Blackfinch Spring VCT plc
Annual Report and Financial Statements
for the year ended 31 December 2025
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
33
59
63
70
Contents
20 April 2026
72
77
94
96
98
99
101
119
122

Blackfinch Spring VCT Annual Report and Financial Statements
3
20 April 2026
Highlights
Offer for Subscription
In the year ended 31 December 2025, the Blackfinch Spring VCT plc’s (“the
Company”) offers for subscription raised £26,874,128 (2024: £17,966,878),
with the issue of 26,321,859 (2024: 17,418,561) shares.
Investments
The Company made 23 (2024: 22) qualifying investments in the period, at a cost
of £17.4m (2024: £9.4m), adding 8 (2024: 7) new companies to its portfolio which
now stands at 39 (2024: 32). There was an unrealised loss of £1.9m (2024: gain of
£4.6m) on qualifying investments in the year, including a realised loss of £0.5m
(2024: £0) on the full disposal of one investment. The total value of qualifying
investments at the end of the period was £55.2m (2024: £39.7m). While the overall
value of the qualifying holdings increased, the portfolio value on a like-for-like basis
(excluding additions) declined during the period. The Company also held non-
qualifying investments of between £3.5m and £7.0m in two money-market funds
(2024: £0–£5.0m), which made a return of £0.3m in the year (2024: £0.02m).
Total Return
The combination of the decrease in NAV per share and dividends paid represented
a reduction in value of 5.56p per share over the period; equating to a 5.4% decrease
in NAV total return in the year. The three-year NAV total return is 13.5%.
Dividends
Two dividends were distributed in 2025: an interim of 2.5p paid on 9 May, and an
interim of 2.7p paid on 8 August. Together they represented 5.0% of the NAV per
share at the end of 2024. As the Company has not generated 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 26 January 2026, which is
to be paid on 15 May 2026.
Net Asset Value (“NAV”) Movement
The NAV per share decreased by 10.4% from 103.62p to 92.86p, driven by dividend
payments and a reduction in the value of unlisted investments.

Blackfinch Spring VCT Annual Report and Financial Statements
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20 April 2026
Summary
Data
Net asset value (£‘000)
Shares in issue (‘000)
Dividends paid
NAV per ordinary share
Share price as per the London Stock Exchange
(mid-price)
Year ended
31/12/2025
66,828
71,963
5.2p
92.86p
92.00p
Year ended
31/12/2024
48,008
46,333
5.1p
103.62p
96.50p
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.

Blackfinch Spring VCT Annual Report and Financial Statements
5
Chairman’s
Statement
I am pleased to be writing to Shareholders to present the
sixth Annual Report and Financial Statements for the
Blackfinch Spring VCT plc for the year ended 31 December
2025. It was a positive period despite the volatility of market
valuations for investee companies, marked by strong
fundraising, continued portfolio expansion and diversification,
and the completion of the Company’s first share buybacks.
Sustained Dividends
The Company has continued to meet its target objective
of paying regular dividends equivalent to approximately
5% of Net Asset Value (NAV). Two dividends were paid in
the year, totalling 5.2p per share. They bring the cumulative
dividends to 10.3p, reflecting the Board’s commitment to
delivering tax-efficient income as a key component of your
shareholder returns.
Following the end of the year, the Company announced
an interim dividend of 2.5p in respect of the period covered
by this report, which will be paid on 15 May 2026.
Record Fundraising
Fundraising remained strong over the full year. A total of 26
million shares were allotted, raising £26.9 million, which was
an increase of 50% on the previous year. The 2024 share
offer closed in August having raised £24.5 million, resulting in
the use of the over-allotment facility for the first time since
launch. The new share offer, which opened on 11 September
2025, had already raised over £5m by the end of December,
ahead of the previous offer at the comparable date.
The continued growth in the Company’s size supports greater
diversification and enables participation in a broader range
of investment opportunities, and I am pleased to see such
strong investor confidence in our prospects.
Macro-Economic Considerations
The external environment remained challenging
throughout the year, with global trade tensions and
ongoing geopolitical uncertainty continuing to affect
business confidence. Cyber-related risks became
increasingly prominent, requiring many businesses to
place greater emphasis on operational resilience.
Following the end of the period, renewed conflict in the
Middle East has increased geopolitical uncertainty, which may
adversely impact global and UK economies and contribute to
inflationary pressures across asset classes. The Company’s
portfolio may experience valuation impacts, particularly given
its linkage to comparable public market data.
UK inflationary pressures began to ease during the year,
and monetary policy started to loosen, with the Bank of
England implementing a series of interest rate reductions. In
November, the UK Budget increased the investment limits
applicable to VCT-backed companies, enabling us to support
promising companies for longer. However, the change to
limits was accompanied by a reduction in the rate of upfront
income tax relief available to investors, from 30% to 20%,
from April 2026. We consequently anticipate some reduction
in fundraising in the next tax year but expect stronger inflows
this tax year prior to the change becoming effective.
20 April 2026

Blackfinch Spring VCT Annual Report and Financial Statements
6
Portfolio Progress
Despite subdued UK economic growth, the portfolio
demonstrated encouraging resilience, with 80% of investee
companies reporting stable or increased revenues during
the year. One exception was Illuma, which had been the
Company’s largest holding at the start of the year. In contrast
to its previous rapid growth, it saw a decline in revenue over
the year, which led to a significant drop of £2.4m in the value
of our holding in the business.
In addition, as announced in the half-year report, portfolio
company Kokoon entered administration in the period,
despite extensive efforts by the company and the
Investment Manager to sustain it. A loss of the full £0.5m
invested has been realised. Cash remains tight for two other
portfolio companies, Cogniss and Quin, but both were small
investments, now with a combined portfolio value of just
0.5% of NAV.
The remainder of the portfolio delivered a positive return
over the year, although not enough to offset the drop
in value from Illuma. Overall, there was a disappointing
reduction of £1.9m in the value of qualifying investments,
which contributed to the NAV per share declining to 92.86p.
However, some short-term fluctuation is to be expected
in the Company’s long-term illiquid investments, and it is
encouraging that the three-year NAV Total Return remains
strong at 13.5%.
Cutting-Edge Investments
During the year, £17.4 million was invested across 23
investments, including 15 follow-on investments to support
the continued development of existing portfolio companies.
At the year-end, the portfolio comprised 39 high-growth
companies, compared with 32 at the start of the year.
Further diversification was achieved through investment
in sectors including space technology, pest technology
and financial technology.
Outlook
Overall, the Company has continued to make solid progress
during the year, investing funds into promising technology
businesses, maintaining its dividend objectives and
enhancing liquidity for shareholders through the introduction
of share buybacks. Heading into 2026, our Company’s
portfolio of qualifying investments is also better diversified
than previously, with the value of our top ten holdings as a
proportion of Net Asset Value having decreased to 36%, from
48% a year ago.
While economic and geopolitical uncertainties remain, the
Board is confident that the Company is well positioned to
continue executing its strategy. The Investment Manager
reports a strong pipeline of potential new investments, which
is expected to further diversify the portfolio and offer the
potential for future attractive returns. Selected opportunities
are outlined on pages 30 to 32.
Finally, I would like to thank the Investment Manager and
my fellow Directors for their continued commitment and
contribution throughout the year.
Peter L R Hewitt, JP, FCSI
Non-executive Chairman
20 April 2026
Companies House Number - 1216641
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: blackfinch.ventures/vct
20 April 2026

Blackfinch Spring VCT Annual Report and Financial Statements
7
The Board
Peter Lionel Raleigh Hewitt, JP, FCSI (Chairman)
Peter has been a director or chairman of 13 public companies over the last 30 years, with 9 of these being IPOs including
7 years as Chairman and CEO of an AIM quoted construction and facilities management business, which he founded and
built from zero to £25m turnover and 400 people in 4 years. He is co-chairman and co-founder of Universal Defence and
Security Solutions Limited, a global defence consultancy with over 800 Associates. Peter’s business partner Gen Sir Richard
Barrons was one of the principal authors of the recent Strategic Defence Review with almost every area of the review being
led by UDSS Associates.
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
acquired by Interactive Investor and now a part of Aberdeen Group plc.
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, which operates in the residential real estate and development sector
across Poland.
20 April 2026

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 100
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 PhD. 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.
20 April 2026

Investment
Manager’s Review
During the year, the Company deployed a total
of £17.4 million across 23 investments. 15 were
follow-on investments into existing portfolio
companies, reflecting our continued focus on
supporting businesses that are progressing well
and delivering against their operational and
commercial milestones.
The largest follow-on investment during the year was made
into GT Wings (GT Green Technologies Ltd). Since our initial
investment in 2024, the company has made strong technical
progress, including successfully completing sea trials of its
AirWing™ technology on a maiden transatlantic voyage.
It was a crucial milestone in demonstrating the operational
viability of the technology that gave us good confidence
in its future potential.
A total of eight new companies were added to the portfolio.
Four were made in the first half of the year, as described in
the half-year report. They included Neuranics, which has
developed the world’s most sensitive magnetic sensor, and
Minimal, which is manufacturing impressively designed
lightweight electric delivery vehicles.
Four further innovative technology businesses were added in
December. Arctech (Arctech Innovation Ltd), is a pest-control
technology business that uses scent to smell pests such
as bed bugs to enable the rapid elimination of infestations.
Fulfilment.com (3PLS Platform Limited), is a data-driven
marketplace giving brands material efficiency gains in
working with third-party logistics providers.
Bracket (Bracket Group Ltd), is a profitable and rapidly-
growing financial technology business that has developed
an AI-enabled platform for mid-sized businesses to manage
cross-border payments and treasury operations. Finally,
Metris (Metris Energy Inc.) provides a sophisticated asset
management platform for the owners of renewable energy
assets such as solar farms.
As a result of this investment activity, the number of portfolio
companies increased to 39, compared with 32 at the
beginning of the year, enhancing diversification across the
portfolio. There is better balance across the portfolio too,
with the value of our top ten holdings as a proportion of Net
Asset Value decreasing from 48% to 36% over the period.
While all portfolio companies are technology-enabled,
sector diversification also increased during the year. For
example, exposure to space technology was gained through
investment in Spaceflux in the first half of the year. This
company provides real-time tracking of satellites and space
debris using a combination of ground-based telescopes and
artificial intelligence. Since investment, Spaceflux has already
secured significant contracts with the UK’s National Space
Operations Centre.
Inevitably some companies faced challenges. Most
disappointingly, Illuma (Illuma Technology Ltd) saw
its revenue decline as major customers reduced their
advertising spend. Whilst there remains good longer-term
potential for the business, its valuation reduced by 51% in
the year, which had a substantial impact on Net Asset Value.
Blackfinch Spring VCT Annual Report and Financial Statements
9
20 April 2026

