Blackfinch Spring VCT plc
Annual Report and Financial Statements
for the year ended 31 December 2024
Companies House Number 12166417

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
04
05
07
09
13
35
60
64
72
Contents
25 April 2025
74
79
94
96
98
99
101
119
120

Blackfinch Spring VCT Annual Report and Financial Statements
3
25 April 2025
Highlights
Offer for Subscription
In the year ended 31 December 2024, the Blackfinch Spring VCT plc’s
(“the Company”) offers for subscription raised £17,966,878 (2023:
£7,151,846), with the issue of 17,418,561 (2023: 7,706,903) shares.
Investments
The Company made 22 qualifying investments into 21 companies during
the period, at a cost of £9.4m. There were no realised returns in the year,
but there was an unrealised gain of £4.6m on investments, which brought
the overall value of qualifying investments to £39.7m. In the final quarter
of the year, the company invested a total of £5m into two Money Market
Funds (MMFs) (equating to £2.5m per fund) although no material return
had been made on these monies within the year.
Net Asset Value (“NAV”) Movement
The NAV per share increased by 2.0% from 101.54p to 103.62p, driven by
the uplift in the value of investments.
Dividends
Two dividends were distributed in 2024: an interim 2.5p paid on 26
April, and a final dividend of 2.6p paid on 13 December. Together they
represented 5.0% of the NAV per share at the end of 2023. As the Company
has not generated income or realised gains, these dividends were
facilitated by the cancellation of the Share Premium in 2023.
An interim dividend of 2.5p per share was announced on 20 January 2025,
which is to be paid on 9 May 2025.
Total Return
The combination of the increase in NAV and dividends paid represented
additional value of 7.18p per share over the period. This increase is a total
return of 7.07% in the year.

Blackfinch Spring VCT Annual Report and Financial Statements
4
25 April 2025
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 31/12/2024
48,008
46,333
103.62p
96.50p
Year ended 31/12/2023
29,359
28,914
101.54p
92.00p
Investment
Objective
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.
This is shown in further detail in the Key Performance Indicators and
Alternative Performance Measures section found on pages 42 to 44.

Blackfinch Spring VCT Annual Report and Financial Statements
5
Chairman’s
Statement
I am delighted to be writing to Shareholders to present
the 5th Annual Report and Financial Statements for
Blackfinch Spring VCT plc (the ‘Company’) for the
year ended 31 December 2024.
First dividends
I am also delighted that your Company was able to pay
its first dividends during the year. They amounted to
5.1p, equivalent to 5% of Net Asset Value per share at
the end of 2023, realising our strategic objective to
start paying regular dividends from 2024. I am also
pleased that many of you registered for our Dividend
Reinvestment Scheme, choosing to reinvest your
dividends back into the Company.
We have subsequently announced an interim dividend
of 2.5p in respect of the end of the financial year covered
by this report. It will be paid on 9 May 2025.
Accelerated fundraising
A total of 17.4 million shares were allotted in the year,
raising just under £18.0m. These figures include the
first allotments of the Company’s latest offer, which
opened on 9 September 2024. With a small amount
invested under our dividend reinvestment scheme,
our new share offers raised £17.6m, which was more
than double the £7.2m of the previous period. It is
very encouraging to see this increased confidence
in the Company’s ability to deliver returns through
investments in technology enabled businesses.
Investment gains
The UK economic environment has remained
weak in the face of both domestic and geopolitical
uncertainties. Nonetheless, our portfolio of qualifying
investments has performed well, with over 90% of the
value of the portfolio delivering an increase in revenues
during the year. The greatest challenge has been faced
by Kokoon, a discretionary consumer-facing business,
which has struggled with sales for some time. However,
it has again displayed impressive resilience throughout
the year but remains very short of cash.
Other portfolio companies have been able to deliver
robust growth despite the economic climate, or they
have been able to adapt more successfully. Their
progress is discussed in the Investment Manager’s
Review on page 9. Overall, half of the companies
delivered increased valuations, and even after payment
of dividends, the result has been a 2.08p uplift in the
NAV per share to 103.62p.
Promising new investments
Investment activity has continued briskly, with £9.4m
deployed in the year across a total of 22 investments.
The portfolio was expanded with seven new innovative
companies, offering technology-enabled solutions to a
wide range of modern challenges from support for the
elderly to ship propulsion. Overall, your Company now
has an interest in 32 cutting-edge businesses.
25 April 2025

Blackfinch Spring VCT Annual Report and Financial Statements
6
Collectively they demonstrate healthy diversification
across many sectors and being in the early stages
of growth, offer good potential for sustaining long-
term returns.
In the final quarter of the year, the Company also
deployed its first funds into liquid investments that are
permitted within the VCT rules. The money market
investments selected by the Investment Manager have
already started to generate a return on funds that would
otherwise have been held in cash, and cash equivalents,
pending long-term deployment or to cover future
costs. They carry relatively low risk and are expected to
contribute more income in future years.
Outlook
As we head into 2025, the Investment Manager reports
a strong pipeline of further investment opportunities.
They include new high-growth businesses, alongside
existing portfolio companies that have proven
themselves to date and are looking to fuel their growth
trajectory. Examples of potential new companies are
given on pages 29 to 34.
Although geopolitical uncertainties remain, not least
with the potential for increasing international trade
barriers, the portfolio has already demonstrated its
resilience and adaptability, with strong potential to
continue delivering growth. Alongside healthy inflows
helping further scale your Company, the prospects for
the next year and beyond are very positive.
Sadly, during the year, we bade farewell to Reuben
Wilcock who returned to his full-time role within
Blackfinch Investments Limited (“Blackfinch”). Reuben
was instrumental in establishing your Company and his
wisdom and experience will be missed on the Board.
We are though, delighted to welcome Dr Nic Pillow from
Blackfinch as a director (his biography can be found on
page 8). We greatly look forward to working with Nic
over the forthcoming years.
Finally, I would like to thank the Investment Manager
and my co-directors for their efforts during the year,
which have delivered the increase in shareholder value
and the returns being made.
Peter L R Hewitt, KOFO, JP, FCSI, FRSA
Non-executive Chairman
25 April 2025
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
25 April 2025

Blackfinch Spring VCT Annual Report and Financial Statements
7
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, eight of which were IPOs. He chaired 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 700
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 (Chair of Audit Committee)
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.
25 April 2025

Blackfinch Spring VCT Annual Report and Financial Statements
8
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.
Dr Nicholas Henry Edmond Pillow M.Eng, D.Phil. FRSA
Nic has over two decades of experience in creating value for start-up, fast growth and multinational B2B
technology companies. Since joining Blackfinch in 2019, he has helped launch and manage the Company,
supported over 90 investments into high-tech Seed and Series A stage companies, and been an observer on the
boards of numerous portfolio companies. Previously, Nic co-founded his own startup, Rhizome Live, a Software-
as-a-Service business in the Education Tech sector. He raised £400,000 and gained access to a top accelerator.
Prior to that, he led a global team at Nokia which exercised portfolio control over 15 software products that grew in
annual revenue from £50 to £250 million. He has also held roles including Product Manager at Logica and Solution
Architect at Portal Software. Nic holds a first-class degree in Engineering & Computing from the University of
Oxford and a Ph.D. in Computer Vision from the Robotics Research Group at the University of Oxford.
Nic has been a director of the Company since 3 September 2024.
25 April 2025

Investment
Manager’s Review
With the Company’s resources continuing to
grow, 2024 was again marked by increasing
investment activity coupled with robust
performance from the existing portfolio. We
have strengthened our holding in several of
these well-performing investee companies,
whilst growing the total size of the portfolio
from 25 to 32 technology-enabled businesses.
The additions have spanned multiple
sectors, from health technology to hydrogen
technology, further expanding our sectoral
diversification as shown on pages 26 to 27.
One of the new investments was into existing
Blackfinch EIS Portfolio company Polished Rock
Ltd, which trades as MarTech3D. It is an impressive
young company that enables manufacturers to create
interactive 3D representations of complex physical
products as part of online sales presentations. The
other new companies were all new to Blackfinch.
Six were co-investments with the EIS Portfolios but
one was a standalone investment, with the Company
starting to develop its own deal flow.
Many existing portfolio companies are based on digital
technologies, but some of the new investments involve
different types of technology. For example, Kelpi is an
exciting material tech company that has developed
a seaweed-based waterproof coating for paper and
card as an alternative to plastic in food packaging.
Similarly, GT Wings (GT Green Technologies Ltd), one
of the newest investments, is built around patented
aerodynamic tech. It has developed highly efficient
‘wing-sails’ that help power commercial ships,
reducing fuel consumption to meet stringent new
carbon emission regulations.
Other new companies harness existing technology to
enable broader business innovations. Beings (Beings
Beam Ltd) is a pioneering customer research business
that enables its customers to conduct product
interviews remotely and at scale. It ended the year by
winning a large contract with Google. Meanwhile What
Matters Now Ltd (trading as Good Life Sorted) is an
‘age tech’ business that facilitates help for older people
so they can continue to live independently at home.
Fifteen of the new investments were follow-ons into
existing portfolio companies. The largest two were
into education tech business Up Learn, and audio AI
company BeyondWords (Lstn Inc.). The Company
previously only had small investments in each, and the
new rounds have enabled us to more than double our
holdings. As well as expanding our interest in portfolio
companies, all the follow-on investments are helping
drive their further growth as they continue to scale up.
Despite economic uncertainties throughout the
year, the portfolio has delivered solid growth in both
company revenues and valuations.
Blackfinch Spring VCT Annual Report and Financial Statements
9
25 April 2025

Blackfinch Spring VCT Annual Report and Financial Statements
10
25 April 2025
The weighted average increase in revenue across the
portfolio was 40% during the year, whereas the market
average for public Software-as-a-Service companies
was just 15%. 27 companies increased their revenues
in the period, and only three saw even a small decline.
As a result, there was a valuation increase in 16 of the
32 companies, representing two thirds of the value of
qualifying investments in the portfolio.
The biggest uplift in value was ‘employment as
a service’ company Teamed, which grew rapidly
following our follow-on investment at the start of
April. It ended the year with revenues up over 80%
and its valuation up over 50%. At the opposite end,
Kokoon continued to struggle despite receiving some
additional funds from another investor. The founders
have proved extremely resilient, but it again has a very
limited cash runway, and the value of our relatively
small investment has halved.
A few companies managed to more than double their
revenues in the year. Examples include safety tech
company Tended, which has won large contracts with
its unique ‘geo-fencing’ technology to keep workers
safe on railway lines, and financial tech business
Currensea, which saw success not only with its own
fee-free travel debit card but also with the world’s first
hotel loyalty debit card, launched in partnership with
Hilton Hotels. Both companies also raised external
funds during the year, alongside follow-on investments
from the Company.
The aggregate uplift in portfolio valuations amounted
to 13.1% over the year, which drove an increase in total
value per share of 7.18p. After dividends of 5.1p, the
increase in NAV per share was 2.08p. It brings the
one-year total return to 7.1%, while the three-year total
return stands at 16.8%.
Recent changes in US trade policy have led to renewed
uncertainties for the global economy. The Company’s
investee businesses, which mostly supply services
rather than goods, have very little direct impact from
US tariffs. In addition, many have already demonstrated
an ability to grow even in challenging economic
circumstances such as during the Covid pandemic.
We therefore believe the prospects for the portfolio
continue to remain positive.
We also continue to see many new high-growth
investment opportunities in a wide range of
technology-enabled sectors, allowing us to select only
those with the greatest potential for the Company.
Examples of those we are considering for investment
at about the end of March are given on page 29. Taken
alongside the existing portfolio, I have high hopes for
the year ahead.
Richard Cook
Founder and CEO, Blackfinch Investments Limited
25 April 2025

Investment Manager’s Review
Environmental, Social and Governance Policy (“ESG”)
Blackfinch Spring VCT Annual Report and Financial Statements
11
It is intended that portfolio companies should act
responsibly in a manner that benefits all stakeholders
and, where possible, makes a positive contribution to
the prospects of society and the world around us.
By adopting such practices, portfolio companies not only create value for
society and the planet, but they potentially mitigate long-term investment
risks from potential impacts such as climate change or reputational
damage from poor governance practices.
Public sentiment continues to reflect heightened concerns around societal
and environmental issues with an increasing emphasis on accountability
for claims related to these areas. Good governance underpins the
effective management of these risks, while also serving as a foundation for
maintaining trust with investors and wider stakeholders.
Alongside financial performance, as part of the investment process,
the Investment Manager evaluates factors such as supply chains,
environmental risk and the strength of governance in the business. These
considerations are assessed prior to investment and monitored throughout
the lifecycle of each investment. Risks that are likely to have a material
impact on business performance are actively addressed.
The Investment Manager is a signatory of the Principles for Responsible
Investment (PRI) demonstrating its public commitment to acting
responsibly across all investments. This formal commitment underpins the
broader aim of achieving a positive outcome for society while aiding the
potential for sustainable growth within the portfolio.
25 April 2025

