the size of the
current Board allows all existing directors to be actively
involved in the recruitment process, (v) neither open
advertising nor an external consultancy have been used to
recruit directors to the Board due to the internal recruitment
team the Investment Manager has access to which allows
the costs of the exercise to be kept to a minimum, (vi) the
Board does not currently comply with the Code’s diversity
targets due to the size of the Board, and (vii) 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. As mentioned earlier within
the report, to fall in line with the Articles, the independent
Directors are to stand for re-election every second year with
only one Director standard in any given year.
The Board considers that these provisions of the Code 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.
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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. 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. 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 Limited 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
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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,
Kate Jones and Katrina Tarizzo have demonstrated that they are independent in character and judgment and there are no
relationships or circumstances which could affect their objectivity.
Board Performance
The Directors, in consultation with the Company Secretary, carried out an informal evaluation of the performance of the
Board, the audit committee and individual Directors. The review concluded that all were performing effectively.
The Board also 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 2023.
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. These functions are carried out by current members of the Board. Appointments
of new Directors and Directors’ remuneration are dealt with by the full Board.
Blackfinch Spring VCT Annual Report and Financial Statements
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26 April 2024
Director
Peter Hewitt
Kate Jones
Katrina Tarizzo
Reuben Wilcock*
Held
5
5
5
5
Attended
5
2**
3**
5
Held
4
4
4
4
Attended
4
2**
2**
4
Board Meetings Audit Committee Meetings
*Reuben Wilcock is not a member of the audit committee but attends the audit committee meetings.
** Neither Kate Jones nor Katrina Tarizzo were able to attend every meeting due to their resignation and appointment being in August 2023.

Report of the Audit Committee
The audit committee comprises the two independent non-executive Directors, Kate Jones (Audit Chair) and
subsequently Katrina Tarizzo (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 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:
blackfinch.investments/vct/.
During the period ended 31 December 2023 the audit committee met 4 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; and
• reviewed the valuation of unquoted investments.
The Directors carried out a robust assessment of the principal and emerging 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
• safeguarding of cash.
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.
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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 53.
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 four years; in accordance with ethical standards the engagement partner
is rotated after at most five years, and the current partner has served for four 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.
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T
he Board has delegated contractually to third parties, as set out on pages 43 to 45, 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. The Board
also receives annual reports from its principal third party service providers on their systems and controls. The Board
concluded that it was satisfied with the effectiveness of the controls carried out by their service providers.
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 (noted below).
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 the Investment Manager’s
website (blackfinch.investments/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 the Investment Manager’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, KOFO, JP, FCSI, FRSA
Non-executive Chairman
26 April 2024
Companies House Number - 12166417
Blackfinch Spring VCT Annual Report and Financial Statements
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26 April 2024

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.
Blackfinch Spring VCT Annual Report and Financial Statements
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26 April 2024

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.
O
n behalf of the Board
Peter LR Hewitt, KOFO, JP, FCSI, FRSA
Non-executive Chairman
26 April 2024
Companies House Number - 12166417
67
26 April 2024
Blackfinch Spring VCT Annual Report and Financial Statements

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 6 June 2024.
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 72 to 85.
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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26 April 2024

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), 18 September 2020 (in the case of
Reuben Wilcock) and 14 August 2023 (in the case of Katrina Tarizzo) 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. Kate
Jones stepped down as a director of the Company on 14 August 2023. Peter Hewitt is entitled to receive an annual fee
of £20,000 (plus VAT if applicable), Kate Jones was entitled to and Katrina Tarizzo 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 Investments Limited
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 for the Directors 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 2023 are shown in the table below.
* The aggregated amount of NI contribution paid on directors’ remuneration totalled to £1,209 (2022: £1,736).
Contributions paid on remuneration of Peter Hewitt, Kate Jones and Katrina Tarizzo were £636, £573 and £Nil
respectively (2022: £994, £742, £Nil).
** Kate Jones resigned from the Board on 14 August 2023, and Katrina Tarizzo has been appointed as a director on
14 August 2023.
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26 April 2024
Director
Peter Hewitt
Kate Jones**
Katrina Tarizzo**
Reuben Wilcock
Total annual
fixed fee (£)
20,000
18,000
18,000
12,000
68,000
Total fixed fee for period
ended 31 December 2023* (£)
20,000
11,146
6,923
12,000
50,069
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