Blackfinch Spring VCT Annual Report and Financial Statements
10
20 April 2026
Kokoon Technology Ltd also went into administration in May,
as we reported in the half-year report, whilst both Cogniss
Holdings Ltd and Quin AI Ltd have faced difficult trading
conditions and are running low on cash.
Meanwhile other companies have made excellent progress.
Currensea continued to scale its operations, and especially
its loyalty debit card proposition. Building on the success of
its existing partnership with Hilton Hotels, it launched a new
co-brand debit card with Marriott Hotels, which helped drive
a 53% increase in the company’s valuation. Another success
was Brooklyn Solutions (Brooklyn Supply Chain Solutions
Ltd), a supply chain technology business that had previously
seen weak growth. It won new and expanded contracts to
deliver a revenue increase of more than 2.5 times in the year.
As the Company has continued to grow in scale, we have
been able to participate in larger and more competitive
funding rounds. This ability has allowed us to be increasingly
selective in the deployment of capital, and there remains an
exciting pipeline of promising new businesses in which to
invest. We remain positive about the outlook for the portfolio
and have confidence in the year ahead.
Richard Cook
Founder and CEO, Blackfinch Investments Limited
20 April 2026

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.
20 April 2026

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 ties 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 GoodLifeSorted (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.
20 April 2026

Blackfinch Spring VCT Annual Report and Financial Statements
13
20 April 2026
Investment Manager’s Review
Investment Portfolio
3PLS Platform Ltd
Arctech Innovation Ltd
Beings Beam Ltd
Bracket Group 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
H2CHP Ltd
Illuma Technology Ltd
Kelp Industries Ltd
Kokoon Technology Ltd
LSTN Inc.
Measure Protocol Ltd
Metris Energy Inc.
Minimal X Ltd
Cost
£‘000
1,220
1,120
700
1,275
1,162
858
600
1,650
1,140
1,375
1,405
762
1,290
280
1,517
500
500
1,800
1,980
890
1,562
Valuation
£‘000
1,220
1,120
720
1,275
1,538
1,404
300
1,841
1,648
2,455
1,442
912
1,608
280
2,323
475
0
1,800
2,202
890
1,562
Increase (decrease)
in value in 2025 net
of additions £’000
-
-
20
-
376
(723)
(300)
24
(112)
850
38
150
318
-
(2,446)
0
(260)
0
182
-
-
As at 31 December 2025
% of total
net assets
value
1.8
1.7
1.1
1.9
2.3
2.1
0.4
2.8
2.5
3.7
2.2
1.4
2.4
0.4
3.5
0.7
0.0
2.7
3.3
1.3
2.3
As at 31 December 2024
Cost
£‘000
-
-
200
-
1,162
858
300
1,060
1,140
1,375
1,300
463
310
-
1,517
500
500
1,000
680
-
-
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
-
-
% 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
-
-

Blackfinch Spring VCT Annual Report and Financial Statements
14
20 April 2026
Neuranics Ltd
Oculo Technologies Ltd
Odore Ltd
Placed Recruitment Ltd
Polished Rock Ltd
Quin AI Ltd
Recruitment Smart Technologies Ltd
Spaceflux 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 fixed asset investments
Money Market Funds
Net current assets
Net assets
Cost
£‘000
1,500
2,140
830
1,200
500
300
1,400
528
459
1,713
1,950
1,585
870
1,562
2,455
770
1,135
1,430
1,120
47,033
3,160
8,130
58,323
Valuation
£‘000
1,500
3,098
1,255
1,200
500
50
1,400
622
1009
1,835
2,528
1,501
870
2,586
2,681
770
1,351
2,285
1,183
55,239
3,459
8,130
66,828
Increase (decrease)
in value in 2025 net
of additions £’000
-
352
381
0
(63)
(250)
0
94
216
122
(63)
(84)
0
163
(260)
(784)
(114)
278
9
(1,886)
281
-
(1,605)
% of total
net assets
value
2.2
4.6
1.9
1.8
0.7
0.1
2.1
0.9
1.5
2.7
3.8
2.2
1.3
3.9
4.0
1.2
2.0
3.4
1.8
82.6
5.2
12.2
100.0
Cost
£‘000
-
1,290
830
600
300
300
1,400
-
459
1,713
1,950
1,056
490
1,562
1,605
770
1,135
1,430
400
29,655
5,000
3,242
37,897
Valuation
£‘000
-
1,897
874
600
363
300
1,400
-
792
1,713
2,591
1,056
490
2,423
2,091
1,554
1,465
2,006
454
39,749
5,017
3,242
48,008
% of total
net assets
value
-
4.0
1.8
1.2
0.8
0.6
2.9
-
1.7
3.6
5.4
2.2
1.0
5.0
4.4
3.2
3.1
4.2
0.9
82.7
10.5
6.8
100.0
As at 31 December 2025 As at 31 December 2024

Blackfinch Spring VCT Annual Report and Financial Statements
15
A total of 23 investments were made in the period, five of which were made
during the second half of the year. The number of investments is up from
22 made during 2024. Eight of the investments, equating to £8.3m, were in
new companies. It is a significant increase on the £3.1m invested in seven
new companies in 2024. One of these new investments had not previously or
simultaneously received investment from the Blackfinch EIS Portfolios. A further
15 investments were follow-on investments into existing portfolio companies.
Four of the new investments were made in December, and they are all
held at cost. Most other investments are valued on a financial multiple;
a full breakdown of the valuation methods is given on page 110.
Kokoon Technology Ltd has realised a loss of the full investment amount,
and there was an unrealised reduction of £2.4m in the value of Illuma
Technology Ltd, which had been the largest holding at the start of the
year. However, there was an aggregate unrealised gain of £0.8m across
other portfolio companies. Excluding the new investments made in the
period, there was an overall 3.3% decrease in the value of the portfolio.
20 April 2026

Oculo has developed cutting-edge construction technology that combines
360-degree photography with advanced computer vision to create immersive
digital models of building sites. The platform provides managers with detailed
oversight on a project’s progress, comparing what has been built in real life
to site plans, and even using AI to forecast future progress. It lets managers
view elements such as cabling, insulation and plumbing behind walls, later
in the build. By automating the data collection process, it also helps with
project audits and inspections. Since investment in 2023, Oculo has more
than doubled recurring revenue, driven by key contracts with the likes of
Morgan Sindall. In addition, Oculo’s newly developed ‘Project Intelligence’
product has received interest from more than 90% of its client base.
Company sector
Stage
Asset class
Net assets 31/05/2024
Net liabilities 31/05/2023
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
£782k
£308k*
n/a **
£2.14m
£3.10m
Price of Recent Investment
21.0%
August 2023
Blackfinch Spring VCT Annual Report and Financial Statements
16
Investment Manager’s Review
Investment Portfolio - Top 10 Holdings (by value)
20 April 2026
*2023 accounts retrospectively
amended in the 2024 filing.
** 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
20 April 2026
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. Since initial
investment in 2021, Tended has more than doubled annual revenue supported
by contracts with major employers such as Siemens and National Rail.
Company sector
Stage
Asset class
Net liabilities 31/03/2025
Net liabilities 30/06/2024
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
£1.22m
£660k
n/a *
£2.46m
£2.68m
Revenue Multiple
18.2%
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
18
Investment Manager’s Review
Investment Portfolio
20 April 2026
Teamed simplifies the process of hiring and managing employees internationally,
without needing to set up entities abroad. Teamed’s “Employment-as-a-Service”
solution lets employers seamlessly manage the entire hiring and employee
management process, including employment, compliance, payroll and payments,
and localised benefits, all in one place. Teamed saves employers the stress,
time and cost of doing it all themselves. Since investment in 2022, Teamed has
more than tripled its annual revenue and expanded to cover over 50 countries.
Company sector
Stage
Asset class
Net liabilities 31/03/2025
Net assets 30/11/2023
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
£660k
£287k
n/a *
£1.56m
£2.59m
Price of Recent Investment
14.1%
September 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
19
Investment Manager’s Review
Investment Portfolio
20 April 2026
Startpulsing, trading as OnePulse, lets global brands gain feedback on ideas in
‘real-time’ from a community of thousands using a phone app. It helps companies
to carefully tailor their products and campaigns to ensure customers are happy
and engaged. It also lets consumers directly impact the decision-making of
companies they use every day, while earning money and staying on top of
product releases. Since investment in 2021, OnePulse has tripled its annual
revenue and secured large enterprise clients including Netflix and TikTok.
Company sector
Stage
Asset class
Net liabilities 31/07/2024
Net liabilities 31/07/2023
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
£2.11m
£1.00m*
n/a **
£1.95m
£2.53m
Revenue Multiple
15.3%
March 2021
*2023 values were restated in
the 2024 accounts.
** 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
20 April 2026
Currensea offers the UK’s first travel-focused direct debit card that connects
directly with the user’s traditional high street current account. The card
lets customers 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. Since investment in
2022, Currensea has more than tripled its revenue and has developed
pioneering loyalty debit cards with both Hilton Hotels and Marriott,
paving the way for other partnership cards with large enterprises.
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
Financial Tech
Scale-up
Equity
£771k
£2.88m
n/a **
£1.38m
£2.45m
Revenue Multiple
5.7%
August 2022
*Accounting period extended
to December 2025 making
June 2024 the latest published
financials.
** 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
20 April 2026
Illuma uses AI to deliver advanced, contextual targeting for advertisers. It
selects the best websites on which to deploy adverts to generate the highest
response rates, enabling brands to run advertising campaigns without
relying on collecting personal data or cookies. Illuma’s product offers an
alternative to traditional cookie-based targeting, which suffers from privacy
concerns. Since investment in 2021, Illuma has expanded to the US, and has
secured large global customers such as Amazon, Coca Cola and Walmart.
Company sector
Stage
Asset class
Net assets 31/12/2024
Net assets 31/12/2023
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
£3.46m
£3.49m
n/a *
£1.52m
£2.32m
Revenue Multiple
10.8%
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
22
Investment Manager’s Review
Investment Portfolio
20 April 2026
WatchMyCompetitor offers a business intelligence platform that lets organisations
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. Since investment in 2021, the company has tripled
annual revenue, aided by large enterprise clients including IKEA and Aviva.
Company sector
Stage
Asset class
Net assets 31/12/2024
Net assets 31/12/2023
Revenue and profit
Cost of investment
Value of investment
Basis of valuation
Equity held by Blackfinch Spring VCT
Initial investment date
Market Intelligence Tech
Scale-up
Equity
£1.43m
£2.65m
n/a *
£1.43m
£2.28m
Revenue Multiple
10.8%
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
20 April 2026
Measure Protocol enables leading technology companies to access highly
granular customer experience data. Users on Measure Protocol’s platform
are asked to perform specific tasks for brands while their activity is captured
through screen recording technology. The company’s proprietary technology
then uses image processing to extract behaviour and data, such as the layout
of icons on a mobile phone screen. Since investment in 2022, the company has
signed key contracts with large enterprise clients such as Google, alongside
which Measure Protocol is the key data provider for Project Lantern, a research
initiative launched by a collaboration of Channel 4, Sky, ITV and YouView.
Company sector
Stage
Asset class
Net assets 28/02/2025
Net assets 28/02/2024
Revenue and profit
Cost of investment
Value of investment
Basis of valuation
Equity held by Blackfinch Spring VCT
Initial investment date
Market Intelligence Tech
Scale-up
Equity
£1.43m
£1.29m
n/a*
£1.98m
£2.20m
Revenue Multiple
10.6%
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
20 April 2026
Collectivetech, trading as RideTandem, partners with employers and organisations
to enable their people to commute cost-effectively, reliably, and sustainably.
The company’s technology turns the best local taxis, minibuses and coaches
into smart, shared shuttles to create low-cost, sustainable ways to get people
to employment and educational opportunities. Since investment in 2023,
RideTandem has more than doubled monthly recurring revenue and has
been listed on the Startups 100 Index for the second year running in 2025.
Company sector
Stage
Asset class
Net liabilities 31/03/2025
Net liabilities 31/03/2024
Revenue and profit
Cost of investment
Value of investment
Basis of valuation
Equity held by Blackfinch Spring VCT
Initial investment date
Transport Tech
Scale-up
Equity
£498k
£381k
n/a*
£1.65m
£1.84m
Revenue Multiple
10.9%
March 2023
* Revenue and profit are not
publicly available because only
abbreviated accounts are filed at
Companies House.