Blackfinch Spring VCT Annual Report and Financial Statements
12
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, this cannot
be taken for granted and each company is carefully assessed 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 formalised an approach to
acting responsibly but they must demonstrate an understanding 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. For example, Kelpi (Kelp
Industries Ltd) is an exciting material tech company that has developed a
seaweed-based waterproof coating for paper and card as an alternative to
plastic in food packaging; and Good Life Sorted (What Matters Now Ltd)
is helping with the effects of an aging population by helping older people
maintain independence in their own homes.
By embedding strong governance practices into companies during
their early stages there is significant potential to create a foundation for
broader and more far-reaching impacts as these businesses grow and
mature. Establishing a culture of transparency and accountability early
on provides a greater chance of these principles becoming ingrained,
enabling companies to navigate future challenges effectively.
25 April 2025

Investment Portfolio
Blackfinch Spring VCT Annual Report and Financial Statements
13
Investment
Beings Beam Ltd
Brooklyn Supply Chain Solutions Ltd
Client Share Ltd
Cogniss Holdings Ltd
Collectivetech Limited
Cultureshift Communications Ltd
Currensea Ltd
Cyclr Systems Ltd
Edozo Ltd
GT Green Technologies Ltd
Illuma Technology Ltd
Kelp Industries Ltd
Kokoon Technology Ltd
LSTN Inc.
Measure Protocol Ltd
Oculo Technologies Ltd
Odore Ltd
Placed Recruitment Ltd
Polished Rock Ltd
Quin AI Limited
Recruitment Smart Technologies Ltd
Spotless Water Ltd
Staffcircle Ltd
Startpulsing Ltd
Supercritical Solutions Ltd
Tangle Software Inc.
Teamed Ltd
Cost £‘000
200
1,162
858
300
1,060
1,140
1,375
1,300
463
310
1,518
500
500
1,000
680
1,290
830
600
300
300
1,400
459
1,713
1,950
1,056
490
1,562
Valuation
£‘000
200
1,162
2,128
300
1,228
1,760
1,605
1,300
463
310
4,769
475
260
1,000
720
1,897
874
600
363
300
1,400
792
1,713
2,591
1,056
490
2,423
Increase in value
in 2024 net of
additions £’000
-
-
573
-
79
410
230
-
-11
-
754
-25
-260
-
40
398
43
-
63
-
-
2
-
641
-
-
826
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
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
As at 31 December 2024
% of total
net assets
value
-
3.9
5.3
-
1.8
3.4
3.7
4.4
1.6
-
12.7
-
1.8
1.0
2.3
3.6
2.8
2.0
-
0.7
2.7
2.7
4.3
5.4
-
1.7
4.5
25 April 2025
% of total
net assets
value
0.4
2.4
4.4
0.6
2.6
3.7
3.3
2.7
1.0
0.6
9.9
1.0
0.5
2.1
1.5
4.0
1.8
1.2
0.8
0.6
2.9
1.7
3.6
5.4
2.2
1.0
5.0
As at 31 December 2023

Blackfinch Spring VCT Annual Report and Financial Statements
14
A total of 22 investments were made in the year, seven of which were
made during the second half of 2024. This number is up from 18 made
during 2023. Seven of the investments, equating to £3.1m, were in new
companies. One of these companies had not previously or simultaneously
received investment for the Blackfinch EIS Investments, a first for the
Company. One other originated from the Blackfinch EIS Portfolios, with
the Company co-investing alongside a follow-on investment by the EIS
Portfolios. The remaining 15 investments were follow-on investments into
existing portfolio companies.
Most investments are valued on a financial multiple; a full breakdown of the
valuation methods is given on page 109. Overall, just four 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 16
increased. These increases have significantly outweighed the decreases,
resulting in an aggregate unrealised gain of £4.61m across the portfolio.
25 April 2025
Investment
Tended Ltd
Transreport Ltd
Up Learn Limited
Watchmycompetitor.com Ltd
What Matters Now Limited
Total fixed asset investments
Money Market Funds
Net current assets
Net assets
Cost £‘000
1,605
770
1,135
1,430
400
29,655
5,000
3,242
37,897
Valuation
£‘000
2,091
1,554
1,465
2,006
454
39,748
5,017
3,242
48,008
Increase in value
in 2024 net of
additions £’000
480
-157
26
447
54
4,612
17
-
4,629
Cost £‘000
1,075
770
360
980
-
20,277
-
3,601
23,878
Valuation
£‘000
1,081
1,711
664
1,109
-
25,758
-
3,601
29,359
% of total
net assets
value
3.7
5.8
2.3
3.8
-
87.7
-
12.3
100.0
% of total
net assets
value
4.4
3.2
3.1
4.2
0.9
82.7
10.5
6.8
100.0
As at 31 December 2024 As at 31 December 2023

Illuma is a digital advertising company that offers advanced technology
designed to select the best websites on which to deploy adverts to generate
the highest response rates. Its artificial intelligence learns in real-time,
determining the optimum context in which to place any given advert.
Illuma’s product offers an alternative to traditional cookie-based targeting,
which suffer from privacy concerns. Since investment in 2021, Illuma has
grown its revenue elevenfold, expanded to the US, and has secured large
global customers such as Procter & Gamble and Sky.
Company sector
Stage
Asset class
Net assets 31/12/2023
Net assets 31/12/2022
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
£3.49m
£2.26m
n/a *
£1.52m
£4.77m
Price of Recent Investment
10.9%
August 2021
Blackfinch Spring VCT Annual Report and Financial Statements
15
Investment Manager’s Review
Investment Portfolio - Top 10 Holdings (by value)
25 April 2025
* 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 3x and secured large enterprise clients
including Netflix, Coca Cola, De Beers, and TikTok.
Blackfinch Spring VCT Annual Report and Financial Statements
16
Investment Manager’s Review
Investment Portfolio
25 April 2025
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
£(958k)
£398k
n/a *
£1.95m
£2.59m
Revenue Multiple
15.3%
March 2021
* Revenue and profit are not
publicly available because
only abbreviated accounts are
filed at Companies House.

Blackfinch Spring VCT Annual Report and Financial Statements
17
Investment Manager’s Review
Investment Portfolio
25 April 2025
Company sector
Stage
Asset class
Net assets 30/11/2023
Net assets 30/11/2022
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
£287k
£1.44m*
n/a **
£1.56m
£2.42m
Revenue Multiple
14.6%
September 2022
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,
Teamed provides all these key services, and more, 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.
* Please note this figure
differs to the Annual Report
and Financial Statements as
at 31 December 2023 as the
company published restated
accounts on Companies
House in October 2024.
The above figure reflects the
company’s latest position.
** Revenue and profit are not
publicly available because
only abbreviated accounts are
filed at Companies House.

Blackfinch Spring VCT Annual Report and Financial Statements
18
Investment Manager’s Review
Investment Portfolio
25 April 2025
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
Compass Group prior to the Company’s first investment in 2021, Clientshare
has subsequently grown in revenue over 3x, and secured additional major
customers such as CBRE. The business has also planted over 10,000 trees
in the ‘Clientshare Forest’, based on customers’ use of its platform.
Company sector
Stage
Asset class
Net assets 31/12/2023
Net assets 31/12/2022
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
£1.38m
£1.37m
n/a *
£858k
£2.13m
Revenue Multiple
9.7%
March 2021
* Revenue and profit are not
publicly available because
only abbreviated accounts are
filed at Companies House.

Blackfinch Spring VCT Annual Report and Financial Statements
19
Investment Manager’s Review
Investment Portfolio
25 April 2025
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 secured deals from major
employers such as Siemens and National Rail.
Company sector
Stage
Asset class
Net assets 30/06/2024
Net assets 30/06/2023
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
£(660k)
£(897k)
n/a *
£1.61m
£2.09m
Price of Recent Investment
14.7%
September 2021
* Revenue and profit are not
publicly available because
only abbreviated accounts are
filed at Companies House.

Blackfinch Spring VCT Annual Report and Financial Statements
20
Investment Manager’s Review
Investment Portfolio
25 April 2025
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 2.5x, and secured top-tier clients
including Santander and Honeywell. A recent focus on AI tools within the
core platform is helping to add multi-millions to the sales pipeline.
Company sector
Stage
Asset class
Net assets 31/12/2023
Net assets 31/12/2022
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
£2.65m
£1.69m
n/a *
£1.43m
£2.01m
Revenue Multiple
11.0%
August 2021
* Revenue and profit are not
publicly available because
only abbreviated accounts are
filed at Companies House.

Blackfinch Spring VCT Annual Report and Financial Statements
21
Investment Manager’s Review
Investment Portfolio
25 April 2025
Oculo is a transformative construction technology company that blends
360° photography with advanced computer vision. Its platform matches
views of what has been built over time with detailed digital models of the
building plans to confirm construction has been completed correctly and
to specification. This approach results in fewer delays, enhances risk
management, and provides a digital trail that is invaluable for insurance
purposes. The team is lean and highly skilled, having already onboarded
top-tier enterprise clients such as Morgan Sindall and Willmott Dixon with
large contracts. The company has more recently established a presence in
the US and is seeing strong demand, driven by US sales hires.
Company sector
Stage
Asset class
Net assets 31/05/2023
Net assets 30/11/2022**
Revenue and profit
Cost of investment
Value of investment
Basis of valuation
Equity held by Blackfinch Spring VCT
Initial investment date
Construction Tech
Scale-up
Equity
£(238k)
£(232k)
n/a *
£1.29m
£1.90m
Price of Recent Investment
16.3%
August 2023
* Revenue and profit are not
publicly available because
only abbreviated accounts are
filed at Companies House.
**Accounting period
amendment, financial
year end moved from 30th
November to May 31st.

Blackfinch Spring VCT Annual Report and Financial Statements
22
Investment Manager’s Review
Investment Portfolio
25 April 2025
Culture Shift is a purpose-driven company that is on a mission to improve
workplace mental health, equality and wellbeing. Its software-as-a-service
platform allows the reporting and effective management of incidents of
bullying and harassment, whilst analytics and insights help companies
reduce the frequency of such incidents and improve their overall culture.
Since investment in 2021, Culture Shift has grown its revenue over 3.5x by
strengthening its core position. Culture Shift brings with it strong social and
governance benefits to its customers, which the company mirrors in its own
employment practices.
Company sector
Stage
Asset class
Net assets 31/03/2024
Net assets 31/03/2023
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
£(793k)
£217k
n/a *
£1.14m
£1.76m
Revenue Multiple
12.7%
August 2021
* Revenue and profit are not
publicly available because
only abbreviated accounts are
filed at Companies House.

Blackfinch Spring VCT Annual Report and Financial Statements
23
Investment Manager’s Review
Investment Portfolio
25 April 2025
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 continued 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, with an
increasing focus on capital efficiency.
Company sector
Stage
Asset class
Net assets 31/03/2024
Net assets 31/03/2023
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
£441k
£625k
n/a *
£1.71m
£1.71m
Price of Recent Investment
13.2%
April 2022
* Revenue and profit are not
publicly available because
only abbreviated accounts are
filed at Companies House.

Blackfinch Spring VCT Annual Report and Financial Statements
24
Investment Manager’s Review
Investment Portfolio
25 April 2025
Currensea is the UK’s first travel-focused debit card which connects
directly with a consumer’s traditional high street current account. The
product allows customers to spend money abroad at the lowest exchange
fees, while removing the need to top up or set up a new bank account.
The company also operates corporate and affinity partnerships, where
participating organisations and charities can provide free branded cards to
their members for mutual benefits. Since investment in 2022, Currensea has
grown revenue 3.5x, and launched the world’s first hotel loyalty debit card
in conjunction with Hilton Hotels. Currensea is a registered carbon neutral
business, and card users can also choose to donate a percentage of their
savings to one of its charity partners such as Plastic Bank, which removes
plastic from the oceans, or the Eden Reforestation Project.
Company sector
Stage
Asset class
Net assets 30/06/2023
Net assets 30/06/2022
Revenue and profit
Cost of investment
Value of investment
Basis of valuation
Equity held by Blackfinch Spring VCT
Initial investment date
Financial Tech
Scale-up
Equity
£2.88m
£651k
n/a *
£1.38m
£1.61m
Price of Recent Investment
5.8%
August 2022
* Revenue and profit are not
publicly available because
only abbreviated accounts are
filed at Companies House.