Annual percentage change in Directors’ remuneration
The following table sets out the annual percentage change in Director’s fees, excluding taxable expenses.
Relative importance of spend on pay
The table below shows the remuneration paid to Directors and shareholder distributions in the year ended 31
December 2023:
Directors’ shareholdings (Audited)
The Directors who held office at 31 December 2023 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.
Blackfinch Spring VCT Annual Report and Financial Statements
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26 April 2024
Total dividend paid to shareholders
Total repurchase of own shares
Total directors’ fees
2023 (£)
n/a
n/a
50,069
Peter Hewitt
Katina Tarizzo
Reuben Wilcock
Shares held
5,087
-
3,314
% of issued
share capital
0.018
-
0.012
31 December 2023
2022 (£)
n/a
n/a
50,000
Shares held
5,063
-
3,298
% of issued
share capital
0.024
-
0.015
31 December 2022
Director’s name
Peter Hewitt
Kate Jones
Katrina Tarizzo
Reuben Wilcock
% change for the year
ended 31 December 2023
-
(38.01)
100.00
-
% change for the year
ended 31 December 2022
0.80
-
-
-
% change for the period
ended 31 December 2021
44.74
31.31
-
179.07

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
VCT. 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, KOFO, JP, FCSI, FRSA
Non-executive Chairman
26 April 2024
Companies House Number - 12166417
Blackfinch Spring VCT Annual Report and Financial Statements
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26 April 2024

Blackfinch Spring VCT Annual Report and Financial Statements
72
26 April 2024
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 2023 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 2023 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 engagements including retenders and reappointments is 4
years, covering the years ending 31 December 2020 to 31 December 2023.
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26 April 2024

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; and
• 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.
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 of unquoted investments 2023, 2022
Company financial statements as a whole
£587,000 (2022: £385,000) based on 2%
(2022: 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 unquoted investments in our sample we:
Challenged whether the valuation methodology was the most
appropriate in the circumstances under the International
Private Equity and Venture Capital Valuation (“IPEV”)
Guidelines and the applicable accounting standards. We
have recalculated the value attributable to the Company,
having regard to the application of enterprise value across the
capital structures of the investee companies.
For investments sampled that were valued using less
subjective valuation techniques (price of recent investment
reviewed for changes in fair value) we:
• Verified the 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
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 unquoted 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 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.
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26 April 2024

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) we:
• Challenged and corroborated the inputs to the valuation
with reference to management information of investee
companies, market data and our own understanding
and assessed the impact of the estimation uncertainty
concerning these assumptions and the disclosure of
these uncertainties in the financial statements;
• Reviewed the historical financial statements and any
recent management information available to support
assumptions about maintainable revenues, earnings or
cash flows used in the valuations;
• Considered the revenue multiples applied and the
discounts applied by reference to observable listed
company market data; and
• Challenged the consistency and appropriateness of
adjustments made to such market data in establishing
the revenue, cash flow or earnings multiple applied in
arriving at the valuations adopted by considering the
individual performance of investee companies against
plan and relative to the peer group, the market and sector
in which the investee company operates and
other factors as appropriate.
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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26 April 2024

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
2023 £’000
587
440
Company Financial statements
2023 £’000
385
289
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 net assets
75% of Materiality (2022: 75% of Materiality)
The level of performance materiality applied was set after having considered
several factors including the expected total value of known and likely
misstatements and the level of transactions in the year.
2% of Net assets (2022: 2% of Net assets)
Blackfinch Spring VCT Annual Report and Financial Statements
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26 April 2024