Blackfinch Spring VCT Annual Report and Financial Statements
25
Investment Manager’s Review
Investment Portfolio
20 April 2026
StaffCircle is an agile business whose online human resources (HR) platform
lets companies 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 remote workers. It is led by a committed founder
who has an impressive track record founding and exiting three previous
start-ups. Since initial investment in 2022, the company has approximately
doubled revenue, driven by upsells including AI Product Innovations.
Company sector
Stage
Asset class
Net assets 31/03/2025
Net assets 31/03/2024
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
£7.76k
£441k
n/a *
£1.71m
£1.83m
Revenue Multiple
13.8%
April 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
18.2% of the Company’s £66.8m net assets (compared to 18.1% of £48m at the end of 2024).
This value includes monies held in money market funds.
Investments in qualifying portfolio companies constituted approximately 82.7% (82.7% in 2024) of the
Company’s net assets. A full break-down of these investments is shown in the chart below, together with
a comparison from the previous year.
Investment Manager’s Review
Portfolio Statistics
Blackfinch Spring VCT Annual Report and Financial Statements
26
20 April 2026
2025 Portfolio split by valuation
Oculo Technologies
4.6%
Tended
4.0%
Teamed
3.8%
Startpulsing
3.8%
Currensea
3.6%
Illuma Technology
3.4%
WatchMyCompetitor
3.4%
Measure Protocol
3.3%
Collectivetech
2.7%
StaffCircle
2.7%
Other Qualifying
Investments
46.6%
Cash
12.9%
Money Market Funds
5.1%

Blackfinch Spring VCT Annual Report and Financial Statements
27
20 April 2026
The 39 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 & Recruitment Technology, Market Intelligence
Technology and Sales and Advertising Technology – serve business customers across many sectors and are not
tied to any particular industry. A further five sub-sectors have been added since 2025 including Space Technology,
Pest Technology and Sensor Technology.
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%
2024 Portfolio split by valuation

Blackfinch Spring VCT Annual Report and Financial Statements
28
20 April 2026
2025 Portfolio Split by Sector (excluding cash & equivalents)
2024 Portfolio Split by Sector (excluding cash & equivalents)

The Company holds minority stakes in each of its portfolio companies ranging from 3.3% to 21.0% (up from 2.9% to 17.1%
in 2024). The average stake for the portfolio is 10.0% 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 9.0%.
Blackfinch Spring VCT Annual Report and Financial Statements
29
20 April 2026
% of Equity Held on a Fully Diluted Basis
0%
2%
4%
6%
8%
10%
12%
14%
16%
18%
20%
Oculo
Tended
Recruitment Smart
Tangle
LSTN
Tea me d
StaffCircle
Cu lture shif t
Startpulsing
Brooklyn
3PLS
Collective tech
Wat chmycompetitior
What Matters Now
Measure
Illuma
PolishedRock
Ne ura nics
G T Gre en
Clientshare
Minimal
Cogniss
Place d Be ings
H2CHP
Cyclr
Arctech
E d ozo
Bra cket
O do r e
Metris
Quin AI
Currensea
Transreport
Supercritical
Spa ceflux
U p Le a rn
Ke lpi
Spotless Water

Investment Manager’s Review
Pipeline Overview
A space technology business with a unique visual sensor that is modelled on
the human eye. Rather than continuously recording what it sees, it captures
information only about what changes or moves. This approach is less affected
by glare and cuts power use by 10x. It has already secured government
contracts and has sent a sensor to the International Space Station.
Company sector
Stage
Asset class
Sensor Tech
Scale-up
Equity
Company 1
Blackfinch Spring VCT Annual Report and Financial Statements
30
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.
20 April 2026
Spinning out of the University of Glasgow, this company is building next-
generation chips for quantum computers. Using a material that makes
them more stable and easier to scale, it aims to deliver its first chip within 18
months. With rare UK manufacturing capability and world-class expertise, this
is an exciting early opportunity to back critical quantum infrastructure.
Company sector
Stage
Asset class
Quantum Tech
Scale-up
Equity
Company 2

Investment Manager’s Review
Pipeline Overview
Blackfinch Spring VCT Annual Report and Financial Statements
31
20 April 2026
This highly technical business is bringing a breakthrough laser system to market that
can deliver powerful bursts of energy repeatedly without overheating. Built on 15
years of development in a leading UK research lab and already proven in top European
facilities, it is now moving from research into real-world use. Demand is growing
across areas such as defence, manufacturing and next-generation energy research.
Company sector
Stage
Asset class
Laser Tech
Scale-up
Equity
Company 3
This business helps labs run chemistry experiments with far less hands-on
work. It turns rough written instructions into clear, step-by-step methods,
then uses its own robotic system to carry them out automatically. By
making experiments faster and more consistent, it has the potential
to modernise how research and development labs operate.
Company sector
Stage
Asset class
Chemistry Tech
Scale-up
Equity
Company 4

Investment Manager’s Review
Pipeline Overview
Blackfinch Spring VCT Annual Report and Financial Statements
32
20 April 2026
Satellite operators are collecting far more data than today’s standard radio
links can send back to Earth. This high-flying business is solving that problem
with compact laser ground stations that can be deployed quickly and cheaply,
making fast “high-volume” data downloads practical. After years of technical
development, it is now starting to win real customers — and looks well placed
to grow quickly as demand for space data continues to accelerate.
Company sector
Stage
Asset class
Space Tech
Scale-up
Equity
Company 5

Strategic Report
Investment Policy, Strategy and Objectives
Blackfinch Spring VCT Annual Report and Financial Statements
33
Investment Policy
The Company will focus its investment in unquoted companies with some or all
of the following characteristics:
• 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 the
Investment Manager 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.
20 April 2026

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 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.
Blackfinch Spring VCT Annual Report and Financial Statements
34
20 April 2026

The Investment Manager’s existing Blackfinch EIS Portfolios create a strong
opportunity for follow-on and co-investment. If approved by the Investment
Committee 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 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 works
with the Venture Partners and also collects monthly financial and KPI data from
the companies.
Qualifying Investments
Qualifying Investments comprise investments in companies which are carrying
out a qualifying trade (as defined under the relevant VCT legislation), and
have a permanent establishment in the UK, although some may also trade
overseas. The Qualifying Companies in which investments are made before
Blackfinch Spring VCT Annual Report and Financial Statements
35
20 April 2026

6th April 2026 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.
As part of the Finance Bill 2025–2026, the relevant limits are expected to be
amended. The gross assets threshold is proposed to increase from £15m prior
to investment (£16m post-investment) to £30m prior to investment (£35m
post-investment). The annual investment limit is proposed to increase to
£10m (from £5m), and the lifetime investment limit to £24m (from £12m),
with different limits continuing to apply to knowledge-intensive companies.
These changes would increase the size and stage of companies that may
be supported by VCTs. However, they are due to be accompanied by a
reduction in the rate of upfront Income Tax relief from 30% to 20%.
The Directors and the Investment Manager will continue to monitor these
developments closely until the legislation is formally enacted, and thereafter.
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’
Blackfinch Spring VCT Annual Report and Financial Statements
36
20 April 2026

notice by the investor) and short-term cash deposits. Such investments are
subject to market fluctuations. At the end of 2025, any funds not employed into
Qualifying Investments were held as either cash or liquid investments within
money market funds. The value of money market funds as at 31 December 2025
was £3,458,765, compared to £5,017,343 at 31 December 2024.
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. Income tax relief is only available on
the primary issue of new VCT shares. 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 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
Directors. Investors wishing to participate in buybacks are subject to costs which
include brokerage fees as well as the fees for the VCT, which typically amount
to 0.5p per share such costs being deducted from any sales proceeds paid.
Blackfinch Spring VCT Annual Report and Financial Statements
37
20 April 2026

Aligning with the share buyback policy of the Company, and in response
to requests from shareholders wishing to sell their shares, three buybacks
were facilitated in 2025. In total 691,485 shares were repurchased for the
consideration of £646,481.
Dividend policy
The Company intends, but cannot guarantee, to pay a regular annual
dividend equivalent to approximately 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 9 May 2025 the Company paid out an interim dividend of 2.5p per share to
Shareholders. A second interim dividend of 2.7p per share was paid on 8 August
2025. Both dividends were in respect of the Company’s financial year ended
31 December 2024, and together they delivered on the Company’s target to
pay regular annual dividends of approximately 5% of its Net Asset Value.
A first interim dividend of 2026, to be paid with respect to the financial year
ended on 31 December 2025, was announced to the market on 26 January
2026. It has a rate of 2.5p per share, with a payment date of 15 May 2026,
and will be paid to all shareholders on the register on 10 April 2026.
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 (blackfinch.investments/vct).
Blackfinch Spring VCT Annual Report and Financial Statements
38
20 April 2026