By the end of the reporting period, cash and liquid investments represented
approximately 18.1% of the Company’s £48.0m net assets (compared to 12.7% of
£29.4m at the end of 2023). This value includes monies held in money market funds.
Investments in qualifying portfolio companies constituted approximately 82.7% (87.3% in 2023) of the
Company’s net assets. A full break-down of these investments by portfolio valuation 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
25
25 April 2025
2024 Portfolio Split by Valuation
Illuma
9.8%
OnePulse
5.3%
Teamed
5.0%
Clientshare
4.4%
Tended
4.3%
Watch My Competitor
4.1%
Oculo
3.9%
Cultureshift
3.6%
StaffCircle
3.5%
Currensea
3.3%
Other Qualifying
Investments
34.6%
Money Market Funds
10.4%
Cash
7.6%

Blackfinch Spring VCT Annual Report and Financial Statements
26
25 April 2025
The 32 companies 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 – HR Technology, Marketing & Advertising Technology and
Market Intelligence Technology – serve business customers across many sectors and are not tied to any particular
industry. A further five sub-sectors have been added since 2023 including Hydrogen Tech and Shipping Tech.
2023 Portfolio Split by Valuation
Illuma
13%
Transreport
6%
Startpulsing
5%
Clientshare
5%
Teamed
4%
Cyclr
4%
StaffCircle
4%
Brooklyn
4%
Watch My Competitor
4%
Tended
4%
Other Qualifying Investments
34%
Cash
13%

Blackfinch Spring VCT Annual Report and Financial Statements
27
25 April 2025
2023 Portfolio Split by Sector (excluding cash & equivalents)
HR Technology
19%
Marketing & Advertising
Technology
18%
Market Intelligence Technology
13%
Business Operations Technology
11%
Transport Technology
9%
Software Technology
7%
Health & W
ellbeing Technology
6%
Buildings & Proper
ty Technology
6%
Financial Technology
4%
Industrial Resources Technology
3%
Education Technology
3%
AI Assistant Technology
1%
2024 Portfolio Split by Sector (excluding cash & equivalents)
HR Technology
19.9%
Marketing & Advertising Technology
15.9%
Market Intelligence Technology
13.9%
Business Operations Technology
8.3%
Transport Technology
7.8%
Health & Wellbeing Technology
7.1%
Buildings & Property Technology
5.9%
Industrial Resources Technology
5.8%
Software Technology
5.3%
Financial Technology
4.0%
Education Technology
3.7%
AI Assistant Technology
2.5%

The Company holds minority stakes in each of its portfolio companies ranging from 2.9% to 17.1% (up from 1.7% to
12.3% in 2023). The average stake for the portfolio is 6.2% and it is likely that forthcoming investments will be of a
similar size in terms of equity holding. On a fully diluted basis the average stake is slightly lower at 5.6%.
Blackfinch Spring VCT Annual Report and Financial Statements
28
25 April 2025
% Equity held on a fully diluted basis
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
16.0%
18.0%
Recruitment Smart
Oculo
Tended
Teamed
Cultureshift
StaffCircle
St artpuls ing
Brooklyn
WatchMy Compet itor
Tan gle
Illu ma
Clien tshare
LSTN
Collectivetech
Cycl r
Polished Rock
Odor e
Curre nsea
Qu in AI
Cogni ss
What Matters Now
Transreport
Kokoon
Measur e
GT W i ngs
Edozo
Beings
Up Learn
Kelpi
Place d
Sp otl ess Wate r
Supercritical

Investment Manager’s Review
Pipeline Overview
This cutting-edge technology business develops optical imaging sensors up
to 12 times more accurate at detecting visual light than traditional solutions.
Originally spun out of a leading UK university, the company is led by a team of
experienced technical specialists. The company’s patented technology has
multiple applications, including autonomous vehicles, robotics and telecoms.
Company sector
Stage
Asset class
SensorTech
Scale-up
Equity
Company 1
Blackfinch Spring VCT Annual Report and Financial Statements
29
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.
25 April 2025
This disruptive company has developed a user-friendly online platform to
streamline the management of household utility bills. Designed to simplify
the process of setting up, splitting and managing bills for occupiers, it offers
a hassle-free experience for renters and homeowners. By consolidating all
household utilities into one service, it eliminates the stress of juggling
multiple providers, setting a new benchmark for convenience and efficiency
in modern living.
Company sector
Stage
Asset class
UtilitiesTech
Scale-up
Equity
Company 2

Investment Manager’s Review
Pipeline Overview
Blackfinch Spring VCT Annual Report and Financial Statements
30
25 April 2025
This pioneering wearables company has developed highly-responsive sensors
that detect tiny magnetic fields generated by signals such as electrical activity
in the heart. It enables advanced applications, for example, in precise motion
detection and virtual reality. The technology is designed to use minimal power
and can be easily integrated into the latest smart devices.
Company sector
Stage
Asset class
Sensor Tech
Scale-up
Equity
Company 3
This forward-thinking company has created an intuitive app to simplify
the porting and resolution of operational issues in hospitals. Originally
developed by an orthopaedic surgeon, it addresses inefficiencies like broken
equipment and missing supplies, connecting directly into suppliers to by-pass
cumbersome bureaucracy. The app has already been adopted by over 100
hospitals in the UK, Ireland and Norway, and is set for further global expansion.
Company sector
Stage
Asset class
Health Tech
Scale-up
Equity
Company 4

Investment Manager’s Review
Pipeline Overview
Blackfinch Spring VCT Annual Report and Financial Statements
31
25 April 2025
This forward-thinking company has an easy-to-use platform that turns
satellite images into practical insights about the environment. The platform
helps support a range of sectors, such as financial services and insurers, with
regulatory reporting and environmental risk assessments. Led by a passionate
and experienced team, the company is trusted by businesses worldwide to
make adopting eco-friendly practices easier and more effective.
Company sector
Stage
Asset class
Compliance Tech
Scale-up
Equity
Company 5
This ambitious company is transforming city deliveries with eco-friendly and
cost-effective solutions. Alongside providing micro-vehicles such as e-bikes,
the company also offers a smart fleet management system to make urban
logistics simpler. Led by a team of experienced professionals in the electric
vehicle industry, the company is driving micro-transport to the forefront of
modern logistics.
Company sector
Stage
Asset class
Electric Vehicle Tech
Scale-up
Equity
Company 6

Investment Manager’s Review
Pipeline Overview
Blackfinch Spring VCT Annual Report and Financial Statements
32
25 April 2025
This forward-thinking company is transforming the agricultural industry by
harnessing newly-available satellite data to help farmers judge the optimal
level of nitrogen their crops need at any moment. By sending regular updates
on crop and soil nutrition, it improves crop yields and reduces waste. Having
completed successful initial trials, the company is scaling rapidly.
Company sector
Stage
Asset class
Agri-tech
Scale-up
Equity
Company 7
This innovative technology company is developing a unique multi-fuel
generator designed to work efficiently with any combustible gas or liquid.
Customers have the flexibility to choose the most cost-effective fuel at any
time, helping to support the transition to greener fuels. The company was
founded by a professor in energy systems and is led by a CEO with 20 years
of venture capital experience.
Company sector
Stage
Asset class
Generator Tech
Scale-up
Equity
Company 8

Investment Manager’s Review
Pipeline Overview
Blackfinch Spring VCT Annual Report and Financial Statements
33
25 April 2025
This pioneering company specialises in supply chain technology for the
renewable energy industry. Its advanced platform uses AI to help businesses
manage risks from their suppliers, identifying potential issues such as
regulatory non-compliance or environmental concerns. Already trusted
by key operators in the renewables market, the company is bringing
accountability to supply chains.
Company sector
Stage
Asset class
Supply Chain Tech
Scale-up
Equity
Company 9
This impressive company is transforming solar energy access for apartment
residents by letting multiple flats share a single set of rooftop solar panels. Its
smart technology offers efficient power distribution, helping to lower costs and
reduce carbon emissions. Already adopted by housing providers in the UK and
Australia, the company is expanding quickly and poised to revolutionise urban
access to solar energy.
Company sector
Stage
Asset class
Solar Tech
Scale-up
Equity
Company 10

Investment Manager’s Review
Pipeline Overview
Blackfinch Spring VCT Annual Report and Financial Statements
34
25 April 2025
This ground-breaking company is redefining audio experiences with its
advanced 3D sound technology. Using just a pair of ordinary speakers, such
as in a laptop, its immersive system adapts in real time to the listener’s
position, creating a convincing surround sound effect. The technology
enhances gaming, entertainment and professional applications.
Company sector
Stage
Asset class
Audio Tech
Scale-up
Equity
Company 11

Strategic Report
Investment Policy, Strategy and Objectives
Blackfinch Spring VCT Annual Report and Financial Statements
35
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 responsible 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.
25 April 2025

A key premise of the strategy is identifying companies that have already
delivered convincingly on the milestones associated with any previous
investment rounds. Companies will need to show evidence of product-
market-fit through traction, often in the form of revenue, which is a strong
indicator they are past the inflection point of their growth curve. 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
Blackfinch Spring VCT Annual Report and Financial Statements
36
25 April 2025

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 EIS Portfolios create 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 team work with the Venture Partners, and
also collect monthly financial and KPI data from the companies.
Blackfinch Spring VCT Annual Report and Financial Statements
37
25 April 2025

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 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. 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 its share offers
in building its 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 2024, any funds not employed into Qualifying Investments were held as
either cash or cash equivalents within Money Market Funds. The value of
money market funds as at 31 December 2024 was £5,017,343.
Blackfinch Spring VCT Annual Report and Financial Statements
38
25 April 2025

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 on the subscription
of Shares in the Company without a special resolution being passed
by Shareholders.
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,
(adjusted as appropriate for any dividends approved by shareholders at a
general meeting, subsequently paid or in respect of which the record date
has passed), 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).
No formal requests for buybacks were received by the Company during
2024. Although enquiries were received, no Shareholders opted to
progress with this process and, as such, no buybacks were facilitated.
Blackfinch Spring VCT Annual Report and Financial Statements
39
25 April 2025

Dividend policy
The Company intends, but cannot guarantee, to pay a regular annual
dividend equivalent to 5% of the Company’s Net Asset Value. 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 and always subject to the discretion of the Directors.
No forecast or projection is implied or inferred.
On 26 April 2024 the Company paid out an interim maiden dividend of
2.5p per share to Shareholders. A final dividend of 2.6p per share was paid
on 13 December 2024. Both dividends were in respect of the Company’s
financial year ended 31 December 2023, and together they delivered on
the Company’s intention to start paying an annual dividend of 5% of its
Net Asset Value from 2024.
The first interim dividend of 2025, to be paid with respect to the financial
year ended on 31 December 2024, was announced to the market in
January 2025. It has a rate of 2.5p per share, with a payment date of
9 May 2025.
Dividend Reinvestment Scheme
The Company has adopted a dividend reinvestment scheme which
allows existing and new shareholders to elect to apply all or part of any
cash dividends they are entitled to receive in respect of their Ordinary
Shares in subscribing for further Ordinary Shares. The scheme ultimately
provides flexibility, optionality and autonomy to the Company’s growing
shareholder base. The terms and conditions of the Dividend Reinvestment
Scheme can be found on the Company’s website (https://blackfinch.
investments/vct/).
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
Blackfinch Spring VCT Annual Report and Financial Statements
40
25 April 2025

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.
Shares subscribed for under the Dividend Reinvestment Scheme will form
part of the relevant shareholder’s annual limit for investing in VCTs.
Blackfinch Spring VCT Annual Report and Financial Statements
41
25 April 2025

Blackfinch Spring VCT Annual Report and Financial Statements
42
Key Performance Indicators (“KPIs”)
and Alternative Performance Measures (“APMs”)
25 April 2025
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 main KPI monitored by the board
towards that objective is Total Return over the last year. Overall,
the following APMs are monitored:
a. The Total Return per Share
b. The increase in the value of investments
1
.
c. Operational expenses as a proportion of NAV and shareholders’ funds
2
.
d. Ongoing charges figure, as defined below
2
.
Total Return is the NAV plus all dividends paid. This is calculated as end
period NAV per share plus all dividends paid divided by beginning period
NAV per share as shown below.
Beginning NAV per Share
Dividends Paid Per Share
in Period
End NAV Per Share
Uplift in NAV Per Share
Total Return Per Share
101.54p
2.5p (interim dividend)
2.6p (final dividend)
5.1p (total dividends paid)
103.62p
103.62p – 101.54p = 2.08p
103.62p ÷ 101.54p = 2.04%
103.62p + 5.1p = 108.72p
108.72p ÷ 101.54p = 7.07%
90.85p
0p
101.54p
101.54p – 90.85p = 10.69p
101.54 ÷ 90.85p = 11.76%
101.54 + 0p = 101.54p
101.54p ÷ 90.85p = 11.76%
2024 2023
1
Full calculations available on page 108.
2
Please refer to page 43