Reporting threshold
We agreed with the Audit Committee that we would report to them all individual
audit differences in excess of £29,000 (2022: £19,000). We also agreed to
report differences below this thresholds 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 Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that
each of the following elements of the Corporate Governance Statement is
materially consistent with the financial statements, or our knowledge
obtained during the audit.
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26 April 2024

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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26 April 2024

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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26 April 2024

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:
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26 April 2024

Non-compliance with laws and regulations
Based on:
• Our understanding of the Company and the industry in which it operates;
• Discussion with the Investment Manager and those charged with
governance;
• Obtaining and understanding of the Company’s policies and procedures
regarding compliance with laws and regulations; and
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
July 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 the Investment Manager, and those charged with governance
relating to the existence of any non-compliance with laws and regulations;
• Obtaining the VCT compliance reports prepared by management’s expert
during the year and as at year end and reviewing their calculations to check
that the Company was meeting its requirements to retain VCT status; and
• Reviewing minutes of 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.
Blackfinch Spring VCT Annual Report and Financial Statements
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26 April 2024

Our risk assessment procedures included:
• Enquiry with the Investment Manager and those charged with governance
regarding any known or suspected instances of fraud;
• Review of minutes of meeting of those charged with governance for any
known or suspected instances of fraud; and
• Discussion amongst the engagement team as to how and where fraud
might occur in the financial statements.
Based on our risk assessment, we considered the areas most susceptible to
be valuation of unquoted investments and management override of controls.
Our procedures in respect of the above included
• In addressing the risk of valuation of unlisted investments, the procedures
set out in the key audit matter section in our report were performed;
• In addressing the risk of management override of controls, we:
• Considered the opportunity and incentive to manipulate accounting
entries and target tested relevant adjustments made in the period
end financial reporting process;
• Reviewed for significant transactions outside the normal course
of business;
• Reviewed the significant judgements made in the unlisted investment
valuations and considering whether the valuation methodology is
the most appropriate;
• Considered any indicators of bias in our audit as a whole; and
• Performed a review of unadjusted audit differences, if any,
for indications of bias or deliberate misstatement.
We also communicated relevant identified laws and regulations and potential
fraud risks to all engagement team members, who were deemed to have the
appropriate competence and capabilities and remained alert to any indications
of fraud or non-compliance with laws and regulations throughout the audit.
Blackfinch Spring VCT Annual Report and Financial Statements
84
26 April 2024

Our audit procedures were designed to respond to risks of material
misstatement in the financial statements, recognising that the risk of not
detecting a material misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery, misrepresentations or through collusion.
There are inherent limitations in the audit procedures performed and the
further removed non-compliance with laws and regulations is from the events
and transactions reflected in the financial statements, the less likely we are to
become aware of it.
A further description of our responsibilities is available on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
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
26 April 2024
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
Blackfinch Spring VCT Annual Report and Financial Statements
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26 April 2024

Income Statement
for the year ended 31 December 2023
Blackfinch Spring VCT Annual Report and Financial Statements
86
Return on investments
Investment Manager’s fee
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
-
(164)
(194)
(358)
-
(358)
(1.37)
Capital
£’000
3,871
(491)
(18)
3,362
-
3,362
12.89
Total
£’000
3,871
(655)
(212)
3,004
-
3,004
11.52
26 April 2024
Financial Statements

for the year ended 31 December 2022
Blackfinch Spring VCT Annual Report and Financial Statements
87
Return on investments
Investment Manager’s fee
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
-
(107)
(337)
(444)
-
(444)
(2.48)
Capital
£’000 Restated
438
(320)
-
118
-
118
0.66
Total
£’000
438
(427)
(337)
(326)
-
(326)
(1.82)
26 April 2024
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 92 to 106 are an integral part of the financial statements.