The price at which shares will be issued under the Dividend Reinvestment
Scheme will effectively be the last published NAV per share as close as reasonably
practical to the dividend payment date. The Company bears all 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
39
20 April 2026

Blackfinch Spring VCT Annual Report and Financial Statements
40
Key Performance Indicators (“KPIs”)
and Alternative Performance Measures (“APMs”)
20 April 2026
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. Additionally, the following APMs
are monitored:
a. The Total Return per Share
b. The increase in the value of investments.
c. Operational expenses as a proportion of NAV and shareholders’ funds.
d. Ongoing charges figure, as defined below.
Total Return is the change in NAV plus dividends paid in the period. It is calculated
as end-period NAV per share plus all dividends paid in the period, divided by
beginning-period NAV per share, as shown below.
Beginning NAV
per Share
Dividends Paid
Per Share in Period
End NAV Per Share
Change in NAV
Per Share
Total Return
Per Share
103.62p
2.5p (interim dividend)
2.7p (interim dividend)
5.2p (total dividends paid)
92.86p
92.86p – 103.62p = (10.76)p
(10.76)p ÷ 103.62p = (10.38)%
92.86p + 5.2p = 98.06p
(98.06p ÷ 103.62p) – 1 = (5.37)%
101.54p
2.5p (interim dividend)
2.6p (final dividend)
5.1p (total dividends paid)
103.62p
103.62p – 101.54p = 2.08p
2.08p ÷ 101.54p = 2.05%
103.6
2p + 5.1p = 108.72p
(108.72p ÷ 101.54p) – 1 = 7.07%
2025 2024

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. While the overall value of qualifying holdings increased, the portfolio, net
of additions, declined during the period. The decline was primarily due to Illuma,
previously the Company’s largest holding, which experienced a significant drop in
revenue, resulting in a £2.4m reduction in the value of the Company’s investment.
The reduction in Illuma’s valuation contributed to the 5.37% decrease in total return.
Operational expenses in the period totalled £1.9m, representing 2.87% of the
Company’s NAV at the end of the period compared to 2.77% in 2024. The
slight increase in operational expenses reflected expenses rising at a faster rate
than NAV. 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. A breakdown of the costs can be
found in the appendix on page 120. The percentage figures are calculated
as the costs in the year divided by the NAV at the end of the period.
The ongoing charges figure (OCF) is calculated in accordance with AIC guidance
and represents 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 the Investment Manager. 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, where trail commissions are excluded from
the OCF, the Directors also consider the OCF net of the shareholder rebate.
Blackfinch Spring VCT Annual Report and Financial Statements
41
20 April 2026

A breakdown of the above figures can be found within the appendix on page 121.
The ongoing charges figure has decreased compared to the prior year, reflecting
lower marketing costs and a higher NAV, which has resulted in ongoing charges
comprising a smaller proportion of net assets.
While there is significant overlap between the Operational Expenses and the OCF,
the OCF is based on a standardised methodology and may differ due to its use of
average NAV and broader cost inclusion criteria.
The Company’s share price over the period is shown in the graph on page
75. 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 26 to 29, so that the
Company may continue to qualify as a VCT. No test failures or related issues were
identified during the period.
Blackfinch Spring VCT Annual Report and Financial Statements
42
20 April 2026
Ongoing Charges Figure
Ongoing Charges Figure
less Shareholder Rebate
3.38
2.88
3.69
3.19
Year to 31 December 2025 (%) Year to 31 December 2024 (%)

Blackfinch Spring VCT Annual Report and Financial Statements
43
Investment Management Agreement
Under the terms of the Agreement dated 10 December 2020 (the “Effective
Date”), Blackfinch Investments Limited 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 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 in certain circumstances, such as in
the event of certain breaches or the insolvency of either party.
20 April 2026
Key Contracts

Blackfinch Spring VCT Annual Report and Financial Statements
44
20 April 2026
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
of the Company’s Annual Running Expenses above 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. The Annual Running Expenses for the period of this report are
given as the operational expenses above on page 41.
A maximum of 75% of the Company’s management expenses will be capable
of being charged against capital reserves with the balance charged against
revenues. The split of fees was determined by the Board as it is consistent with
the recommendations of paragraph 58 of the AIC SORP – Financial Statements
of Investment Trust Companies and Venture Capital Trusts. 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 2025 the Performance Value per
Share was 103.16p. 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
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20 April 2026
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 103.16p 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.
Receiving Agent Agreement
Under the terms of the receiving agent agreement dated 31 August 2025,
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 £10,000 plus 0.12% of monies subscribed for
Key Contracts

Blackfinch Spring VCT Annual Report and Financial Statements
46
20 April 2026
Shares under the Offer (plus VAT if applicable). This agreement will continue until
either party chooses to terminate after giving the other party 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 will not 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
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20 April 2026
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 2025, the key emerging risks identified for the Company relate to the reduction in VCT upfront income tax
relief effective from April 2026 and the potential impact of ongoing geopolitical conflicts, both of which continue to be closely
monitored by the Board and the Investment Manager. The Board has listed below details of these risks including the measures
taken in order to mitigate them as far as practicable. The below list of risks is by no means exhaustive, 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 CHANGE TO RISK
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.
Maintained risk
level

Blackfinch Spring VCT Annual Report and Financial Statements
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20 April 2026
RISK DESCRIPTION MITIGATION CHANGE TO RISK
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.
Maintained risk
level
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.
Maintained risk
level
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.
Maintained risk
level

Blackfinch Spring VCT Annual Report and Financial Statements
49
20 April 2026
RISK DESCRIPTION MITIGATION CHANGE TO RISK
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.
Maintained risk
level
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.
The Company’s investee businesses, which
mostly supply services rather than goods,
have very little direct impact from US tariffs.
While all investee companies have a UK
permanent establishment, the Board and
the Investment Manager closely monitor the
potential wider impacts of geopolitical conflicts
on the Company, including but not limited to
developments in the Middle East.
Amended to
account for
tariffs and
geopolitical
conflicts

Blackfinch Spring VCT Annual Report and Financial Statements
50
20 April 2026
RISK DESCRIPTION MITIGATION CHANGE TO RISK
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.
Maintained risk
level
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.
Maintained risk
level
Legislative
In Budget 2025, the rate of upfront
income tax relief for new VCT
investments was reduced from 30%
to 20% (with effect from April 2026).
This may reduce the attractiveness
of qualifying investments, potentially
impacting fundraising levels and
capital availability and valuations.
A decline in demand for tax-efficient
products could affect deployment,
growth prospects and overall
return outcomes.
The Company monitors changes to the tax
environment and their impact on fundraising
and liquidity, with cash flow forecasts reviewed
regularly by the Board. The Manager maintains
strong relationships with clients and advisers
to provide visibility over expected inflows, while
retaining flexibility on investment pacing and
holding cash securely to support prudent
liquidity management.
New Risk

Blackfinch Spring VCT Annual Report and Financial Statements
51
20 April 2026
RISK DESCRIPTION MITIGATION CHANGE TO RISK
Key Person
Risk
The Company is dependent on the
skills, experience and judgement of
the Investment Manager, and the
loss of key personnel could adversely
affect its ability to identify and
manage suitable investment
opportunities.
The Investment Manager implements a
team-based investment approach, reducing
reliance on any single individual and ensuring
that responsibility and expertise are shared
across multiple members of the team.
New Risk

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 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
52
20 April 2026

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 11 September 2025 to raise up to £20m with an over-allotment facility of £20m.
As at 31 December 2025, funds totalling £5.43m 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
53
20 April 2026

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 53 and can be found within the Blackfinch Responsible Investing Policy at
blackfinch.com/sustainability/.
Blackfinch Spring VCT Annual Report and Financial Statements
54
20 April 2026

Environment Policy & Greenhouse Gas Emissions
Blackfinch Spring VCT Annual Report and Financial Statements
55
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.
20 April 2026

VCT
Regulations
Blackfinch Spring VCT Annual Report and Financial Statements
56
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 2025 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.
20 April 2026

Statement on Long-Term Viability
In aIn line with provision 4.31 of the Code the Directors have assessed the Company’s prospects over the five-year period
to 31 December 2030. 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. 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. Given the announced reduction in income tax relief from 30% to 20% from 6th April 2026, base scenarios assumed
a material reduction in fundraising in that tax year, followed by a £3–5m increase in annual fundraising each year over the
remainder of the period. These scenarios also adopted the Investment Manager’s conservative estimate of the likely size and
timing of exits for older investments, and for newer investments assumed none would exit until 5 years after investment, at
which point it would return 2.5 times the amount invested. Alternative scenarios included a period of 12 months in which no
new funds were raised, and newer 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
57
20 April 2026
Fair Balanced and Understandable Statement
In accordance with provision 4.27 of The UK Corporate Governance Code published by the Financial Reporting Council in
January 2024 (the “Code”), the Directors consider the Annual Report and accounts to be fair, balanced, and understandable.