Total Return per share is expected to be the best overall measure of long-
term performance, particularly as it reflects dividend payments as well
as the current NAV. The Company does not have a formal benchmark;
however, for performance comparison purposes the Association of
Investment Companies (AIC) VCT sector average can be referenced. The
AIC VCT sector includes 50 VCTs investing across various sectors. It is
important to note that not all VCTs report on the same date, so the sector
average may incorporate estimates or the most recently available NAV
data. As at 31 December 2024, the 1-year NAV Total Return for the AIC
VCT Sector Average was –0.93%.
A detailed commentary of the factors contributing to the Company’s
performance can be found in the Investment Manager’s review.
Operational expenses in the period were 2.77% of NAV at the end of the
period, up from 2.03% in 2023 which had benefitted from the refund
of VAT on the prior years’ Investment Management fee. 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. As the NAV continues to grow, the
ongoing charges ratio is expected to decline, benefitting from economies
of scale.
The ongoing charges figure (OCF) is the annualised operational expenses
divided by the average NAV over the period. It includes all operational
expenses 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
Blackfinch Spring VCT Annual Report and Financial Statements
43
25 April 2025

therefore also consider the OCF less the Shareholder rebate. The increase
in OCF compared to the previous period is again a consequence of the
VAT refund in 2023. The Company maintained positive performance
despite a rise in the OCF.
The Company’s share price over the period is shown in the graph on page
77. 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 25 to
28, so that the Company may continue to qualify as a VCT.
Blackfinch Spring VCT Annual Report and Financial Statements
44
25 April 2025
Ongoing Charges Figure
Ongoing Charges Figure
less Shareholder Rebate
3.69
3.19
3.31
2.81
Year to 31 December 2024 (%) Year to 31 December 2023 (%)

Blackfinch Spring VCT Annual Report and Financial Statements
45
Investment Management Agreement
Under the terms of the Agreement dated 10 December 2020 (the
“Effective Date”), Blackfinch was appointed as the Company’s Alternative
Investment Fund Manager (AIFM) and investment manager to provide
investment management services to the Company in respect of its
portfolio of Qualifying Investments and Non-Qualifying Investments and
valuations of its portfolio interest. The Investment Manager receives an
annual fee equal to 2.5% of the prevailing Net Asset Value (plus VAT if
applicable) payable quarterly in arrears. This is known as the Investment
Management Fee. Of this, 0.5% of Net Asset Value per annum is rebated
to investors per annum, out of which any Adviser Ongoing Charges,
Execution-Only Intermediary Ongoing Fees and Direct Investor Ongoing
Fees will be paid, making the Effective Investment Management Fee 2%
of the Net Asset Value per annum.
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 from those 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
25 April 2025
Key Contracts

Blackfinch Spring VCT Annual Report and Financial Statements
46
25 April 2025
in certain circumstances, such as in the event of certain breaches or the
insolvency of either party.
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 indemnify the Company
by such amount as is equal to the excess by which the total Annual
Running Expenses plus any Execution-Only Intermediary Ongoing Fee
payments to a maximum of 3.5% of the Net Asset Value, calculated on an
annual basis with respect to the Net Asset Value at the end of the year. A
maximum of 75% of the Company’s investment management expenses
will be capable of being presented as capital items in the Company’s
Income Statement with the balance presented as revenue items. The
provision by the Investment Manager of any discretionary investment
management services is subject to the overall control, direction and
supervision of the Directors.
Performance Incentive
As is customary in the venture capital industry, 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. As at 31 December 2024 the Performance Value per
Share was 108.72p. The Directors believe that the performance incentive
structure provides a strong incentive for the Investment Manager to
increase the value of the Company and to make distributions as high
and as soon as possible.
Key Contracts

Blackfinch Spring VCT Annual Report and Financial Statements
47
25 April 2025
The methodology for calculating 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 Company on the relevant
date.
At the end of the year, the Performance Value per Share was 108.72p which
is less than the initial High Water Mark of 130p and so no performance
incentive fee is payable.
Administration Agreement
Under the terms of the administration agreement dated 11 November 2019,
Blackfinch Investments 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 party no less
than 12 months’ notice of termination in writing. Termination should not
take effect before the end of the fifth anniversary following the last offer
for subscription made by the Company, but the agreement is subject to
early termination in certain circumstances, such as in the event of certain
breaches or the insolvency of either party.
Key Contracts

Blackfinch Spring VCT Annual Report and Financial Statements
48
25 April 2025
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 was amended on 4 September 2024,
to update the annual fee to £10,000 plus 0.12% of monies subscribed
for Shares under the Offer (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.
Custody Agreement
A Custody Agreement, dated 11 November 2019, was signed between
the Company and Blackfinch Investments Limited. Blackfinch agreed to
act as custodian and hold securities in certificated form on behalf of the
Company. The annual fee associated with this responsibility is £5,000
(plus VAT if applicable). This agreement is terminable by either party
giving to the other no less than 12 months’ notice in writing. Such notice
is 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 may be subject to early termination in certain
circumstances.
As required by the Listing Rules, the Directors can confirm that, in their
opinion it is in the best interests of the shareholders as a whole to continue
the appointment of Blackfinch Investments Limited as the Investment
Manager, 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
49
25 April 2025
The Board and the Audit Committee have an ongoing process for identifying,
evaluating and monitoring the principal risks facing the Company.
The Company completes a robust assessment of principal risks which is a process that includes reviewing
the magnitude and the likelihood of the risks. As at the end of 2024, it was not considered that there were any
emerging risks affecting the Company however following the end of the financial year, increasing tariffs have
emerged within the US in terms of imports. This emerging risk will be monitored throughout the year. Further
details regarding this potential risk can be found within the Investment Manager’s Review on page 10. 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.
Principal and
Emerging Risks
RISK DESCRIPTION
MITIGATION
Loss of VCT
Qualifying Status
The Company must comply with all relevant
regulations to maintain its qualifying VCT
status. Failure to meet these requirements
could result in the loss of approval, leading
to significant consequences for investors.
As a result, investors could lose the tax
benefits associated with the VCT, including the
repayment of the initial Income Tax relief, the
liability of Income Tax on dividends and the
loss of Capital Gain Tax exemptions on
disposals of shares.
The Investment Manager, in close
collaboration with the Board, actively
monitors the VCT’s qualifying status to
ensure ongoing compliance. Regular reports
are prepared and reviewed with the Board.
The VCT’s qualifying status is formally
assessed on a quarterly basis. To further
strengthen oversight, Philip Hare & Associates
has been appointed as Tax Adviser, providing
bi-annual monitoring reports to the board.

Blackfinch Spring VCT Annual Report and Financial Statements
50
25 April 2025
RISK
DESCRIPTION
MITIGATION
Investment
Performance
The Company primarily invests in unquoted,
growth-stage, technology-enable companies.
By nature, these investments carry a higher
level of risk, tend to be more volatile and
are less liquid compared to publicly traded
companies. Early-stage businesses often
have limited financial resources, less
predictable revenue streams and may be
highly depended on a few key individuals.
Additionally, investments in these companies
cannot be readily realised in the same way
as listed equities and successful exits are
not guaranteed.
The Board and Investment Manager seek to
minimise investment risk across the portfolio
by implementing a robust and structured
approach to investment selection, monitoring
and realisation. Diversification is a key strategy,
achieved through exposure to multiple sectors
and a balanced mix of early-stage and more
established opportunities along their growth
trajectory. The investment portfolio is reviewed
regularly by the Board and the Investment
Manager to ensure alignment with the VCTs
objectives and risk management framework.
Portfolio
Valuations
The Company primarily invests in
unquoted, growth-stage, technology-
enabled companies. By nature, determining
the Fair Value of these companies can
be more complex and less transparent
compared to listed equites as there are
fewer publicly available reference points
to utilise in the valuation process.
The portfolio companies are valued in
accordance with the International Private
Equity and Venture Capital Valuation (IPEV)
Guidelines. Valuations are conducted by
experienced individuals, with oversight
provided by the Investment Manager’s
Valuation Committee. Additionally, all
valuations are subject to Board approval and
are audited annually to ensure compliance
with industry standards.
Regulatory and
Compliance
The company must comply with all
applicable legislation and regulatory
directives, including the Alternative
Investment Fund Managers Directive
(“AIFMD”), the Companies Act 2006, the
rules of the UK Listing Authority, and UK
Accounting Standards. Failure to adhere to
these regulations could result in serious
consequences including financial
penalties, regulatory sanction and
reputational damage.
The Company has appointed the Investment
Manager to oversee its day-to-day operations.
The Board receives updates at least
quarterly on regulatory, financial, and
compliance matters to ensure effective
governance. Where necessary, third-party
specialists are engaged to provide additional
oversight and support the Company in
meeting its regulatory obligations.

Blackfinch Spring VCT Annual Report and Financial Statements
51
25 April 2025
RISK DESCRIPTION MITIGATION
Operational
There is a risk that failures in the systems
and controls of the Company’s advisers
could result in an inability to adequately
service shareholders’ needs, provide
accurate reporting and accounting and
ensure compliance with VCT legislations
and regulations. Such failure could have
operational, financial, and regulatory
implications, potentially impacting the
Company’s ability to meet its obligations
effectively.
The Company has appointed several third-
party service providers, including the
Investment Manager, to deliver essential
support services such as Sponsor, Company
Secretary, Receiving Agent, Registrar,
Solicitors, and Tax Advisers. The Board
conducts regular reviews of internal controls
to ensure that these third parties maintain
adequate risk management frameworks.
Additionally, the performance of service
providers is regularly assessed to confirm
they continue to have the expertise,
resources, and capabilities necessary to
deliver the expected level of service effectively.
Economic,
political and
external factors
The investment companies within the
portfolio may be impacted by economic,
political, and external factors, including
interest rate fluctuations, labour shortages,
high inflation, rising energy costs, recession
concerns, macro-economic instability, and
geopolitical conflicts. These factors can
influence business performance, market
sentiment, and valuation outcomes,
potentially affecting the overall return
and risk profile of the portfolio.
The Board and Investment Manager
continuously monitor economic, political,
and external factors affecting the UK
and global economies, ensuring that portfolio
risks are identified and managed. This
proactive approach allows the Company to
adapt its investment strategy, mitigating
potential adverse effects and addressing
emerging risks. To support this, the Company
maintains a diversified portfolio across various
stages, sectors and geography of customer
base while holding sufficient cash reserves
for follow-on investments as needed.
Governance
Ineffective Board governance could have
significant financial, regulatory, and
reputational consequences for the
Company. Poor decision-making or
oversight may lead to mismanagement of
investments, increased regulatory scrutiny,
compliance breaches, and loss of investor
confidence. Ensuring that the Board
operates effectively with strong governance
practices is essential to maintaining
strategic direction, regulatory compliance,
and shareholder trust.
The Board recognises that effective leadership
and a well-composed Board are critical to the
Company’s success. To ensure high standards
of governance, an annual evaluation process
is conducted, allowing the Board to assess
its performance, structure, and effectiveness.
Where necessary, actions are taken to
address any identified areas for improvement.
Additionally, the City Partnership has been
appointed as Company Secretary, responsible
for monitoring corporate governance best
practices and ensuring that the Company
remains compliant with regulatory
requirements and industry standards.

Blackfinch Spring VCT Annual Report and Financial Statements
52
25 April 2025
RISK DESCRIPTION MITIGATION
Liquidity
The Company requires sufficient liquidity to
meet its financial obligations, pay dividends,
and facilitate share buybacks. Effective
liquidity management is essential to ensure
the smooth operation of the Company,
enabling it to fulfil its commitments while
maintaining financial stability and investor
confidence.
The Company prepares cash flow forecasts
and budgets, which are regularly reviewed by
the Board to ensure adequate liquidity and
minimise the risk of insufficient cash to meet
financial obligations. To maintain financial
stability, all cash is securely held in the
nominated company bank account or
allocated to money market funds for
efficient liquidity management.