Statement of Changes in Equity
for the year ended 31 December 2023
Blackfinch Spring VCT Annual Report and Financial Statements
88
Opening balance as
at 1 January 2023
Total comprehensive
income for the period
Contributions by and
distributions to owners:
Shares issued
Share issue expenses
Share premium
cancellation
Closing balance as at
31 December 2023
Called up share
capital £’000
212
-
-
77
-
-
289
Share premium
£’000
19,556
-
-
7,075
(64)
(25,279)
1,288
Non-distributable reserves Distributable reserves
26 April 2024
Total
Capital reserve
£’000
1,610
-
3,871
-
-
-
5,481
Capital reserve
£’000
(1,103)
-
(509)
-
-
25,279
23,667
Revenue reserve
£’000
(1,008)
-
(358)
-
-
-
(1,366)
Total reserves
£’000
19,267
-
3,004
7,152
(64)
-
29,359

Statement of Changes in Equity
for the year ended 31 December 2022
Blackfinch Spring VCT Annual Report and Financial Statements
89
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
Non-distributable reserves Distributable reserves
26 April 2024
Total
Share premiem
£’000
11,809
-
7,818
(71)
19,556
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
The notes on pages 92 to 106 are an integral part of the financial statements.

Balance Sheet
as at 31 December 2023
Blackfinch Spring VCT Annual Report and Financial Statements
90
Fixed assets
Investments
Current assets
Debtors
Cash at bank and in hand
Current liabilities
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 2023
£’000
25,758
210
3,734
3,944
(343)
3,601
29,359
289
1,288
29,148
(1,366)
29,359
101.54
The Financial Statements were approved by the Directors and authorised for issue on 26 April 2024and signed on their
behalf by:
Peter LR Hewitt, KOFOS, JP, FCSI, FRSA
Non-executive Chairman
26 April 2024
Companies House Number - 12166417
The notes on pages 92 to 106 are an integral part of the financial statements.
26 April 2024
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

Statement of Cash Flow
for the year ended 31 December 2023
Blackfinch Spring VCT Annual Report and Financial Statements
91
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:
Profit/(loss) before taxation for the period
Net gain on investments
(Increase)/decrease in debtors
Increase in creditors and accruals
Net cash outflow from operating activities
Year ended 31 Dec 2023
£’000
(677)
(45)
(214)
(936)
(5,103)
(5,103)
(6,039)
7,152
(64)
7,088
1,049
2,685
3,734
3,004
(3,871)
(208)
139
(936)
The notes on pages 92 to 106 are an integral part of the financial statements.
26 April 2024
Notes
7
8
8
11
11
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)

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
twelve 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 2023 the Company held cash balances with a value of £3,734,174 (2022: £2,684,677). Cash
flow projections show the Company has sufficient funds to meet all its expected expenditure for a period of twelve calendar
months after the date of the financial statement. 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 overall. 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.
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26 April 2024

Blackfinch Spring VCT Annual Report and Financial Statements
93
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.
26 April 2024

Blackfinch Spring VCT Annual Report and Financial Statements
94
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:
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. 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.
d. 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
- credits arising from the cancellation of any share premium account.
Revenue reserve
The revenue reserve represents accumulated profits and losses, and any surplus profit is distributable by way
of dividends.
26 April 2024

Blackfinch Spring VCT Annual Report and Financial Statements
95
e. 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. 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.
26 April 2024
Capital £’000
320
Total £’000
427
Blackfinch Investments
Limited
Revenue £’000
164
Capital £’000
491
Total £’000
655
Revenue £’000
107
Year ended 31 December 2023 Year ended 31 December 2022
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 36 to 55.