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 2025:
* 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, JP, FCSI
Non-executive Chairman
20 April 2026
Companies House Number - 12166417
Blackfinch Spring VCT Annual Report and Financial Statements
58
20 April 2026
Gender
Men
Women
Number of Board Members
2
1
Percentage of Board Members
66.6%
33.3%
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 63 to 69 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 Meadow Barn, Elkstone Studios, Cheltenham GL53 9PQ. 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, Katrina Tarizzo and Nicholas Pillow.
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 2025: an interim dividend of 2.5p paid on 9 May, and an interim dividend of 2.7p paid
on 8 August. Together they represented approximately 5.0% of the NAV per share at the end of 2024. An interim dividend
of 2.5p per share was announced on 26 January 2026, which is to be paid on 15 May 2026. 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.
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
691,485 shares were bought back by the Company during the period, at a cost of £646,481. At the year-end, authority
remained for the Company to buy back 9,025,667 (2024: 6,945,271) shares. There were 74,098,057 (2024: 46,332,697)
ordinary shares in issue at the year end. During the year a total of 26,321,859 (2024: 17,418,561) ordinary shares in the
Company were issued as a result of offers for subscription at an average price of £1.0210 (2024: £1.0315) pence per share
raising £26,874,128 (2024: £17,966,878).
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 the Investment
Manager and discussed at a board meeting held on 20 November 2025.
Annual General Meeting (“AGM”)
The full Notice of the Annual General Meeting is on pages 122 to 127 of these financial statements.
A resolution is proposed to re-elect Katrina Tarizzo as a Director of the Company. The Board has chosen not to comply with
the Provision of the UK Corporate Governance Code for the annual re-election of all directors. The Board believes that given
the size and early stage of the Company, annual re-election would be inappropriate. However, the Board has decided that
each of its two independent Directors will stand for re-election every second year with only one such Director standing in any
given year. 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 2027 Annual General Meeting up to an aggregate nominal amount of £500,000
(representing approximately 62 per cent of the issued ordinary share capital of the Company as at 1 April 2026).
• 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 2027 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 8m shares at the date of the notice of this AGM).
• 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.
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• 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 2027 Annual General Meeting.
Auditor
A resolution to reappoint 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 2025 held ordinary shares as noted below,
the Company is not aware of any holdings, at 31 December 2025 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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20 April 2026
Name of
shareholder
Transact Nominees Limited
No of ordinary
shares held
(‘000)
2,896
% of shares
in issue
4.03
31 December 2025
No of ordinary
shares held
(‘000)
2,075
% of shares
in issue
4.78
31 December 2024
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 2025 the Company held cash and liquid balances with a value of £12,163,105 (2024: £8,679,034)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 should the value of assets decrease. 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 77 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 pages 116 to 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, JP, FCSI
Non-executive Chairman
20 April 2026
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 January
2024 (the “Code”), other than Provision 29
which will apply to financial years beginning
on or after 1 January 2026. 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.
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.
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The Board
The Board has overall responsibility for the Company’s affairs,
including determining its investment policy and having
overall control, direction, and supervision of the Investment
Manager. 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 who 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 page pages 7 and 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.
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.
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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 informal evaluation of the performance of the
Board, the Audit Committee and individual Directors. The
review concluded that all were performing effectively.
The Board has determined that an external evaluation is not
currently necessary. This conclusion was reached having
regard to several factors, including the relevant provisions of
the Code, attendance and participation at Board and Audit
Committee meetings, commitment to Board activities and
the effectiveness of individual contributions.
The Board also assessed and monitored its own culture,
including its policies, practices and behaviour and was
satisfied it was 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 2025.

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:
• 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/.
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20 April 2026
Director
Peter Hewitt
Katrina Tarizzo
Nicholas Pillow*
Held
8
8
8
Attended
8
8
8
Held
6
6
6
Attended
6
6
6
*Nicholas Pillow is not a member of the Audit Committee but he has attended the Audit Committee meetings.
Board Meetings Audit Committee Meetings

During the period ended 31 December 2025 the Audit Committee met six 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 56.
Valuation of investments - the Investment Manager confirmed to the Audit Committee that the basis of valuation for
unquoted companies was in accordance with published industry guidelines. The valuation of unquoted companies takes
account of the latest available information about investee companies and current market data. A comprehensive report on
the valuation of unquoted investments is presented and discussed at every Board meeting; Directors are also consulted
about material changes to those valuations between Board meetings.
Having reviewed the reports received from the Investment Manager, the Audit Committee is satisfied that the key areas of
risk and judgement have been properly addressed in the financial statements and that the significant assumptions used in
determining the value of assets and liabilities have been properly appraised and are sufficiently robust.
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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 previous partner
had served for five years and was rotated ahead of 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 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 43 to 46, 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.
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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.
On behalf of the Board
Peter L R Hewitt, JP, FCSI
Non-executive Chairman
20 April 2026
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.
The Directors are responsible for ensuring that the Annual Report and accounts,
taken as a whole, are fair, balanced and understandable and provide the
information necessary for shareholders to assess the Company’s position,
performance, business model and strategy.
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Statement
Of Directors’
Responsibilities
Website Publication
The Directors are responsible for ensuring the annual report and the financial
statements are made available on a website. This website is maintained by
the Investment Manager on behalf of the Company. Financial statements are
published on the Company’s website in accordance with legislation in the United
Kingdom governing the preparation and dissemination of financial statements,
which may vary from legislation in other jurisdictions. The maintenance and
integrity of the Company's website is the responsibility of the Directors. The
Directors' responsibility also extends to the ongoing integrity of the financial
statements contained therein.
Directors’ Responsibilities pursuant to DTR4
The Directors confirm to the best of their knowledge:
• The financial statements which have been prepared in accordance with UK
Generally Accepted Accounting Practice give a true and fair view of the assets,
liabilities, financial position and profit and loss of the Company.
• The Annual Report includes a fair review of the development and performance
of the business and the financial position of the Company, together with a
description of the principal risks and uncertainties that it faces.
The Board considers the annual report and accounts, taken as a whole, are fair,
balanced and understandable and that it provides the necessary information for
shareholders to assess the Company’s performance, business model and strategy.
On behalf of the Board
Peter L R Hewitt, JP, FCSI
Non-executive Chairman
20 April 2026
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 4 June 2026.
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 77 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. The Directors fees were increased by 20% from
June 2025. 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.
The Directors are not eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits.
No arrangements have been entered into between the Company and the Directors to entitle any of the Directors to
compensation for loss of office.
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Directors’ Annual Report on Remuneration
Terms of appointment
No Director has a contract of service with the Company. Each of the Directors entered into an agreement with the Company
dated 11 November 2019 (in the case of Peter Hewitt), 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. Peter Hewitt is entitled to receive an annual fee of
£30,000 (plus VAT if applicable), Katrina Tarizzo is entitled to receive an annual fee of £27,000 (plus VAT if applicable) and
for the services that are provided by Nicholas Pillow, Blackfinch Investments Limited is entitled to receive an annual fee of
£18,000 (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 2025 are shown in the table below.
The total fixed fee for the year ended 31 December 2025 does not correspond to the Total Annual Fixed Fee disclosed above,
as an increase in Directors’ fees was agreed with effect from August 2025.
* The aggregated amount of NI contribution paid on directors’ remuneration totalled to £6,195 (2024: £842).
Contributions paid on remuneration of Peter Hewitt and Katrina Tarizzo were £3,300, £2,895 respectively (2024: £Nil, £842).
** Reuben Wilcock resigned from the Board on 3 September 2024, and Nicholas Pillow was appointed as a director
on 3 September 2024.
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Director
Peter Hewitt
Katrina Tarizzo
Nicholas Pillow**
Reuben Wilcock **
Total
Total annual
fixed fee £
30,000
27,000
18,000
-
75,000
Total fixed fee for the year
ended 31 December 2025 £
27,500
24,750
16,500
-
68,750
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

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 percentage change in
Director’s fees, excluding taxable expenses. Where a director joined or left the board during a year, the percentage change is
based on the annualised rate at which they were paid.
Relative importance of spend on pay
The table below shows the remuneration paid to Directors and shareholder distributions in the year ended 31 December 2025:
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Total dividend paid to shareholders
Total repurchase of own shares
Total directors’ fees
2025 (£)
3,322,766
646,480
68,750
2024 (£)
2,205,444
n/a
62,500
Director’s name
Peter Hewitt
Kate Jones
Katrina Tarizzo
Nicholas Pillow
Reuben Wilcock
Director Fee and
% change for the
year ended 31
December 2025
£27,500 (10%)
-
£24,750 (10%)
£16,500 (10%)
-
Director Fee and
% change for the
year ended 31
December 2024
£25,000 (25%)
-
£22,500 (25%)
£3,750 (n/a)
£11,250 (25%)
Director Fee and
% change for the
year ended 31
December 2023
£20,000 (nil)
£11,146 (nil)
£11,146 (n/a)
-
£12,000 (nil)
Director Fee and
% change for the
year ended 31
December 2022
£20,000 (1%)
£18,000 (nil)
-
-
£12,000 (nil)
Director Fee and
% change for the
year ended 31
December 2021
£19,841 (10%)
£18,000 (nil)
-
-
£12,000 (nil)
2023 (£)
n/a
n/a
50,069

Directors’ shareholdings (Audited)
The Directors who held office at 31 December 2025 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
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Peter Hewitt
Katrina Tarizzo
Nicholas Pillow
Shares held
5,139
-
-
% of issued
share capital
0.007
-
-
Shares held
5,112
-
-
% of issued
share capital
0.011
-
-
31 December 2025 31 December 2024
FTSE SmallCap share price values as at 31 December 2025

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.
Performance for the Company 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 held by 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, 94 per cent of shareholders who exercised their voting rights voted for the resolution
approving the Directors’ Remuneration Report. Out of a total of 752,239 votes cast, 708,232 were in favour of the report,
while 6,912 votes (1%) were cast against it and 37,095 votes (5%) were withheld. This outcome demonstrated strong
shareholder support for the Remuneration Report.
On behalf of the Board
Peter L R Hewitt, JP, FCSI
Non-executive Chairman
20 April 2026
Companies House Number - 12166417
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Independent Auditor’s Report
to the members of Blackfinch Spring VCT plc

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Report On The Audit Of The Financial
Statements Opinion
In our opinion the financial statements:
• give a true and fair view of the state of the Company’s affairs as at 31
December 2025 and of its loss and cash flows for the year then ended;
• have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
• have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements of Blackfinch Spring VCT plc
(the ‘Company’) for the year ended 31 December 2025 which comprise
the following:
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).
Income Statement
Statement of Changes in Equity
Balance Sheet
Statement of Cash Flows
Notes 1 to 24 to the Financial Statements
A summary of significant accounting policies.

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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.
Independence
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 the FRC’s Ethical Standard were not provided to the Company and we
remain independent of the Company in conducting our audit.
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;

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• Consideration of the Company’s expected future compliance with VCT
legislation, the absence of bank debt, contingencies and commitments
and any market or reputational risks;
• Reviewing the forecasted cash flows that support the Directors’
assessment of going concern, challenging assumptions and
judgements made in the forecasts, and assessing them for
reasonableness. In particular, we considered the available cash
resources relative to the forecast expenditure which was assessed
against the prior year for reasonableness;
• Performing stress testing of key assumptions within the cash flow
forecasts supporting the Directors’ going concern assessment,
together with an evaluation of plausible downside scenarios (including
the potential absence of further fundraising) in order to assess the
resilience of the Company and its ability to continue as a going
concern; and
• Evaluating the Directors’ method of assessing the going concern in
light of market volatility.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the Company’s ability to
continue as a going concern for a period of at least twelve months from
when the financial statements are authorised for issue. However, because
not all future events or conditions can be predicted, this statement is not a
guarantee as to the Company’s ability to continue as a going concern.
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 in
preparing the financial statements.
Our responsibilities and the responsibilities of the Directors with respect
to going concern are described in the relevant sections of this report.