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. All Shareholders will be encouraged
to vote on the resolutions at the Annual General Meeting. During the year, Shareholders were also given the
opportunity to hear from many of the portfolio companies and to meet representatives from them.
Blackfinch Spring VCT Annual Report and Financial Statements
53
25 April 2025

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 9 September 2024 to raise up to £20m with an
over-allotment facility of £20m. As at 31 December 2024, funds totalling £3.99m had been allotted to the VCT.
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, and works
closely with management teams of the portfolio companies to ensure that they maintain sufficient oversight.
Responsible Investing, 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 a range of non-financial factors such as risks to the environment, impact on society and strength of
governance. 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 responsible investing.
Blackfinch Spring VCT Annual Report and Financial Statements
54
25 April 2025

Responsible investing is instrumental to the Company. It invests in companies that can make a difference in the
world. With a strong commitment to investing responsibly and a technology mandate, the Company 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’ credentials and views. Responsible
investing is also integrated into the Investment Manager’s internal processes and the way in which it works with
firms. A detailed assessment is made of the responsible practices 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 responsible investing into its investment processes and assesses the
potential investment risks are detailed on page 49 and can be found within the Blackfinch Responsible Investing
Policy at blackfinch.com/sustainability/.
Blackfinch Spring VCT Annual Report and Financial Statements
55
25 April 2025

Environment Policy & Greenhouse Gas Emissions
Blackfinch Spring VCT Annual Report and Financial Statements
56
As a VCT with no physical assets, property, employees or operations, the
Company has no direct environmental responsibilities. It is also not subject
to the requirements of the Companies Act 2006 (Strategic Report and
Directors’ Reports) regulations 2013 regarding greenhouse gas emissions.
Additionally, the Company does not fall within the scope of The Companies
(Directors’ Report) and Limited Liability Partnerships (Energy and Carbon
Report) Regulations 2018 which came into effect on 1 April 2019. These
regulations require companies that have consumed over 40,000 kilowatt-
hours of energy to report on their energy use and carbon emissions. As
the Company has no direct carbon usage, it is not required to make any
disclosure under these rules. As a result, the Board has not adopted a
specific environmental policy.
However, the Company recognises the importance of conducting its
business and making investment decisions in a responsible manner than
considered environmental impacts wherever possible.
The Investment Manager is a signatory of the Principles for Responsible
Investment (PRI), demonstrating a public pledge to responsible investment
practices. This places the Investment Manager within a global community,
striving to build a more sustainable financial system.
25 April 2025

VCT
Regulations
Blackfinch Spring VCT Annual Report and Financial Statements
57
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 2024 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.
25 April 2025

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 2029. 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 £3-5m increase in annual fundraising each year over
the period, and that no investments would exit until 5 years after investment, at which point they would 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. In planning any new investment
or distribution, the Board requires sufficient cash to be held to cover at least the next 12 months’ budgeted costs.
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.
Blackfinch Spring VCT Annual Report and Financial Statements
58
25 April 2025

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 of mixed ethnicity who chairs the Company’s
Audit Committee. 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.
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 2024:
* Peter Hewitt currently holds the position Non-Executive Chairman
The above statistics have been determined internally through the knowledge of the board of directors.
On behalf of the Board
Peter L R Hewitt, KOFO, JP, FCSI, FRSA
Non-executive Chairman
25 April 2025
Companies House Number - 12166417
Blackfinch Spring VCT Annual Report and Financial Statements
59
25 April 2025
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*
-
-
Ethnicity
White British (or any other
white background)
Mixed/Multiple Ethnic Groups
Number of Board Members
2
1
Percentage of Board Members
66.6%
33.3%
Number of Senior Roles
1*
-

Directors’ Report
The Statement of Corporate Governance on pages 64 to 71 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 innovative
growth-stage technology-enabled companies which are on their scale-up journey. 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, Reuben Wilcock, Katrina Tarizzo
and Nicholas Pillow. On 3 September 2024, Reuben Wilcock stepped down from being a director of the Company
following Nicholas Pillow being appointed on the same day. The Company indemnifies its directors and officers
against potential personal losses in the event of litigation arising from the organisation’s vendors, customers or
other parties.
Dividends
Two dividends were distributed in 2024: an interim dividend of 2.5p paid on 26 April, and a final dividend of 2.6p
paid on 13 December. Together they represented 5.0% of the NAV per share at the end of 2023. An interim dividend
of 2.5p per share was announced on 20 January 2025, which is to be paid on 9 May 2025. The ability to pay the
intended dividends may be constrained by, in particular, the existence of realised profits, regulations and the
available cash reserves of the Company and are at the discretion of the Board. Prior to 2024, the Company had not
paid any dividends.
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.
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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 6,945,271 (2023: 4,334,679) shares. There were 46,332,697 (2023: 28,914,136) ordinary
shares in issue at the year end. During the year a total of 17,418,561 (2023: 7,706,903) ordinary shares in the
Company were issued as a result of offers for subscription at an average price of £1.0315 (2023: £0.9289) pence per
share raising £17,966,878 (2023: £7,151,846).
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 and discussed at the board meeting.
Annual General Meeting (“AGM”)
The full Notice of the Annual General Meeting is on pages 120 to 125 of these financial statements.
A resolution is proposed to re-elect Peter Hewitt as a Director of the Company. The Board has chosen not to comply
with the Provision of the UK Corporate Governance Code for the annual re-election of all directors. The Board
believes that given the size and early stage of the Company, annual re-election would be inappropriate. However,
the Board has decided that each of its two independent Directors will stand for re-election every second year with
only one such Director standing in any given year. Nic Pillow, as a non-independent Director is subject to annual
re-election in accordance with the Listing Rules.
The Notice of AGM includes the following resolutions:
• Resolution 7, an ordinary resolution, is proposed to ensure the Directors retain the authority to allot shares in the
Company until the date of the 2026 Annual General Meeting up to an aggregate nominal amount of £500,000
(representing approximately 87 per cent of the issued ordinary share capital of the Company as at 1 April 2025).
• Resolution 8, 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 2026 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 ● shares at the date of the notice of this AGM).
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• Resolution 9, a special resolution, is proposed to empower the Directors to allot shares under the authority
granted by resolution 7 without regard to any rights of pre-emption on the part of the existing shareholders.
• Resolution 10, a special resolution, is proposed to empower the Directors to allot shares under the authority
granted by resolution 8 without regard to any rights of pre-emption on the part of the existing shareholders.
• Resolution 11, 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 2026 Annual General Meeting.
Auditor
A resolution to appoint BDO LLP as auditor of the Company will be proposed at the AGM.
Substantial Shareholdings
With the exception of Transact Nominees Limited which, as at 31 December 2024 held ordinary shares as noted
below, the Company is not aware of any holdings, at 31 December 2024 and as at the date of this report, representing
(directly or indirectly) 3% or more of the voting rights attached to the issued share capital of the Company.
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Name of
shareholder
Transact Nominees Limited
No of ordinary
shares held (‘000)
2,075
% of shares
in issue
4.48
31 December 2024
No of ordinary
shares held (‘000)
1,595
% of shares
in issue
5.51
31 December 2023
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 2024 the Company held cash and liquid balances with a
value of £8,679,034 (2023: £3,734,174). 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.

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Accountability and Audit
The independent auditor’s report is set out on pages 79 to 93 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
114 to 116. Social, environmental and carbon reporting disclosures are included in the Strategic Report.
Events after Reporting Date and Future Development
Significant events which have occurred after the year end are detailed in Note 20 on page 117. 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 L R Hewitt, KOFO, JP, FCSI, FRSA
Non-executive Chairman
25 April 2025
Companies House Number - 12166417

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 Nicholas Pillow,
who as an employee of the Investment Manager is not
considered independent and is therefore 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 standing in any
given year.
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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 are fair, balanced
and understandable and provides the information
necessary for shareholders to assess the Company’s
position, performance, business model and strategy.
The Board
The Board has overall responsibility for the Company’s
affairs, including determining its investment policy and
having overall control, direction, and supervision of the
Investment Manager. The 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 7 to 8.
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.
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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. Nicholas Pillow, 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 she had an interest. The Board does not
consider that length of service will necessarily compromise the independence or effectiveness of Directors and
no limit has been placed on the overall length of service. The Board considers that continuity and experience can
be of significant benefit to the Company and its shareholders. The Board believes that Peter Hewitt and 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 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 2024.
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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 to comprise 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.
Report of the Audit Committee
The Audit Committee (“the Committee) comprises the two independent non-executive Directors, 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 auditor 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:
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25 April 2025
Director
Peter Hewitt
Katrina Tarizzo
Reuben Wilcock*
Nicholas Pillow*
Held
8
8
8
8
Attended
5***
8
6**
3**
Held
4
4
4
4
Attended
3
4
3**
2**
*Neither Reuben Wilcock nor Nicholas Pillow are members of the Audit Committee but they have attended the
Audit Committee meetings.
**Neither Reuben Wilcock nor Nicholas Pillow were able to attend every meeting due to their resignation and
appointment being in September 2024.
*** Peter Hewitt was diagnosed with cancer in April 2024. Operations and recovery over the subsequent 4 months
meant that he was required to miss 3 board meetings and one Audit Committee meeting. He has since made a
full recovery.
Board Meetings Audit Committee Meetings

• 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 2024 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;
• reviewed the external auditor’s terms of engagement, independence and fees;
• 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;
• valuation of investments; and
• 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.
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 57.
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.
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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.
Safeguarding of cash – the Investment Manager has confirmed to the Audit Committee that there is a designated
client money bank account for clients wanting to invest into the Company. There are set mandates detailing who
can withdraw money from these accounts and at which level they need to be authorised. This account is reconciled
daily to ensure all funds are allocated and secure until they are invested into the Company.
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 five
years; in accordance with ethical standards the engagement partner is rotated after at most five years. The current
partner has now served for five years and will be rotated after the current engagement, in line with these standards.
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
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misstatement or loss. The financial controls operated by the Board include the authorisation of the investment
strategy and regular reviews of the results and investment performance.
The Board has delegated contractually to third parties, as set out on pages 45 to 48, 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 the Investment
Manager’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.
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On behalf of the Board
Peter L R Hewitt, KOFO, JP, FCSI, FRSA
Non-executive Chairman
25 April 2025
Companies House Number - 12166417
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Statement
Of Directors’
Responsibilities
The Directors are responsible for preparing the Annual
Report and the Financial Statements in accordance
with UK adopted international accounting standards,
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 UK adopted international accounting
standards. 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.
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Statement
Of Directors’
Responsibilities
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.
Website Publication
The Directors are responsible for ensuring the annual report and the financial
statements are made available on a website, this website is maintained by
the Investment Manager on behalf of the Company. Financial statements are
published on the Company’s website in accordance with legislation in the
United Kingdom governing the preparation and dissemination of financial
statements, which may vary from legislation in other jurisdictions. The
maintenance and integrity of the Company’s website is the responsibility
of the Directors. The Directors’ responsibility also extends to the ongoing
integrity of the financial statements contained therein.
Directors’ Responsibilities pursuant to DTR4
The Directors confirm to the best of their knowledge:
• The financial statements which have been prepared in accordance
with UK Generally Accepted Accounting Practice give a true and fair
view of the assets, liabilities, financial position and profit and loss of
the Company.
• The Annual Report includes a fair review of the development and
performance of the business and the financial position of the Company,
together with a description of the principal risks and uncertainties that
it faces.
The Board considers the annual report and accounts, taken as a whole,
are fair, balanced and understandable and that it provides the necessary
information for shareholders to assess the Company’s performance,
business model and strategy.
On behalf of the Board
Peter L R Hewitt, KOFO, JP, FCSI, FRSA
Non-executive Chairman
25 April 2025
Companies House Number - 12166417
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Directors’ Remuneration Report
Introduction
This report has been prepared in accordance with the requirements of the Companies Act 2006 and The Large
and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (the
“Regulations”). Ordinary resolutions for the approval of the Directors’ Remuneration Policy and the Directors’
Annual Report on remuneration will be put to members at the Company’s AGM to be held on 5 June 2025.
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 79 to 93.
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. During the annual review,
it was discovered that the Director fees being paid were no longer competitive when compared to the market.
These fees had not been increased since 2021. To rectify this, the Directors fees have been increased by 25%.
This aligns the Company with its peers in the market of comparable size and tenure.
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.
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25 April 2025

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.
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 Peter Hewitt), 18 September 2020 (in the case of Reuben
Wilcock), 14 August 2023 (in the case of Katrina Tarizzo) and 3 September 2024 (in the case of Nicholas Pillow)
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. Reuben Wilcock stepped down as a director of the Company
on 3 September 2024. Peter Hewitt is entitled to receive an annual fee of £25,000 (plus VAT if applicable),
Katrina Tarizzo is entitled to receive an annual fee of £22,500 (plus VAT if applicable) and for the services that
were previously provided by Reuben Wilcock and since provided by Nicholas Pillow, Blackfinch Investments
Limited is entitled to receive an annual fee of £15,000 (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 2024 are shown in the
table below.
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Director
Peter Hewitt
Kate Jones**
Katrina Tarizzo
Nicholas Pillow***
Reuben Wilcock
Total
Total annual
fixed fee £
25,000
-
22,500
3,750
11,250
62,500
Total fixed fee for the year
ended 31 December 2024* £
25,000
-
22,500
3,750
11,250
62,500
Total annual
fixed fee £
20,000
18,000
18,000
-
12,000
68,000
Total fixed fee for the year
ended 31 December 2023 £
20,000
11,146
6,923
-
12,000
50,069