Blackfinch Spring VCT Annual Report and Financial Statements
96
Directors’ remuneration fees
Administration fees
Registrars and receiving agent fee
Auditors remuneration – audit of Statutory Financial Statements
Other professional fees
Other costs
Irrecoverable VAT
VAT recoverable from Blackfinch Investments Limited – prior years
26 April 2024
Year ended
31 December 2023
Revenue
£’000
53
79
23
58
58
1
130
(208)
194
Capital
£’000
-
-
-
-
18
-
-
-
18
8. Other expenses
Year ended
31 December 2022
Revenue
£’000
49
60
23
50
42
1
112
-
337
Capital
£’000
-
-
-
-
-
-
-
-
-
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 68 to 71.
9. Taxation
Current year charge:
Revenue charge
Credited to capital return
Current tax charge (Note 9b))
Prior year charge:
Revenue charge
Credited to capital return
Total current and prior year tax charge (Note 9b)
2022
£’000
-
-
-
-
-
-
2023
£’000
-
-
-
-
-
-
a) Analysis of tax charge
Please note, the below layout has been updated since previous reports. This is to meet the requirements under FRS 102
which is to include a reconciliation between the tax expense (income) included in profit or loss; and the profit or loss on
ordinary activities before tax multiplied by the applicable tax rate.

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 £607,096 (2022:
£390,297) based on losses carried forward of £2,428,384 (2022: £1,561,187). This is calculated using a corporation
tax rate of 25% (2022: 25%) which is the rate at which it is deemed that any losses would be utilised.
Blackfinch Spring VCT Annual Report and Financial Statements
97
26 April 2024
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 2023.
*Please see note 21 on page 106 for details.
Revenue
Capital
Total
Earnings per
share pence
(1.37)
12.89
11.52
Net (loss) /
profit £’000
(358)
3,362
3,004
Weighted
average
shares ’000
26,091
26,091
26,091
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
2023 2022
10. Return per share
Profit/(loss) on ordinary activities before taxation
Effect of:
Profit/(loss) before taxation multiplied by average rate
of corporation tax in UK of 23.52% (2022 19%)
Effect of non-taxable (gains)
Effect of timing difference loss not recognised
carried forward
Tax charge for the year (Note 9a)
2022
£’000
(326)
(62)
(83)
145
-
2023
£’000
3,004
707
(911)
204
-
b) Factors affecting tax charge for the year

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.
Blackfinch Spring VCT Annual Report and Financial Statements
98
26 April 2024
Opening valuation:
Cost as at 31 December 2022
Unrealised gains at 31 December 2022
Realised losses at 31 December 2022
Valuation at 31 December 2022
Movements in the year:
Purchased at cost
Disposal proceeds
Unrealised gains/(losses)
Total movements in period
Closing valuation:
Cost at 31 December 2023
Unrealised gains at 31 December 2023
Realised losses at 31 December 2023
Valuation at 31 December 2023
£’000
15,724
1,610
(550)
16,784
5,103
-
3,871
8,974
20,827
5,481
(550)
25,758
11. Investments
Movements in investments during the period are summarised as follow:
Notes
16
16

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.
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 2023.
Most companies were valued using a multiple of revenue, while those that had recently received investment, or are in
the process of concluding investment at an agreed price, were valued at the price of that investment. The overall value of
investments according to these different methods is shown in the table below.
Valuation methodology
Revenue multiple
Held at price of recent investment
Total value of investments £‘000
20,164
5,594
Blackfinch Spring VCT Annual Report and Financial Statements
99
26 April 2024
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
1,973
(1,502)
977
(821)
Increase in NAV
per share
6.82p
(5.19p)
3.38p
(2.84p)
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.
When setting a valuation by the price of a new investment, other valuation methodologies are also considered in the
context of the company’s circumstances, and the investment price may be adjusted or even disregarded. 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:

Revenue Multiple
Premium (discount)
Range
Weighted average
Range
Weighted average
4.7 – 15.1
7.1
(10%) – 175%
35%
4.3 – 10.2
7.1
(15%) – 100%
34%
31 December 2023 31 December 2022
The aggregate effect of these impacts could be to increase the value of the Company’s unquoted investments by £2.95m
(14.5%) or decrease it by £2.32m (11.5%). 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. The range of
premiums is very wide, reflecting the early stage nature of many of the companies, which can have higher growth rates or
other indicators of greater future potential relative to their revenues than much more established public companies.
Blackfinch Spring VCT Annual Report and Financial Statements
100
26 April 2024