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2025
2024
Valuation of
unquoted investments
Key audit matters
Company financial statements as a whole
£1,336,000 (2024: £960,000) based on 2%
(2024: 2%) of net assets.
Materiality
Overview
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Company
and its environment, the applicable financial reporting framework and the
system of internal control. We identified and assessed the risks of material
misstatement of the financial statements. We then applied professional
judgement to focus our audit procedures on the areas that posed the
greatest risk of material misstatement to the financial statements. We
continually assessed risks throughout our audit, revising the risks where
necessary, with the aim of reducing the risk of material misstatement to an
acceptable level, to provide a basis for our opinion.

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Key audit matter
Valuation of unquoted
investments
(related to use of
judgemental inputs
and selection of
appropriate valuation
methodology)
(Note 6 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. This
is linked to both the use of
judgemental inputs within
the investment valuations
as well as the selection of
appropriate methodology.
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 responded to the risk
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
from the previous year end 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 and vouching key inputs to supporting
documentation.
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.

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Key audit matter How the scope of our audit responded to the risk
For investments sampled that were valued using
less subjective valuation techniques (price of recent
investment including milestone) we:
• Verified the price of recent investment to supporting
documentation.
• Considered whether the investment was an arm’s
length transaction through reviewing the parties
involved in the transactions and considering whether
or not they were already investors of the investee
company.
• Considered whether there were any indications
that the price of recent investment was no longer
representative of fair value considering, inter alia,
the current performance of the investee company
and the milestones and assumptions set out in the
investment proposal.
• Considered whether the 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 used in
the valuations.

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Key audit matter How the scope of our audit responded to the risk
• 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 recalculating our own point estimate
on the investment valuations.
Where appropriate, we have developed our own point
estimate where we considered that alternative input
assumptions could reasonably have been applied and
we considered the overall impact of such differences 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
2025 £’000
1,336
1,002
2024 £’000
960
720
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 (2024: 2% of net assets).
75% of Materiality (2024: 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 (2024: 2% of net assets)
Company financial statements

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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 £66,000 (2024: £48,000). 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 UK Listing Rules sourcebook requires 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 set out on page 61;
• The Directors’ explanation as to their assessment of the Company’s
prospects, the period this assessment covers and why the period is
appropriate set out on page 57; and
• The Directors’ statement on whether they have a reasonable
expectation that the Company will be able to continue in operation
and meet its liabilities set out on page 57.
• Directors' statement on fair, balanced and understandable set out on
page 57;
• Board’s confirmation that it has carried out a robust assessment of the
emerging and principal risks 67;
• The section of the annual report that describes the review of
effectiveness of risk management and internal control systems set out
on page 67; and
• The section describing the work of the audit committee set out on
page 67.

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

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Responsibilities of Directors
As explained more fully in the Statement of Directors’ Responsibilities, the
Directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the Directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due
to fraud or error.
In preparing the financial statements, the Directors are responsible
for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Directors either intend
to liquidate the Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance but is not
a guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
However, the primary responsibility for the prevention and detection of
fraud rests with both those charged with governance of the Company
and management.

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Extent to which the audit was capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws
and regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are
capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Company and the industry in which it
operates;
• 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 Disclosure Guidance and Transparency
Rules, the principles of the UK Corporate Governance Code, industry
practice represented by the Statement of Recommended Practice:
Financial Statements of Investment Trust Companies and Venture
Capital Trusts (“the SORP”) and updated in July 2022 with consequential
amendments and the applicable financial reporting framework. We also
considered the Company’s qualification as a VCT under UK tax legislation.
Our procedures in respect of the above included:
• Agreement of the financial statement disclosures to underlying
supporting documentation;
• Enquiries of the Investment Manager and those charged with
governance relating to the existence of any non-compliance with laws
and regulations;
• Obtaining the VCT compliance reports prepared by management’s
expert during the year and as at year end and reviewing their
calculations to check that the Company was meeting its requirements
to retain VCT status; and

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• Reviewing minutes of meeting of Those Charged With Governance
throughout the period for instances of non-compliance with laws and
regulations.
Fraud
We assessed the susceptibility of the financial statement to material
misstatement including fraud.
Our risk assessment procedures included:
• Enquiry with 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 fraud be valuation of unquoted investments (linked to both judgmental
inputs and selection of valuation methodology) and management override
of controls.
Our procedures in respect of the above included:
• In addressing the risk of valuation of unquoted investments, the
procedures set out in the key audit matter section in our report
were performed;
• In addressing the risk of management override of controls, we:
• Considered the opportunity and incentive to manipulate
accounting entries and target tested relevant adjustments
made in the period end financial reporting process;
• Reviewed the significant judgements made in the unlisted
investment valuations and considered 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.
Other matters which we are required to address
We were appointed by the Board of Directors on 27 January
2021 to audit the financial statements for the period ended 31
December 2020.
Our total uninterrupted period of engagement is 6 years, covering
the periods ended 31 December 2020 to 31 December 2025.
Our audit opinion is consistent with the additional report to the
audit committee.
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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.
In due course, as required by the Financial Conduct Authority Disclosure
Guidance and Transparency Rule 4.1.15R - 4.1.18R, these financial
statements will form part of the Electronic Format Annual Financial Report
filed on the National Storage Mechanism of the FCA in accordance with
DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides no assurance
over whether the Electronic Format Annual Financial Report has been
prepared in compliance with DTR 4.1.15R – DTR 4.1.18R.
Jamie Smith (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
20 April 2026
BDO LLP is a limited liability partnership registered in England and
Wales (with registered number OC305127).

Income Statement
for the year ended 31 December 2025
Blackfinch Spring VCT Annual Report and Financial Statements
94
Loss on unquoted investments held at fair value
Bank interest
Gain on quoted investments held at fair value
Investment Manager’s fee
Other expenses
(Loss) before taxation
Taxation
(Loss) attributable to equity shareholders
Return per Ordinary shares (pence)
Note
11
11
7
8
9
10
Revenue
£’000
-
15
233
(397)
(561)
(710)
-
(710)
(1.15)
Capital
£’000
(1,887)
-
50
(1,193)
-
(3,030)
-
(3,030)
(4.90)
Total
£’000
(1,887)
15
283
(1,590)
(561)
(3,740)
-
(3,740)
(6.05)
20 April 2026
Financial Statements

for the year ended 31 December 2024
Blackfinch Spring VCT Annual Report and Financial Statements
95
20 April 2026
Income Statement
The total column of this Income Statement represents the profit and loss account
of the Company, prepared in accordance with Financial Reporting Standard 102
(“FRS 102”). The supplementary revenue and capital return columns are prepared in
accordance with the Statement of Recommended Practice, “Financial Statements
of Investment Trust Companies and Venture Capital Trusts” (“SORP”) revised in
November 2014 and updated in July 2022. A separate Statement of Comprehensive
Income has not been prepared as all comprehensive income is included in the
Income Statement.
All the items above derive from continuing operations of the Company.
The notes on pages 101 to 118 are an integral part of the financial statements.
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

Statement of Changes in Equity
for the year ended 31 December 2025
Blackfinch Spring VCT Annual Report and Financial Statements
96
Opening balance as
at 1 January 2025
Total comprehensive
loss for the year
Contributions by and
distributions to owners:
Shares issued
Share issue expenses
Shares bought back
Investment disposal/
write off
Dividends paid
Dividends reinvested
Closing balance as
at 31 December 2025
Called up
share capital
£’000
Share
premium
£’000
20 April 2026
Capital
reserve
(unrealised)
£’000
Capital
redemption
reserve
£’000
Capital
reserve
(realised)
£’000
Revenue
reserve
£’000
Non-distributable reserves Distributable reserves Total
463
-
256
-
(7)
-
7
719
18,908
-
25,966
(341)
-
-
644
45,177
10,093
(1,837)
-
-
-
500
-
8,756
-
-
-
-
7
-
-
-
7
20,663
(1,193)
-
(3)
(647)
(500)
(2,671)
(651)
14,998
(2,119)
(710)
-
-
-
-
(2,829)
For the year ended 31 December 2025, the distributable reserves available totalled £12,168,107 (2024: 18,543,858).
Total
reserves
£’000
48,008
(3,740)
26,222
(344)
(647)
-
(2,671)
-
66,828

Statement of Changes in Equity
for the year ended 31 December 2024
Blackfinch Spring VCT Annual Report and Financial Statements
97
20 April 2026
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
Capital
reserve
(unrealised)
£’000
Capital
redemption
reserve
£’000
Capital
reserve
(realised)
£’000
Revenue
reserve
£’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)
The notes on pages 101 to 118 are an integral part of the financial statements.
Total
reserves
£’000
29,359
3,060
17,967
(173)
(2,205)
48,008

Balance Sheet
as at 31 December 2025
Blackfinch Spring VCT Annual Report and Financial Statements
98
Fixed assets
Investments
Current assets
Debtors
Cash at bank and in hand
Creditors: amounts falling due within one year
Net current assets
Net assets
Capital and reserves
Called up share capital
Share premium account
Capital redemption reserve
Capital reserves
Revenue reserves
Total shareholders’ funds
Net asset value per Ordinary share (pence)
Note
11
13
14
15
17
31 December 2025
£’000
58,698
21
8,704
8,725
(595)
8,130
66,828
719
45,177
7
23,754
(2,829)
66,828
92.86
The Financial Statements were approved by the Directors and authorised for issue on 20 April 2026 and signed on their
behalf by:
Peter LR Hewitt, FCSI
Non-executive Chairman
20 April 2026
Companies House Number - 12166417
20 April 2026
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

Statement of Cash Flow
for the year ended 31 December 2025
Blackfinch Spring VCT Annual Report and Financial Statements
99
Operating activities
(Loss)/Profit before taxation for the period
Net (Loss)/ gain on unquoted investments
Net gain on quoted investments
(Increase)/decrease 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)
Sale 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
Shares bought back
Net cash inflow from financing activities
Increase/(decrease) 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 2025
£’000
(3,740)
1,887
(283)
(11)
148
(1,999)
(17,376)
(2,000)
3,840
(15,536)
(17,535)
*26,222
(344)
**(2,671)
(647)
22,560
5,025
3,679
8,704
20 April 2026
Notes
11
11
11
11
11
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

* 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 £26.874m (2024: £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 £3.323m (2024: £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
20 April 2026