* The aggregated amount of NI contribution paid on directors’ remuneration totalled to £842 (2023: £1,209).
Contributions paid on remuneration of Peter Hewitt and Katrina Tarizzo were £Nil, £842 respectively (2023:
£636, £Nil).
** Kate Jones resigned from the Board on 14 August 2023, and Katrina Tarizzo was appointed as a director on 14
August 2023.
*** Reuben Wilcock resigned from the Board on 3 September 2024, and Nicholas Pillow has been appointed as a
director on 3 September 2024.
All fee increases took effect from the 1st of January of the respective year. The fixed fees for Peter Hewitt
increased to £20,000 on 1st January 2021 and then to £25,000 on 1st January 2024. For Katrina Tarizzo, the
fixed fees increased to £22,500 on 1st January 2024.
Annual Absolute and Percentage change in Directors’ remuneration
The following table, which is not an audited disclosure, sets out the annual director fees paid and the absolute
change in Director’s fees including the percentage, 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 2024:
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25 April 2025
Total dividend paid to shareholders
Total repurchase of own shares
Total directors’ fees
2024 (£)
2,205,444
n/a
62,500
2023 (£)
n/a
n/a
50,069
Director’s name
Peter Hewitt
Kate Jones
Katrina Tarizzo
Nicholas Pillow
Reuben Wilcock
Director Fee and %
change for the year
ended 31 December
2024
£25,000 (25%)
-
£22,500 (25%)
£5,821 (nil)
£12,179 (-15.42%)
Director Fee and %
change for the year
ended 31 December
2023
£20,000 (nil)
£11,146 (-38.08%)
£11,146 (nil)
-
£14,400 (nil)
Director Fee and %
change for the year
ended 31 December
2022
£20,000 (0.80%)
£18,000 (nil)
-
-
£14,400 (nil)
Director Fee and %
change for the year
ended 31 December
2021
£19,841 (10.23%)
£18,000 (nil)
-
-
£14,400 (nil)

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Peter Hewitt
Katina Tarizzo
Nicholas Pillow
Reuben Wilcock
Shares held
5,112
-
-
3,330
% of issued
share capital
0.011
-
-
0.007
Shares held
5,087
-
-
3,314
% of issued
share capital
0.018
-
-
0.011
Directors’ shareholdings (Audited)
The Directors who held office at 31 December 2024 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.
Company Performance
31 December 2024 31 December 2023

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 investment management
agreement. The graph above compares the share price total return of the FTSE Small Cap index (this includes
dividends), the Net Asset Value Total Return for the VCT, and the Net Asset Value Total Return for the VCT
inclusive of the initial 30% income tax relief. This is shown for the period from the launch of the VCT. 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. It should be noted that the companies
included within the FTSE Small Cap Index would not be qualifying investments for the VCT.
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 L R Hewitt, KOFO, JP, FCSI, FRSA
Non-executive Chairman
25 April 2025
Companies House Number - 12166417
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25 April 2025

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79
25 April 2025
Independent Auditor’s Report
to the members of Blackfinch Spring VCT plc

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25 April 2025
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 2024 and of its profit for the year then ended;
• have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice;
• 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 2024 which comprise the
Income Statement, the Statement of Changes in Equity, the Balance Sheet,
the Statement of Cash Flows and the notes to the financial statements,
including a summary of significant accounting policies. The financial
reporting framework that has been applied in their preparation is applicable
law and United Kingdom Accounting Standards, including Financial
Reporting Standard 102 The Financial Reporting Standard applicable
in the UK and Republic of Ireland (United Kingdom Generally Accepted
Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (ISAs) (UK) and applicable law. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for
the audit of the financial statements section of our report. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion. Our audit opinion is consistent with the additional
report to the Audit Committee.

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Independence
Following the recommendation of the Audit Committee, we were appointed
by the Board of Directors to audit the financial statements for the year
ended 31 December 2020 and subsequent financial periods. The period of
total uninterrupted engagement including retenders and reappointments
is 5 years, covering the years ended 31 December 2020 to 31 December
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;

2024
2023
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Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the Company’s ability to
continue as a going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
In relation to the Company’s reporting on how it has applied the UK
Corporate Governance Code, we have nothing material to add or draw
attention to in relation to the Directors’ statement in the 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.
Valuation of
unquoted investments
Key audit matters
Company financial statements as a whole
£960,000 (2023: £587,000) based on 2% (2023: 2%)
of Net assets.
Materiality

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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 matter
Valuation of unquoted
investments
(Note 1 and Note 11)
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.
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
financial reporting framework.
• Recalculated the value attributable to the
Company, having regard to the application of
enterprise value across the capital structures of the
investee companies.

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Key audit matter How the scope of our audit addressed the key audit matter
For investments sampled that were valued using less
subjective valuation techniques (cost or price of recent
investment including milestone) we:
• Verified the cost or price of recent investment to
supporting documentation.
• Considered whether the investment was an arm’s
length transaction through reviewing the parties
involved in the transactions and considering
whether or not they were already investors of the
investee company.
• Considered whether there were any indications that
the cost or price of recent investment were 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.
• Considered whether the cost or price of recent
investment is supported by alternative valuation
techniques.
• For pre-revenue or startup investee companies, we
assessed their performance against established
milestones by reviewing their board reports or
progress updates.
For investments sampled that are valued using
more subjective techniques (revenue multiples and
probability weighted expected return) 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;

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Key audit matter How the scope of our audit addressed the key audit matter
• 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 multiple applied in arriving
at the valuations adopted by obtaining independent
multiples and performing sensitivity analysis on the
investment valuations.
Where appropriate, we performed a sensitivity analysis
by developing our own point estimate where we
considered that alternative input assumptions could
reasonably have been applied and we considered the
overall impact of such sensitivities on the portfolio of
investments in determining whether the valuations as a
whole are reasonable and free from bias.
Key observations
Based on the procedures performed we consider the
investment valuations to be appropriate considering the
level of estimation uncertainty.

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Our application of materiality
We apply the concept of materiality both in planning and performing
our audit, and in evaluating the effect of misstatements. We consider
materiality to be the magnitude by which misstatements, including
omissions, could influence the economic decisions of reasonable users that
are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any
misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the
financial statements as a whole and performance materiality as follows:
Materiality
Basis for determining materiality
Rationale for the benchmark applied
Performance materiality
Basis for determining
performance materiality
Rationale for the percentage applied
for performance materiality
Company Financial statements
2024 £’000
960
720
Company Financial statements
2023 £’000
587
440
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 (2023: 75% of Materiality)
The level of performance materiality applied was set after having considered
a number of factors including the expected total value of known and likely
misstatements and the level of transactions in the year.
2% of Net assets (2023: 2% of Net assets)

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Reporting threshold
We agreed with the Audit Committee that we would report to them all
individual audit differences in excess of £48,000 (2023: £29,000). We
also agreed to report differences below this threshold that, in our view,
warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other
information comprises the information included in the Annual Report and
Financial Statements other than the financial statements and our auditor’s
report thereon. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in
our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements, or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we
are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The Listing Rules require us to review the Directors’ statement in relation
to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Company’s compliance with the
provisions of the UK 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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Going concern and
longer-term viability
Other Code provisions
• The Directors’ statement with regards to the appropriateness of adopting
the going concern basis of accounting and any material uncertainties
identified; and
• The Directors’ explanation as to their assessment of the Company’s
prospects, the period this assessment covers and why the period is
appropriate.
• Directors’ statement on fair, balanced and understandable;
• Board’s confirmation that it has carried out a robust assessment of the
emerging and principal risks;
• The section of the annual report that describes the review of effectiveness
of risk management and internal control systems; and
• The section describing the work of the Audit Committee.

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Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during
the course of the audit, we are required by the Companies Act 2006 and ISAs
(UK) to report on certain opinions and matters as described below.
Strategic report and
Directors’ report
Directors’ remuneration
Matters on which we are
required to report by exception
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report
for the financial year for which the financial statements are prepared is
consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in
accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its
environment obtained in the course of the audit, we have not identified material
misstatements in the strategic report or the Directors’ report.
In our opinion, the part of the Directors’ remuneration report to be audited has
been properly prepared in accordance with the Companies Act 2006.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequate for
our audit have not been received from branches not visited by us; or
• the financial statements and the part of the Directors’ remuneration
report to be audited are not in agreement with the accounting records and
returns; or
• certain disclosures of Directors’ remuneration specified by law are not
made; or
• we have not received all the information and explanations we require for
our audit.

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Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, the
Directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the Directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due
to fraud or error.
In preparing the financial statements, the Directors are responsible for
assessing the Company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going
concern basis of accounting unless the Directors either intend to liquidate
the Company or to cease operations, or have no realistic alternative but to
do so.
Auditor’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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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; and
• Obtaining and understanding of the Company’s policies and
procedures regarding compliance with laws and regulations;
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
February 2018 with consequential amendments and the applicable
financial reporting framework. We also considered the Company’s
qualification as a VCT under UK tax legislation.
Fraud
We assessed the susceptibility of the financial statement to material
misstatement including fraud.
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.

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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 control, 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.
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
25 April 2025
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
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Income Statement
for the year ended 31 December 2024
Blackfinch Spring VCT Annual Report and Financial Statements
94
Gain on unquoted investments held at fair value
Gain on quoted investments held at fair value
Investment Manager’s fee
Other expenses
(Loss)/profit before taxation
Taxation
(Loss)/profit attributable to equity shareholders
Return per Ordinary shares (pence)
Note
11
11
7
8
9
10
Revenue
£’000
-
17
(266)
(504)
(753)
-
(753)
(1.91)
Capital
£’000
4,612
-
(799)
-
3,813
-
3,813
9.68
Total
£’000
4,612
17
(1,065)
(504)
3,060
-
3,060
7.77
25 April 2025
Financial Statements

for the year ended 31 December 2023
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95
Gain on unquoted investments held at fair value
Investment Manager’s fee
Other expenses
(Loss)/profit before taxation
Taxation
(Loss)/profit attributable to equity shareholders
Return per Ordinary shares (pence)
25 April 2025
Income Statement
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
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 101 to 118 are an integral part of the financial statements.

Statement of Changes in Equity
for the year ended 31 December 2024
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96
Opening balance as
at 1 January 2024
Total comprehensive
income for the period
Contributions by and
distributions to owners:
Shares issued
Share issue expenses
Dividends paid
Closing balance as at
31 December 2024
Called up share
capital £’000
Share premium
£’000
25 April 2025
Capital reserve
£’000
Capital reserve
£’000
Revenue reserve
£’000
Total reserves
£’000
Non-distributable reserves Distributable reserves Total
289
-
174
-
-
463
1,288
-
17,793
(173)
-
18,908
5,481
4,612
-
-
-
10,093
23,667
(799)
-
-
(2,205)
20,663
(1,366)
(753)
-
-
-
(2,119)
29,359
3,060
17,967
(173)
(2,205)
48,008
For the year ending 31 December 2024, the distributable reserves available totalled £18,543,858
(2023: £21,300,860).

Statement of Changes in Equity
for the year ended 31 December 2023
Blackfinch Spring VCT Annual Report and Financial Statements
97
25 April 2025
The notes on pages 101 to 118 are an integral part of the
financial statements.
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
Share premium
£’000
Capital reserve
£’000
Capital reserve
£’000
Revenue reserve
£’000
Total reserves
£’000
Non-distributable reserves Distributable reserves Total
212
-
77
-
-
289
19,556
-
7,075
(64)
(25,279)
1,288
1,610
3,871
-
-
-
5,481
(1,103)
(509)
-
-
25,279
23,667
(1,008)
(358)
-
-
-
(1,366)
19,267
3,004
7,152
(64)
-
29,359

Balance Sheet
as at 31 December 2024
Blackfinch Spring VCT Annual Report and Financial Statements
98
Fixed assets
Investments
Current assets
Debtors
Cash and cash equivalents
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 2024
£’000
44,766
10
3,679
3,689
(447)
3,242
48,008
463
18,908
30,756
(2,119)
48,008
103.62
The Financial Statements were approved by the Directors and authorised for issue on 25 April 2025 and signed on
their behalf by:
Peter LR Hewitt, KOFOS, JP, FCSI, FRSA
Non-executive Chairman
25 April 2025
Companies House Number - 12166417
The notes on pages 101 to 118 are an integral part of the financial statements.
25 April 2025
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

Statement of Cash Flow
for the year ended 31 December 2024
Blackfinch Spring VCT Annual Report and Financial Statements
99
Operating activities
Profit before taxation for the period
Net gain on unquoted investments
Net gain on quoted investments
Decrease/(increase) in debtors
Increase in creditors
Net cash outflow from operating activities
Cash flows from investing activities
Purchase of unquoted investments
Purchase of quoted investments (Money Market Funds)
Net cash outflow from investing activities
Net cash outflow before financing
Cash flows from financing activities
Proceeds from share issues
Share issue costs
Dividends paid
Net cash inflow from financing activities
(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
Year ended 31 Dec 2024
£’000
3,060
(4,612)
(17)
200
104
(1,265)
(9,379)
(5,000)
(14,379)
(15,644)
17,628*
(173)
(1,866)**
15,589
(55)
3,734
3,679
The notes on pages 101 to 118 are an integral part of the financial statements.
25 April 2025
Notes
11
11
11
11
Year ended 31 Dec 2023
£’000
3,004
(3,871)
-
(208)
139
(936)
(5,103)
-
(5,103)
(6,039)
7,152
(64)
-
7,088
1,049
2,685
3,734

* This figure excludes the proceeds from those shares issued as part of the Dividend Reinvestment Scheme
(“DRIS”). The total proceeds from share issues including the DRIS totals £17.967m.
** This figure excludes dividends paid and reinvested under the DRIS. If such dividends were included, then the
total dividends paid in the year total £2.205m.
The notes on pages 101 to 118 are an integral part of the financial statements.
Blackfinch Spring VCT Annual Report and Financial Statements
100
25 April 2025