Blackfinch Spring VCT Annual Report and Financial Statements
101
26 April 2024
Investment
Brooklyn Supply Chain Solutions Ltd
Client Share Ltd
Collectivetech Ltd
Cultureshift Communications Ltd
Currensea Ltd
Cyclr Systems Ltd
Edozo Ltd
Illuma Technology Ltd
Kokoon Technology Ltd
LSTN Inc.
Measure Protocol Ltd
Oculo Technologies Ltd
Odore Ltd
Placed Recruitment Ltd
Quin AI Ltd
Recruitment Smart Technologies Ltd
Spotless Water Ltd
StaffCircle Ltd
Startpulsing Ltd
Tangle Software Inc.
Teamed Ltd
Tended Ltd
Transreport Ltd
Up Learn Ltd
Watchmycompetitor.com Ltd
Total Equity held by Blackfinch EIS Portfolios (%)
22.6
19.1
6.8
9.6
2.3
16.8
19.8
7.0
14.1
5.7
8.5
2.4
3.1
8.6
4.1
2.9
8.5
37.7
21.8
11.8
2.6
35.8
10.6
2.8
6.1
Equity held by the Company (%)
12.2
10.1
4.5
10.3
5.7
8.7
4.3
10.5
5.3
2.8
4.4
12.7
5.8
3.7
4.1
10.4
3.8
8.4
11.9
11.3
13.7
11.6
6.8
1.9
8.5
12. Significant interest
Details of holdings may be found in the Investment Manager’s Review and Investment Portfolio on pages 8 to 12.

13. Debtors
14. Creditors
15. Called up share capital
During the year, the Company issued 7,706,903 Ordinary Shares for a consideration of £7,151,845.60.
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 distributable reserve.
Capital reserves includes all costs which are considered capital in nature, and amount transferred from share premium
account. As at 31 December 2023 there were total realised losses of £550,000 (2022: £550,000), and unrealised gains
of £5,481,218 (2022: £1,610,039).
Revenue reserve includes all retained profits and losses. The balance on the account is distributable.
Blackfinch Spring VCT Annual Report and Financial Statements
102
26 April 2024
Amounts falling due within one year:
Prepayments
Other debtors
Total
2022
£’000
2
-
2
2023
£’000
2
208
210
Amounts falling due within one year:
Trade creditors
Accruals
Total
2022
£’000
10
194
204
2023
£’000
43
300
343
Ordinary shares (1p shares)
Allotted, issued, and fully paid during the period:
Ordinary shares
Total
2023
Number ‘000
28,914
-
28,914
2023
£‘000
289
-
289
2022
Number ‘000
21,207
21,207
2022
£‘000
212
212

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 2023:
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
switch to an earnings multiple when an investment has achieved the scale required for consistent profitability.
Blackfinch Spring VCT Annual Report and Financial Statements
103
26 April 2024
Ordinary share
NAV per
share pence
101.54
Net assets
£’000
29,359
2023 Ordinary
shares ’000
28,914
NAV per
share pence
90.85
Net assets
£’000
19,267
2022 Ordinary
shares ’000
21,207
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
20,848
3,734
208
(43)
(300)
24,447
Fair value
£’000
25,758
3,734
208
(43)
(300)
29,357
Cost
£’000
15,724
2,685
-
(10)
(194)
18,205
Fair value
£’000
16,784
2,685
-
(10)
(194)
19,265
2023 2022