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
Meadow Barn, Elkstone Studios, Cheltenham, GL53 9PQ. The principal activity is investing in unquoted 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 2025
the Company held cash and liquid balances with a value of £12,163,105 (2024: £8,679,034). 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. More than 80% of investee companies delivered stable or increasing revenue
in 2025, and an even greater proportion either have, or the Investment Manager believes have strong prospects of securing,
sufficient funds to continue trading into 2027. Businesses in the increasingly diversified portfolio are performing well overall,
supported by the periodic monitoring of the cash flow requirements of investee companies. 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
20 April 2026

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 Investment
Manager’s Review on pages 13 and 14.
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 2025 (“IPEV guidelines”) which
include the following techniques:
(i) Where a value is indicated by a material arms-length transaction by an independent third party in the shares of a
company within the last twelve months. This value will be used only if, after careful consideration of all the facts and
circumstances it is considered the best measure of fair value.
(ii) In the absence of (i), and depending upon both the subsequent trading performance and investment structure of
an investee company, the valuation basis will usually move to either:
20 April 2026

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 such as adherence to R&D timelines since investment
and alignment with forecast milestones.
(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.
(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 reserve.
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.
20 April 2026

Blackfinch Spring VCT Annual Report and Financial Statements
104
Share premium
The share premium account is a non-distributable reserve which represents the price paid for shares and the nominal
value of the shares, less issue costs.
Non-distributable capital reserve
The non-distributable capital reserve represents the cumulative unrealised gains and losses arising from the
revaluation of investments held at the year end.
Distributable capital reserve
The following are disclosed in this reserve:
- gains and losses realised on disposal of investments;
- expenses allocated to this reserve in accordance with the above policies;
- credits arising from the cancellation of any share premium account;
- dividends paid to shareholders; and
- amounts relating to share buybacks, including the cost of shares repurchased and subsequently cancelled.
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 corporation 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.
20 April 2026

Blackfinch Spring VCT Annual Report and Financial Statements
105
20 April 2026
Capital £’000
799
Total £’000
1,065
Blackfinch Investments
Limited
Revenue £’000
397
Capital £’000
1,193
Total £’000
1,590
Revenue £’000
266
Blackfinch Investments Limited has been appointed as the Company’s Investment Manager. As per the agreement
on pages 43 to 44, the Company pays an annual fee to the Investment Manager equal to 2.5% of the prevailing Net Asset
Value (plus VAT if applicable), quarterly in arrears. A full list of the fees charged by Blackfinch Investments Limited to
the Company is given in Note 22 on page pages 117 and 118.
The investment management 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. These fees amounted to £1.21m in 2025 (compared to £0.70m in
2024). 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. No such fees were levied during the period or the
prior period.
This appointment shall continue for a period of a period of five years following the allotment of any Ordinary shares until
terminated by the expiry of not less than 12 months’ notice in writing given by either party. The appointment may also
be terminated in circumstances of material breach by either party.
Details of the appointment may be found in the Strategic Report on pages 33 to 39.
Year ended 31 December 2025 Year ended 31 December 2024
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
20 April 2026
Revenue
£’000
75
191
60
78
12
60
85
561
Capital
£’000
-
-
-
-
-
-
-
-
8. Other expenses
Revenue
£’000
67
128
36
65
135
1
72
504
Capital
£’000
-
-
-
-
-
-
-
-
The Company has no employees.
Information relating to Director's remuneration can be found in the audited section of the Director's Remuneration Report
on page 73 .
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
Year ended
31 December 2025
Year ended
31 December 2024
2025 2024

Tax charge for the year (Note 9a)
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 £1,533,082 (2024: £999,359) based
on losses carried forward of £6,132,327 (2024: £3,997,435) and using a corporation tax rate of 25% (2024: 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
20 April 2026
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 2025.
(Loss)/profit on ordinary activities before taxation
Effect of:
(Loss)/profit before taxation multiplied by average rate
of corporation tax in uk of 25% (2024: 25%)
Effect of non allowable losses (non taxable gains)
Effect of timing difference loss not recognised
carried forward
£’000
3,060
765
(1,157)
392
£’000
(3,739)
(935)
401
534
b) Factors affecting tax charge for the year
2025 2024
Revenue
Capital
Total
Earnings per
share pence
(1.15)
(4.90)
(6.05)
Net (loss) /
profit £’000
(710)
(3,030)
(3,740)
Weighted
average
Shares ’000
61,828
61,828
61,828
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
10. Return per share
2025 2024

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, are classified in this category.
Blackfinch Spring VCT Annual Report and Financial Statements
108
20 April 2026
Opening valuation at 1 January 2025
Opening cost
Valuation gains to qualifying holdings
Realised (losses)
Valuation gains to non-qualifying holdings
Opening fair value at 1 January 2025
Movements in the year:
Purchases at cost
Disposals at cost
Valuation (losses)/gains
Realised (losses)
Total movements in period
Closing valuation at 31 December 2025:
Closing cost
Valuations gains
Realised (losses)
Closing fair value at 31 December 2025
Unquoted Investments
£'000
30,206
10,093
(550)
-
39,749
17,376
-
(1,387)
(500)
15,489
47,582
8,706
(1,050)
55,238
11. Investments
Movements in investments during the period are summarised as follow:
Notes
16
Money Market Funds
£'000
5,000
-
-
17
5,017
2,000
(3,840)
283
-
(1,557)
3,160
300
-
3,460
Total
£'000
35,206
10,093
(550)
17
44,766
19,376
(3840)
(1,104)
(500)
13,932
50,742
9,006
(1,050)
58,698

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 2025.
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 expected price, were valued at the price of that investment. Two investments are
valued on a weighted probability basis, reflecting the probabilities of different outcomes with materially different valuations.
Three investments are valued on a milestone basis, which is an assessment on how the company is meeting R&D milestones
rather than a revenue basis. The milestone approach is deemed appropriate for those companies which are pre-revenue.
The overall value of investments according to these different methods is shown in the table below.
Valuation methodology
Revenue multiple
Recent Investment
Probability Weighted Expected Return
Milestone
Total value of investments 2025 £ ’000
33,705
17,709
350
3,476
Blackfinch Spring VCT Annual Report and Financial Statements
109
20 April 2026
Each method is subject to uncertainties. Revenue multiples are based on the multiples of comparable public companies.
A change in the value of a market multiple could lead to a significant change in the fair value of the portfolio. Similarly, the
prices of new investments that are agreed are subjective and could affect the value of any prior holding in that company.
The weighted probability valuation method is assessed by the Investment Manager’s 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:
Total value of investments 2024 £ ’000
19,718
19,294
260
475

The aggregate effect of these impacts could be to increase the value of the Company’s unquoted investments by £4.10m
(6.1%) (2024: £4.09m) or decrease it by £4.03m (6.0%) (2024: £1.69m). 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.
Revenue Multiple
Premium (discount)
Range
Weighted average
Range
Weighted average
3.9 - 20.1
5.8
(60%)-80%
(20%)
4.8 – 28.1
8.1
(50%) – 140%
(17%)
Blackfinch Spring VCT Annual Report and Financial Statements
110
20 April 2026
Valuation methodology
Revenue multiple
Price of Recent investment
Price of Recent investment
Input modified
Reference public
revenue multiple
Price of Recent
investment
Revenue Multiple
Change to input
+1x
-1x
+20%
-20%
Change of
Methodology
Change in fair value of
investments £ ‘000
3,267
(3,283)
831
(662)
(85)
Increase/(decrease)
in NAV per share
4.54p
(4.56p)
1.16p
(0.92p)
(0.12p)
31 December 2025 31 December 2024

Blackfinch Spring VCT Annual Report and Financial Statements
111
20 April 2026
Investment
3PLs Platform Ltd
Arctech Innovation Ltd
Beings Beam Ltd
Bracket Group 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
H2CHP Ltd
Illuma Technology Ltd
Kelp Industries Ltd
Kokoon Technology Ltd
Lstn Inc.
Measure Protocol Ltd
Metris Energy, Inc.
Minimal X Ltd
Neuranics Ltd
Oculo Technologies Ltd
Odore Ltd
Placed Recruitment Ltd
Polished Rock Ltd
Quin AI Ltd
Recruitment Smart Technologies Ltd
Spaceflux 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 (%)
2.7%
1.9%
14.3%
1.5%
22.6%
18.4%
16.4%
9.5%
11.2%
1.8%
15.6%
19.0%
5.6%
12.7%
6.7%
4.1%
12.5%
5.1%
7.5%
0.0%
5.0%
5.9%
8.1%
2.9%
8.0%
36.4%
12.4%
7.5%
0.0%
7.3%
35.4%
20.9%
0.0%
15.4%
6.8%
30.5%
7.6%
3.4%
5.8%
7.8%
Equity held by the Company (%)
11.9%
7.6%
9.4%
6.4%
12.2%
9.7%
9.9%
10.9%
12.8%
5.7%
8.8%
7.4%
10.2%
8.9%
10.8%
3.8%
4.7%
14.8%
10.6%
6.5%
9.9%
11.8%
21.0%
5.4%
9.8%
10.4%
5.3%
17.1%
4.4%
3.3%
13.8%
15.3%
4.3%
17.2%
14.1%
18.2%
4.9%
3.7%
10.8%
11.0%
12. Significant interest
The Company will often co-invest alongside the Investment Manager’s existing Blackfinch EIS portfolios. The table below
provides a summary of the equity held by the Company and by the Investment Manager’s Blackfinch EIS portfolios where
co-investment has occurred.