Notes To The Financial Statements
1. Company information
The Company is a Public Limited Company limited by shares, 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 ability to continue as a going concern and is
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 2024 the Company held cash and liquid balances with a value
of £8,679,034 (2023: £3,734,174). 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.
Blackfinch Spring VCT Annual Report and Financial Statements
101
25 April 2025

Blackfinch Spring VCT Annual Report and Financial Statements
102
4. Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of business, being investment
business.
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. Fair
value is determined through such measures as revenue multiples and recent transactions which aligns with the
International Private Equity and Venture Capital (IPEV) Valuation Guidelines. 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 page 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 held quoted investments (Money Market Funds) during the reporting period. The Money
Market Funds fair value is established by reference to last market prices at the close of business on the
balance sheet.
Investments in unquoted 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 three 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:
25 April 2025

Blackfinch Spring VCT Annual Report and Financial Statements
103
a) an earnings multiple basis. The shares may be valued by applying a suitable price-earnings ratio
to that company’s historical, current, or forecast post-tax earnings before interest and amortisation,
or to the revenues (the ratio used being based on a comparable sector but the resulting value being
adjusted to reflect points of difference identified by the Investment Manager compared with the
sector including, inter alia, a lack of marketability); or
b) an assessment of other relevant, objective evidence.
(iii) Where an earnings multiple or other objective evidence is not appropriate and overriding factors apply,
discounted cash flow or net asset valuation bases may be applied.
b. Expenses
All expenses are accounted for on an accruals basis. In respect of analysis between revenue and capital items
presented within the income statement, all expenses have been accounted for as revenue except as follows:
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 column of
the Company’s Income Statement.
c. Financial instruments
The Company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12
‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
The Company’s financial instruments comprise its investment portfolio, cash balances and most debtors and
creditors. These financial assets and financial liabilities are carried either at fair value or, in the case of debtors,
creditors and cash, using 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.
25 April 2025

Blackfinch Spring VCT Annual Report and Financial Statements
104
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 are charged to capital 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.
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.
25 April 2025

Blackfinch Spring VCT Annual Report and Financial Statements
105
25 April 2025
Capital £’000
491
Total £’000
655
Blackfinch Investments
Limited
Revenue £’000
266
Capital £’000
799
Total £’000
1,065
Revenue £’000
164
Blackfinch Investments Limited has been appointed as the Company’s Investment Manager. As per the
agreement on pages 45 to 46, this fee is an annual fee equal to 2.5% of the prevailing Net Asset Value (plus VAT
if applicable) payable quarterly in arrears. The investment agreement permits the Investment Manager to
charge portfolio companies arrangement, syndication and monitoring fees, and to recover from them costs
incurred from investing in them, including professional, legal, technical, consultancy and accountancy fees.
With approval from the Company, the Investment Manager may also charge portfolio companies additional
fees for certain corporate activities, including mergers, scheme of arrangements, share class consolidations,
dividend schemes, balance sheet reconstructions and any other similar activities.
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 35 to 41.
Year ended 31 December 2024 Year ended 31 December 2023
7. Investment Manager’s fee

Blackfinch Spring VCT Annual Report and Financial Statements
106
Directors’ remuneration fees
Administration fees
Registrars and receiving agent fee
Auditor’s remuneration – audit of Statutory Financial Statements
Other professional fees
Other costs
Irrecoverable VAT
VAT recoverable from Blackfinch Investments Limited – prior years
25 April 2025
Revenue
£’000
67
128
36
65
135
1
72
-
504
Capital
£’000
-
-
-
-
-
-
-
-
-
8. Other expenses
Revenue
£’000
53
79
23
58
58
1
130
(208)
194
Capital
£’000
-
-
-
-
18
-
-
-
18
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 page 74 .
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)
£’000
-
-
-
-
-
-
£’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.
Year ended
31 December 2024
Year ended
31 December 2023
2024 2023

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 £999,359
(2023: £607,096) based on losses carried forward of £3,997,435 (2023: £2,428,384). This is calculated using a
corporation tax rate of 25% (2023: 25%) which is the rate at which it is deemed that any losses would be utilised.
Blackfinch Spring VCT Annual Report and Financial Statements
107
25 April 2025
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 2024.
Revenue
Capital
Total
Earnings per
share pence
(1.91)
9.68
7.77
Net (loss) /
profit £’000
(753)
3,813
3,060
Weighted
average
shares ’000
39,396
39,396
39,396
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
10. Return per share
Profit on ordinary activities before taxation
Effect of:
Profit before taxation multiplied by average rate
of corporation tax in UK of 25% (2023: 23.52%)
Effect of non-taxable (gains)
Effect of timing difference loss not recognised
carried forward
Tax charge for the year (Note 9a)
£’000
3,004
707
(911)
204
-
£’000
3,060
765
(1,157)
392
-
b) Factors affecting tax charge for the year
2024 2023
2024 2023

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 qualifying investments classified in this category. The money market funds, which are non-
qualifying investments, would be classified in this category.
Blackfinch Spring VCT Annual Report and Financial Statements
108
25 April 2025
Opening valuation at 1 January 2024
Opening cost
Valuation gains to qualifying holdings
Realised losses
Opening fair value at 1 January 2024
Movements in the year:
Purchased at cost
Valuation gains to qualifying holdings
Valuation gains to non-qualifying holdings
Total movements in period
Closing valuation at 31 December 2024:
Closing cost
Valuations gains to qualifying holdings
Realised losses
Valuation gains to non-qualifying holdings
Closing fair value at 31 December 2024
Unquoted investments £
20,827
5,481
(550)
25,758
9,379
4,612
-
13,991
30,206
10,093
(550)
-
39,749
11. Investments
Movements in investments during the period are summarised as follow:
Notes
16
Money Market Funds £
-
-
-
-
5,000
-
17
5,017
5,000
-
-
17
5,017
Total
20,827
5,481
(550)
25,758
14,379
4,612
17
19,008
35,206
10,093
(550)
17
44,766

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 qualifying investments fall into this category at 31 December 2024.
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.
One investment is valued on a weighted probability basis, reflecting the probabilities of different outcomes with
materially different valuations. One investment is valued on a milestone basis, this is an assessment on how the
company is meeting R&D milestones rather than a revenue basis. The overall value of investments according to
these different methods is shown in the table below.
Valuation methodology
Cost
Revenue multiple
Recent Investment
Probability Weighted Expected Return
Milestone
Total value of investments £ ’000
1,366
19,718
17,928
260
475
Blackfinch Spring VCT Annual Report and Financial Statements
109
25 April 2025
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. The probability weighted expected return method is assessed by the Investment Managers valuation
committee and takes account of risks to the business. The milestones applied to any company valued by the
Milestone methodology are reviewed and assessed in conjunction with business progress. The milestones
imposed are unique to the individual company and apply to a business that has a high percentage of Research &
Development. 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
4.8 – 28.1
8.1
(50%) – 140%
(17)%
4.7 – 15.1
7.1
(10%) – 175%
35%
The aggregate effect of these impacts could be to increase the value of the Company’s unquoted investments
by £4.09m (9%) (2023: £2.95m, 14.5%) based on the +1x increase or increase it by £1.69m (4%) (2023: £2.32m,
11.5%) based on the -1x decrease taking account of the downside protection. 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.
The amendment to the upper end of the Revenue Multiple range is driven by a single investment holding, Quin AI.
The initial investment into Quin AI was made in December 2023, with a premium of 58.27. This is not reflected in the
2023 range above as this would have been held at cost during the previous annual report. While the stated range
has increased, accounting for Quin AI, the actual range for the Revenue Multiples has decreased since 2023.
The amendment to the Premium (Discount) range used is driven by the amendment to the comparable public
companies used within the revenue multiple methodology.
Blackfinch Spring VCT Annual Report and Financial Statements
110
25 April 2025
Valuation methodology
Revenue multiple
Recent Investment
Input modified
Reference public
revenue multiple
Revenue Multiple
Increase to input
+1x
-1x
Change of input
Change in fair value of
investments £ ‘000
1,239
(1,164)
2,854
Increase in NAV
per share
2.67p
(2.52p)
6.16p
31 December 2024 31 December 2023

Blackfinch Spring VCT Annual Report and Financial Statements
111
25 April 2025
Investment
Beings Beam Ltd
Brooklyn Supply Chain Solutions Ltd
Client Share Ltd
Cogniss Holdings Ltd
Collectivetech Ltd
Cultureshift Communications Ltd
Currensea Ltd
Cyclr Systems Ltd
Edozo Ltd
GT Green Technologies Ltd
Illuma Technology Ltd
Kelp Industries Ltd
Kokoon Technology Ltd
Lstn Inc.
Measure Protocol Ltd
Oculo Technologies Ltd
Odore Ltd
Placed Recruitment Ltd
Polished Rock Ltd
Quin AI Limited
Recruitment Smart Technologies Ltd
Spotless Water Ltd
Staffcircle Ltd
Startpulsing Ltd
Supercritical Solutions Ltd
Tangle Software Inc.
Teamed Ltd
Tended Ltd
Transreport Ltd
Up Learn Ltd
Watchmycompetitor.com Ltd
What Matters Now Ltd
Total Equity held by Blackfinch EIS Portfolios (%)
10.32%
22.56%
18.38%
8.77%
8.09%
11.18%
1.86%
16.82%
19.61%
2.77%
6.76%
4.11%
12.51%
5.36%
8.48%
5.31%
3.06%
8.58%
32.69%
12.38%
7.47%
7.28%
35.44%
20.92%
0.00%
11.17%
6.98%
35.01%
7.59%
3.50%
5.95%
4.81%
Equity held by the Company (%)
4.13%
12.24%
9.75%
5.26%
7.78%
12.74%
5.77%
8.68%
4.22%
4.70%
10.87%
3.80%
4.73%
8.71%
4.36%
16.26%
5.78%
3.68%
7.50%
5.30%
17.07%
3.27%
13.80%
15.29%
2.94%
10.73%
14.60%
14.74%
4.87%
3.80%
10.98%
4.81%
12. Significant interest

Blackfinch Spring VCT Annual Report and Financial Statements
112
25 April 2025
The voting rights attributed to each company match the issued shareholdings detailed above apart from the
following companies:
Oculo Technologies Ltd
• Voting rights held by Blackfinch EIS Portfolios: 5.32%
• Voting rights held by the Company: 16.30%
Recruitment Smart Technologies Ltd
• Voting rights held by Blackfinch EIS Portfolios: 4.29%
• Voting rights held by the Company: 9.80%
Details of holdings may be found in the Investment Manager’s Review and Investment Portfolio on pages 13 to 14.
13. Debtors
14. Creditors
15. Called up share capital
During the year, the Company issued 17,418,561 (2023: 7,706,903) Ordinary shares for consideration of
£17,966,878 (2023: £7,151,846).
Amounts falling due within one year:
Prepayments
Other debtors
£’000
2
208
210
£’000
10
-
10
Amounts falling due within one year:
Trade creditors
Accruals
£’000
43
300
343
£’000
16
431
447
2024 2023
2024 2023

Blackfinch Spring VCT Annual Report and Financial Statements
113
25 April 2025
Ordinary shares (1p shares)
Allotted, issued, and fully paid during the period:
Ordinary shares
Total
Number ‘000
46,333
46,333
£‘000
463
463
Number ‘000
28,914
28,914
£‘000
289
289
2024 2024 2023 2023
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 2024 there were total realised losses of £550,000 (2023: £550,000), and
unrealised gains of £10,093,199 (2023: £5,481,218).
Revenue reserve includes all retained profits and losses. The balance on the account is distributable.
The Company declared and paid two dividends in 2024, the first in April 2024 and the second in December 2024.
The dividend rates totalled 5.1 pence per share for shareholders. This equated to £2,205,444 being paid. These
dividends were facilitated from the capital reserves.
17. Net Asset Value per Ordinary Share
Ordinary share
NAV per
share pence
103.62
Net assets
£’000
48,008
Ordinary
shares ’000
46,333
NAV per
share pence
101.54
Net assets
£’000
29,359
Ordinary
shares ’000
28,914
2024 2023

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 categories of financial instruments at 31 December 2024:
Blackfinch Investments Limited reviews the value of the investments in the Blackfinch Spring VCT plc 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.
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Assets at fair value through profit or loss:
Equity investments
Money Market Funds
Assets measured at amortised cost:
Cash and cash equivalents
Other debtors
Liabilities measured at amortised cost:
Creditors
Accruals
Fair value/ Amortised Cost £’000
39,749
5,017
3,679
-
(16)
(431)
47,998
Fair value/ Amortised Cost £’000
25,758
-
3,734
208
(43)
(300)
29,357
2024 2023