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
12 and in the Investment Manager’s Review on pages 8 to 13.
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 2023, 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. Interest is not earned on bank deposits at the present
time. Other financial assets and other liabilities also attract no interest at the present time. 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
£7.73m and 26.73p respectively. Such a drop is considered to be an appropriate illustration given historical volatility and
market expectations of future performance.
Blackfinch Spring VCT Annual Report and Financial Statements
104
26 April 2024

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 2023 the Company has completed the following additional investment transactions:
• investment of £200,000 in Beings Beam Ltd;
• investment of £300,000 in Cogniss Holdings Ltd;
• investment of £620,000 in CollectiveTech Limited;
• investment of £360,000 in Cultureshift Communication Ltd;
• investment of £500,000 in Kelp Industries Ltd;
• investment of £700,000 in LSTN Inc.;
• investment of £450,000 in Oculo Technologies Ltd;
• investment of £300,000 in Polished Rock Ltd;
• investment of £100,000 in Quin AI Limited;
• investment of £620,000 in Recruitment Smart Technologies Ltd;
• investment of £282,044 in Teamed Ltd;
• Investment of £300,000 in Tended Ltd;
• investment of £775,000 in Up Learn Limited;
• investment of £450,000 in Watchmycompetitor.com Ltd; and
• investment of £400,000 in What Matters Now Limited.
Blackfinch Spring VCT Annual Report and Financial Statements
105
26 April 2024

21. Contingencies, Guarantees and Financial Commitments
Under the terms of the Investment Management 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 2.03% of the total Net Asset Value as at 31 December 2023 (2022:
3.27%).
There were no other contingencies or guarantees as at 31 December 2023 (2022: none).
22. 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 0.3% of NAV per annum and
receiving agent fee of £13,000 per annum, paid quarterly. Details of the agreements with the Investment Manager are
set out on pages 42 to 45.
Blackfinch Investments Limited also acts as a promoter for the VCT offers. In the year 2023 the Company was charged
total amount of £63,819 for those services (2022: £70,964).
The remuneration and shareholdings of the Directors, who are key management personnel of the Company, is disclosed
in the Directors’ Remuneration Report on pages 68 to 71.
23. Geographical Analysis
The operation of the Company is wholly in the United Kingdom.
Blackfinch Spring VCT Annual Report and Financial Statements
106
26 April 2024

Blackfinch Spring VCT Annual Report and Financial Statements
107
26 April 2024
Directors and Advisers
Directors (all non-executive)
Peter Lionel Raleigh Hewitt (Chairman)
Katie Jones (resigned 14
th
August 2023)
Katrina Tarizzo (appointed 14
th
August 2023)
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
01484 240 910
Investment Manager, Promoter
and Administrator
Blackfinch Investments Limited
1350-1360 Montpellier Court
Gloucester Business Park, Brockworth,
Gloucester, Gloucestershire, GL3 4AH
01452 717 070
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 (“AGM”) of Blackfinch Spring VCT plc (“the Company”)
will be held at Howard Kennedy’s offices, 1 London Bridge, London SE1 9BG on 6 June 2024 at 11.00am for the purposes
of considering and, if thought fit, passing the following resolutions, resolutions 1 to 11 as ordinary resolutions and
resolutions 12 and 14 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 2023 together with the Independent Auditor’s Report thereon.
2. To approve the Directors’ Remuneration Policy.
3. To approve the Directors’ Remuneration Report for the year ended 31 December 2023.
4. 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 2025 at which financial statements are laid before the Company.
5. To authorise the Company’s directors (“Directors”) to fix the remuneration of the auditor
6. To approve a final dividend of 2.6 pence per ordinary share in respect of the year ended 31 December 2023
with a payment date of 13 December 2024 and a record date of 22 November 2024.
7. To elect Katrina Tarizzo as a director of the Company.
8. To re-elect Reuben Wilcock as a director of the Company in accordance with the Listing Rules.
9. That, pursuant to article 34 of the Company’s articles of association (“Articles”), the Company adopt a
dividend reinvestment scheme on the terms and conditions available from the Company’s website
(https://blackfinch.investments/vct/) and that the Directors be authorised to offer holders of ordinary shares of
1 pence each in the capital of the Company (“Share” or “Shares”) the right to receive Shares, credited as fully paid,
instead of cash in respect of the whole (or some part as may be determined by the Directors from time to time) of
any dividend declared in the period commencing of the date of this Resolution 9 and ending at the conclusion of
the Company’s next annual general meeting following the date of the passing of this resolution pursuant to the
Company’s dividend reinvestment scheme.
Blackfinch Spring VCT Annual Report and Financial Statements
108
26 April 2024