Blackfinch Spring VCT Annual Report and Financial Statements
112
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The voting rights attributed to each company match the issued shareholdings detailed above apart from the below companies:
Minimal X Ltd
Voting rights held by Blackfinch EIS Portfolios: 5.09%
Voting rights held by the Company: 9.94%
Oculo Technologies Ltd
Voting rights held by Blackfinch EIS Portfolios: 8.15%
Voting rights held by the Company: 21.09%
Recruitment Smart Technologies Ltd
Voting rights held by Blackfinch EIS Portfolios: 4.29%
Voting rights held by the Company: 9.80%
What Matters Now Ltd
Voting rights held by Blackfinch EIS Portfolios: 8.21%
Voting rights held by the Company: 11.52%
Details of holdings may be found in the Investment Manager’s Review and Investment Portfolio on pages 13 to 15.
13. Debtors
14. Creditors
Amounts falling due within one year:
Prepayments
£’000
10
10
£’000
21
21
Amounts falling due within one year:
Trade creditors
Accruals
£’000
16
431
447
£’000
7
588
595
2025 2024
2025 2024

Blackfinch Spring VCT Annual Report and Financial Statements
113
20 April 2026
Ordinary shares (1p shares)
Allotted, issued, and fully paid during the period:
Ordinary shares issued
Ordinary shares bought back
Number
‘000
26,321
691
25,630
Nominal Value
£’000
263
7
256
Number
‘000
46,333
-
46,333
Nominal Value
£’000
463
-
463
2025 2025 2024 2024
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 2025 there were total realised losses of £1,050,000 (2024: £550,000), and unrealised gains of £8,756,453
(2024: £10,093,199).
Revenue reserve includes all retained profits and losses. The balance on the account is distributable.
The Company declared and paid two dividends in 2025, the first in May 2025 and the second in August 2025. The dividend
rates totalled 5.2 pence (2024: 5.1 pence) per share for shareholders, and equated to £2,671,267 being paid (2024: £2,205,444).
These dividends were facilitated from the capital reserves.
In line with the Company’s share buyback policy and shareholder demand, three buybacks were completed during 2025.
A total of 691,485 shares were repurchased at a cost of £646,481, funded from the Company’s capital reserves.
17. Net Asset Value per Ordinary Share
Ordinary share
NAV per
share pence
92.86
Net assets
£’000
66,828
Ordinary
shares ’000
71,963
NAV per
share pence
103.62
Net assets
£’000
48,008
Ordinary
shares ’000
46,333
2025 2024
15. Called up share capital
During the year, the Company issued 26,321,859 Ordinary shares for consideration of £26,874,128. In accordance with the share
buyback policy, and at the request of shareholders wishing to sell their shares, the Company bought back 691,485 Ordinary
shares for consideration of £646,480, representing 0.96% of share capital.

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 2025:
The Investment Manager 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. However, the Company would expect to switch to an earnings
multiple when an investment has achieved the scale required for consistent profitability.
Blackfinch Spring VCT Annual Report and Financial Statements
114
20 April 2026
Assets at fair value through profit or loss:
Equity investments
Money Market Funds
Assets measured at amortised cost:
Cash at bank
Liabilities measured at amortised cost:
Creditors
Accruals
Cost £’000
47,583
3,160
8,704
(7)
(588)
58,852
Fair value £’000
55,239
3,459
8,704
(7)
(588)
66,807
2025 2024
Cost £’000
29,676
5,000
3,679
(16)
(431)
37,908
Fair value £’000
39,749
5,017
3,679
(16)
(431)
47,998

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 and
in the Investment Manager’s Review on pages 9 to 32.
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 its
nominated bank and in money-market funds.
Credit risk arising on transactions with debtors and creditors relates to transactions awaiting settlement. In the case of creditors,
credit risk arises when the Company has agreed to purchase financial instruments, but the transaction has not yet been
settled. There is a risk the counterparty may fail to complete the transaction or meet its obligations. Risk related to unsettled
transactions is considered to be small due to the short settlement period involved.
At 31 December 2025, the Company’s cash was held by Lloyds Bank plc which has a credit rating of A+, A1, AA- by Standard &
Poor’s, Moody’s and Fitch respectively. 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 MMFs (Money Market Funds). Although rising interest
rates can increase the yield earned, this can also cause the capital value of the investments to fall. The potential impact to
Portfolio Companies of interest rates is kept under review by the Investment Manager. Where debt financing is required, this
debt typically requires Investment Manager approval and is generally structured at fixed rather than variable rates, helping to
mitigate the impact of interest rate increases. During the 2025 calendar year, interest rates have decreased however due to
distribution timing, a full calendar year of MMF distributions was not achieved until January 2026.
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 counterparty risk, the Company diversifies across more than one
institution for MMFs.
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
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20 April 2026

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 £16.57m and
26.80p 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 approximately 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.
20. Post Balance Sheet Events
Non-adjusting event
Since 31 December 2025 the Company has completed the following additional investment transactions:
• investment of £220,000 in Quantcore Technologies Ltd
• investment of £1,719,999 in Keel Holdings Ltd
• investment of £1,515,276 in Archangel Lightworks Ltd
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116
20 April 2026

• investment of £1,051,893 in Chemastery Group Ltd
• investment of £1,666,798 in Dipole Systems Ltd
• investment of £551,899 in 3PLs Platform Ltd
• investment of £650,000 in What Matters Now Ltd
• investment of £426,899 in GT Green Technologies Ltd
• investment of £100,000 in H2CHP Ltd
• investment of £434,384 in Oculo Technologies Ltd
• investment of £447,592 in Optera Holdings Ltd
• investment of £177,104 in Quantcore Technologies Ltd
• investment of £707,040 in Spaceflux Ltd
• investment of £699,997 in Teamed Ltd
• investment of £476,903 in Virtual Class Ltd
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 2.87% of the total Net Asset Value as at 31 December 2025 (2024: 2.77%).
There were no other contingencies or guarantees as at 31 December 2025 (2024: none).
22. Transactions with the Investment Manager
The Company retains Blackfinch Investments Limited for the following services, for which the following amounts were paid
during the period.
FEE SUMMARY
AMOUNT PAID FOR
THE PERIOD ENDING
31 DECEMBER 2025 (£)
AMOUNT PAID FOR
THE PERIOD ENDING
31 DECEMBER 2024 (£)
Investment
Management
Fee
The Company will pay the Investment Manager
an annual Investment Management Fee of
2.5% of the NAV. However, the Investment
Manager will rebate 0.5% of the NAV per annum
to Investors making the effective annual
investment management fee 2% of the NAV.
1,590,468
947,822
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117
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Blackfinch Spring VCT Annual Report and Financial Statements
118
20 April 2026
Administration
Fee
The Company pays the Administrator a Fee
of the higher of 0.3% of the prevailing Net
Asset Value or £60,000 (plus VAT if applicable)
per annum, payable quarterly in arrears in
consideration for the administration services
provided by the Administrator to the Company.
190,856 136,593
Receiving
Agent fee
The Company pays the Receiving Agent a fee
of £10,000 plus 0.12% of the monies subscribed
for Shares under the Offer (plus VAT if applicable),
for providing receiving agent services to the
Company in connection with the Offer.
41,274
24,095
Initial
Promotion
Fee
The fee payable by the Company to the
Promoter pursuant to the Offer Agreement
for an amount equal to 2.5% of the Subscription
Amount under the Offer, less any discounts
for early investment and Existing Blackfinch
Group Investors.
307,445 172,748
Total
2,130,043 1,281,258
23. Related Party Transactions
The remuneration and shareholdings of the Directors, who are key management personnel of the Company, is disclosed in the
Directors’ Remuneration Report on pages 72 to 76.
24. Geographical Analysis
The operation of the Company is wholly in the United Kingdom.

Blackfinch Spring VCT Annual Report and Financial Statements
119
20 April 2026
Directors and Advisers
Directors (all non-executive)
Peter Lionel Raleigh Hewitt (Chairman)
Katrina Tarizzo
Nicholas Pillow
All of:
Registered Office at
Meadow Barn, Elkstone Studios
Cheltenham
GL53 9PQ
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
Meadow Barn
Elkstone Studios
Cheltenham
GL53 9PQ

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120
20 April 2026
Appendix
Operational Expenses
The table below sets out the calculation of the Company’s cost cap as at the end of the period.
Running Expenses %
as per Year End NAV
Total costs
Costs excluded from the cost cap calculation
Balance of costs (Operational Expenses)
NAV as at the end of the period
3.5% of NAV
Operational Expenses as % of year end NAV
Period ending
31 December 2025
(12 months) (£)
2,150,624
(232,745)
1,917,879
66,828,435
2,338,995
2.87%
Period ending
31 December 2024
(12 months) (£)
1,569,051
(239,182)
1,329,869
48,007,660
1,680,268
2.77%

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121
20 April 2026
Investment Manager's Fee
Directors’ Fee
Administration Fee
Registrar’s Fee
Receiving Agent Fee
Audit Fees ¹
Shareholder Communications ¹
VCT Status Fees ¹
LSE Fees ¹
Broking Fees ¹
RNS Fees ¹
CT Compliance Fees ¹
FCA Fees ¹
Insurance ¹
Other Professional Fees ¹
Irrecoverable VAT
1
Bank Charges²
Total Costs
Ongoing Charges ²
Average NAV
Ongoing charge % as per average NAV
Shareholders' rebate (20% of Investment management fee)
Average NAV less shareholders' rebate
Ongoing charge less shareholders’ rebate % as per average NAV
Period ending
31 December 2025
(12 months) (£)
1,590,486
75,723
190,857
18,558
41,274
77,859
5,054
8,000
12,130
9,176
6,663
2,784
8,401
5,749
11,884
85,045
999
2,150,624
2,149,625
63,598,206
3.38%
(318,094)
63,280,112
2.88%
Period ending
31 December 2024
(12 months) (£)
1,065,336
66,772
127,929
36,411
-
61,888
82,136
9,500
10,650
5,684
7,480
1,913
8,209
-
12,304
72,032
807
1,569,051
1,568,244
42,510,396
3.69%
(213,067)
42,297,329
3.19%
Ongoing Charges
Presented below is the calculation for the ongoing charges both including and excluding shareholders’ rebate.
The ongoing charges figure is calculated based on average NAV throughout the period.
¹ Values excluded from the cost cap as detailed in the relevant agreements and prospectus
² Bank charges are excluded from the ongoing charges figure.

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 4 June 2026 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 28 May 2026, 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 2025
together with the Independent Auditor’s Report thereon.
2. That the Directors’ Remuneration Report for the year ended 31 December 2025 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 2027 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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20 April 2026

5. To re-elect Katrina Tarizzo as a director of the Company.
6. To re-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 61% of the issued share capital of the Company as at
1 April 2026, 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 9m 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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123
20 April 2026

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 6m 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 2 June 2026.
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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. 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 2 June 2026 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.
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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.
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 2 June 2026.
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 of the 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.
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20 April 2026

• By amending your proxy vote online by accessing the ‘Vote Here’ button/link on the Company’s website:
blackfinch.investments/vct/
Whichever method is used, the revocation notice must be received by the Company no later than 11.00 a.m. on 2 June 2026
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.
Blackfinch Spring VCT Annual Report and Financial Statements
127
20 April 2026

IMPORTANT INFORMATION
Capital at Risk. Blackfinch Spring VCT Plc, Meadow Barn, Elkstone Studios, Cheltenham,
GL53 9PQ. Registered company in England and Wales Company no. 12166417.