However, the C
ompany would expect to switch to an earnings multiple when an investment has achieved the scale
required for consistent profitability.
In the valuation models and calibration exercise, comparable trading multiples are selected, based on the most
relevant combination of sector, size, growth rate, developmental stage, and strategy. The multiple for each
company is calculated by dividing the enterprise value of the comparable by its revenue or earnings as appropriate,
and adjusting for other considerations such as illiquidity, growth-rate, territories served, and other company
specific circumstances.
Further details of the bases on which financial instruments, including investments, are held may be found in
Notes 11.
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 2024, cash held by the Company was held by the Lloyds Bank which had a Standard & Poor’s
long-term credit rating of A+. 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 has exposure to interest rate risk via the investments in Money Market Funds (MMFs). Although
rising interest rates can increase the yield earned, this can also cause the capital value of the investments to fall.
The Company is exposed to interest rate risk through its investments in MMFs. While rising interest rates can
enhance yields, they may also lead to a decline in the capital value of existing investments. The potential impact to
Portfolio Companies of interest rates is kept under review by the Investment Manager. As the investments into the
MMFs were made in December 2024, for this financial year, the Investment Manager believes there was no
interest rate risk incurred by the funds within the year. There are periodic reviews scheduled for the MMFs moving
forward.
Counterparty risk
The Company is exposed to counterparty risk through its investments in MMFs, as these funds rely on the
creditworthiness and stability of financial institutions managing them. A counterparty default or financial distress
could impact the liquidity and capital preservation of the Company. To mitigate this risk, the Company diversifies
across more than one institution for MMFs.
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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 £11.9m and 25.74p per share respectively. Such a drop is considered to be an appropriate
illustration given historical volatility and market expectations of future performance.
Liquidity risk
The Company’s financial instruments include investments in unquoted 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. Dividends will
be subject to the existence of realised profits, legislative requirements, and the available cash reserves of the
Company. All dividends paid in 2024 were facilitated by the cancellation of the share premium in 2023.
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20. Post Balance Sheet Events
Non-adjusting event
Despite the significant movements within the financial markets, it has been considered and it is not thought
to have had a material impact on the valuations. Further information regarding this can be found within the
Investment Manager's Review on page 10.
Since 31st December 2024 the Company has completed the following additional investment transactions:
• investment of £500,000 in Beings Beam Ltd;
• investment of £300,000 in Cogniss Holdings Ltd;
• investment of £590,000 in Collectivetech Limited;
• investment of £300,000 in Edozo Limited;
• investment of £980,000 in GT Green Technologies Ltd;
• investment of £280,000 in H2CHP Limited;
• investment of £800,000 in LSTN Inc;
• investment of £1,300,000 in Measure Protocol Limited;
• investment of £1,561,925 in Minimal X Limited;
• investment of £1,500,000 in Neuranics Limited;
• investment of £850,000 in Oculo Technologies Ltd;
• investment of £600,000 in Placed Recruitment Limited;
• investment of £200,000 in Polished Rock Ltd;
• investment of £380,000 in Tangle Software Incorporated;
• investment of £850,000 in Tended Ltd; and
• investment of £720,000 in What Matters Now Limited.
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 at the end of each year. 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 2.77% of the total Net Asset Value as at 31 December 2024
(2023: 2.03%).
There were no other contingencies or guarantees as at 31 December 2024 (2023: none).
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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 45 to 48.
Blackfinch Investments Limited also acts as a promoter for the VCT offers. In the year 2024 the Company was
charged total amount of £172,748 for those services (2023: £63,819).
The remuneration and shareholdings of the Directors, who are key management personnel of the Company, are
disclosed in the Directors’ Remuneration Report on pages 74 to 78.
23. Geographical Analysis
The operation of the Company is wholly in the United Kingdom.
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Directors and Advisers
Directors (all non-executive)
Peter Lionel Raleigh Hewitt (Chairman)
Katrina Tarizzo
Nicholas Pillow (appointed 3 September 2024)
Reuben Wilcock (resigned 3 September 2024)
All of:
Registered Office at
1350-1360 Montpellier Court
Gloucester Business Park, Brockworth,
Gloucester, Gloucestershire, GL3 4AH
Secretary
The City Partnership (UK) Limited
The Mending Rooms
Park Valley Mills, Meltham Road
Huddersfield,
HD4 7BH
VCT Tax Adviser
Philip Hare & Associates LLP
Bridge House,
181 Queen Victoria Street,
City of London,
EC4V 4EG
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
The City Partnership (UK) Limited
The Mending Rooms
Park Valley Mills, Meltham Road
Huddersfield, HD4 7BH
01484 240 910
Investment Manager, Promoter,
Receiving Agent and Administrator
Blackfinch Investments Limited
1350-1360 Montpellier Court
Gloucester Business Park, Brockworth,
Gloucester, Gloucestershire, GL3 4AH
01452 717 070

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
5 June 2025 at 11.00am for the purposes of considering and, if thought fit, passing the following
resolutions, resolutions 1 to 8 as ordinary resolutions and resolutions 9 and 11 as special resolutions:
It is the Board’s opinion that all resolutions are in the best interests of shareholders as a whole and the Board
recommends that shareholders should vote in favour of all resolutions. Any shareholder who is in doubt as to
what action to take should consult an appropriate independent financial adviser authorised under the Financial
Services and Markets Act 2000.
If you have sold or transferred all your shares in the Company, please forward this document to the purchaser,
transferee, stockbroker or other agent through whom the sale or transfer was effected, for transmission to the
purchaser or transferee.
The Board encourages those who are unable to attend to submit questions on either the Company or the portfolio
to the Board via email to registrars@city.uk.com by 29 May 2025, being one week prior to the date of the AGM.
Answers will be published on the Company’s website at the time of the AGM.
Ordinary Resolutions
1. To receive the Directors’ Report and Financial Statements of the Company for the financial year ended 31
December 2024 together with the Independent Auditor’s Report thereon.
2. That the Directors’ Remuneration Report for the year ended 31 December 2024 be approved other than the
part of such report containing the Directors’ Remuneration Policy.
3. To appoint BDO LLP as auditor of the Company from the conclusion of the AGM until the conclusion of the next
AGM of the Company to be held in 2026 at which financial statements are laid before the Company.
4. To authorise the Company’s directors (“Directors”) to fix the remuneration of the auditor.
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5. To re-elect Peter Hewitt as a director of the Company.
6. To elect Nicholas Pillow as a director of the Company.
7. That, the Directors be and hereby are generally and unconditionally authorised in accordance with Section
551 of the Companies Act 2006 (the “Act”) to exercise all of the powers of the Company to allot ordinary
shares of 1 pence each in the capital of the Company ( “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
87% of the issued share capital of the Company as at 1 April 2025, being the latest practical date prior to
publication of this document, provided that the authority conferred by this Resolution 7 shall expire at the
conclusion of the Company’s next annual general meeting or on the expiry of fifteen months following the
passing of this Resolution 7, whichever is the later (unless previously renewed, varied or revoked by the
Company in general meeting).
8. That, in accordance with article 34 of the Company’s articles of association (the “Articles”) and in addition to
existing authorities, the Directors be and are hereby generally and unconditionally authorised in accordance
with section 551 of 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 on 6
June 2024 and in connection with any dividend declared or paid in the period commencing on the date of
this Resolution 8 and ending on the later of the date of the Company’s next annual general meeting or the
date falling 15 months after the date of the passing of this Resolution 8 (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 6m Shares at the date of this notice).
Special Resolutions
9. 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 7 above as if Section 561(1) of the Act did not apply to such allotments, provided that the power
provided by this Resolution 9 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 9, 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.
10. 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 8 above as if section 561 of the Act did not apply to any such
allotment, and so that:
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a. Reference to allotment of equity securities in this Resolution 10 shall be construed in accordance with
section 560 of the Act; and
b. The power conferred by this Resolution 10 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 10, 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.
11. 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:
11.1 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 9m shares);
11.2 the minimum price which may be paid for a Share is their nominal value;
11.3 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
11.4 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 11 or on the expiry of fifteen
months from the passing of this Resolution 11, 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.
Notes
Entitlement to vote
The right to vote at the Annual General Meeting is determined by reference to the register of members 48 hours
before the time of the Annual General Meeting. Accordingly, to be entitled to vote, Shareholders must be entered in
the register of members by close of business on 3 June 2025.
Appointment of proxies
1. As a member of the Company, you are entitled to appoint a proxy to exercise all or any of your rights to attend,
speak and vote at the Annual General Meeting. For this purpose, you may use the Form of Proxy which will
have been sent to you unless you opted for electronic communications. As an alternative to completing the
hard copy Form of Proxy, Shareholders can appoint a proxy electronically on-line, as explained below.
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If you opted for electronic communications, then you will have been sent an email which includes information
on how to appoint a proxy electronically on-line. You can only appoint a proxy using the procedures set out in
these notes.
2. A proxy does not need to be a member of the Company. Details of how to appoint the Chair of the meeting or
another person as your proxy using the Form of Proxy are set out in these notes.
3. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different
shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint
more than one proxy, please complete a Form of Proxy for each proxy specifying which of your shares the
proxy will be acting in respect of.
4. If you do not give your proxy an indication of how to vote on the resolutions, your proxy will vote or abstain from
voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to
any other matter which is put before the meeting.
Appointment of proxy using hard copy Form of Proxy
5. These notes explain how to direct your proxy to vote on the resolutions or withhold their vote.
To appoint a proxy using the Form of Proxy, the form must be:
• completed and signed;
• sent or delivered to The City Partnership (UK) Limited, The Mending Rooms, Park Valley House, Park Valley
Mills, Meltham Road, Huddersfield HD4 7BH; and
• received by The City Partnership (UK) Limited no later than 11.00 a.m. on 3 June 2025 in respect of the Annual
General Meeting or, if the meeting is adjourned, by no later than 48 hours prior to the adjourned Annual
General Meeting.
In the case of a member which is a company, the Form of Proxy must be executed under its common seal or signed
on its behalf by an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the Form of Proxy is signed (or a duly certified copy of
such power or authority) must be included with the Form of Proxy.
Electronic appointment of proxies
6. As an alternative to completing the hard copy Form of Proxy, you can appoint a proxy electronically
by accessing the ’Vote Here’ button/link on the Company’s website: blackfinch.investments/vct/.
You will need your City Investor Number (CIN) and your Access Code which may be found either on
the Form of Proxy or in the email sent to you.
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For an electronic proxy appointment to be valid, your appointment must be received by The City Partnership (UK)
Limited no later than 48 hours prior to the time of the meeting, i.e. by 11.00 a.m. on 3 June 2025.
Appointment of proxy by joint members
7. In the case of joint shareholders, where more than one of the joint holders purports to appoint a proxy, only the
appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which
the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first
named being the most senior).
Changing proxy instructions
8. To change your proxy instructions simply submit a new proxy appointment using the methods set out above.
Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended
instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
Where you have appointed a proxy using the hard copy Form of Proxy and would like to change the instructions
using another hard copy Form of Proxy, please contact The City Partnership (UK) Limited, The Mending Rooms,
Park Valley House, Park Valley Mills, Meltham Road, Huddersfield HD4 7BH.
If you submit more than one valid proxy appointment, the appointment received last before the latest time for
the receipt of proxies will take precedence.
Termination of proxy appointments
9. In order to revoke a proxy instruction you will need to inform the Company using one ofthe following methods:
• By sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to The
City Partnership (UK) Limited, The Mending Rooms, Park Valley House, Park Valley Mills, Meltham Road,
Huddersfield HD4 7BH. In the case of a member which is a company, the revocation notice must be executed
under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any
power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of
such power or authority) must be included with the revocation notice.
• By sending an e-mail to proxies@city.uk.com with a signed revocation attached to the email such that the
revocation would have been valid had it been sent by ordinary mail. This email address should not be used for
any other purpose unless expressly stated.
• By amending your proxy vote online by accessing the ‘Vote Here’ button/link on the Company’s website:
blackfinch.investments/vct/
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Whichever method is used, the revocation notice must be received by the Company no later than 11.00 a.m. on 3
June 2025 in respect of the Annual General Meeting or, if the meeting is adjourned, by no later than 48 hours prior
to the adjourned Annual General Meeting.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified then,
subject to the paragraph directly below, your proxy appointment will remain valid.
Communication
10. Except as provided above, members who have general queries about the meeting should contact the Company
Secretary by post at The City Partnership (UK) Limited, The Mending Rooms, Park Valley House,
Park Valley Mills, Meltham Road, Huddersfield HD4 7BH, or by email at enquiries@city.uk.com (no other methods
of communication will be accepted).
You may not use any electronic address provided either:
• in the notice of the Annual General Meeting; or
• any related documents (including the Form of Proxy),
to communicate with the Company for any purposes other than those expressly stated.
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IMPORTANT INFORMATION
Capital at Risk. Blackfinch Spring VCT Plc, 1350-1360 Montpellier Court, Gloucester Business Park,
Gloucester, GL3 4AH. Registered company in England and Wales Company no. 12166417.