10. That, subject to the passing of Resolution 9 and in accordance with article 34 of the Articles and in addition to
existing authorities, the Directors of the Company be and are hereby generally and unconditionally authorised in
accordance with section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the Company to
allot and issue the following Shares pursuant to the terms and conditions of the dividend reinvestment scheme
adopted by the Company and in connection with any dividend declared or paid in the period commencing on the
date of this Resolution 10 and ending at the conclusion of the Company’s next annual general meeting (unless
previously renewed, varied or revoked by the Company in general meeting):
• Shares up to an aggregate nominal amount representing 10% of the issued share capital from time to time
(approximately 4m Shares at the date of this notice).
11. That, the Directors be and hereby are generally and unconditionally authorised in accordance with Section 551 of the
Act to exercise all of the powers of the Company to allot Shares or to grant rights to subscribe for or to convert any
security into Shares up to an aggregate nominal value of £500,000, representing approximately 124% of the issued
share capital of the Company as at 1 April 2024, being the latest practical date prior to publication of this document,
provided that the authority conferred by this Resolution 11 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 11, whichever is the
later (unless previously renewed, varied or revoked by the Company in general meeting).
Special Resolutions
12. That, in accordance with section 570(1) of the Act, the Directors be and are hereby given power to allot or make
offers or agreements to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the
authorities conferred by resolution 10 above as if section 561 of the Act did not apply to any such allotment,
and so that:
a. Reference to the allotment in this resolution shall be construed with section 560 of the Act; and
b. The power conferred by this resolution shall expire at the conclusion of the Company’s next annual general
meeting following the passing of Resolution 10 (unless previously renewed, varied or revoked by the Company
in general meeting) save that the Company may prior to such expiry make offers or agreements which would
or might require equity securities to be allotted after the expiry of the said power and the Directors may allot
equity securities of such offers or agreements notwithstanding the expiry of such power.
13. That, the Directors be and hereby are empowered pursuant to Section 570(1) of the Act 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
the Act) for cash pursuant to the authority given in accordance with Section 551 of the Act by Resolution 11 above
as if Section 561(1) of the Act did not apply to such allotments, provided that the power provided by this Resolution
13 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 13, whichever is the later (unless previously renewed, varied or revoked by
the Company in general meeting), save that the Company may, prior to such expiry, make offers or agreements
which would or might require equity securities to be allotted after the expiry of the said power and the Directors may
allot equity securities of such offers or agreements notwithstanding the expiry of such power.
14. That, the Company be and is hereby authorised to make one or more market purchases (within the meaning of
section 693(4) of the Act) of Shares provided that:
Blackfinch Spring VCT Annual Report and Financial Statements
109
26 April 2024

14.1 the maximum aggregate number of Shares authorised to be purchased is an amount equal to 14.99% of the issued
Shares as at the time of this notice (approximately 6m shares);
14.2 the minimum price which may be paid for a Share is their nominal value;
14.3 the maximum price which may be paid for a 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 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
14.4 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 14 or on the expiry of fifteen months from the passing of
this Resolution 14, whichever is the later, save that the Company may, prior to such expiry, enter into a contract to
purchase Shares which will or may be completed or executed wholly or partly after such expiry.
Blackfinch Spring VCT Annual Report and Financial Statements
110
26 April 2024

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.