ANNUAL REPORT & ACCOUNTS 2025
Puma Alpha VCT plc
2
Contents
Officers and
Professional Advisers
Directors'
Report
Chairman's
Statement
Directors’ Remuneration
Report
Financial
highlights
Corporate Governance
Statement
Portfolio
diversification
Independent Auditor's
Report
Investment
Manager’s Report
Income
Statement
Qualifying
investments
Balance
Sheet
Liquidity management
investments
Statement of
Cash Flows
Investment portfolio
summary
Statement of
Changes in Equity
Significant
investments
Notes to the Financial
Statements
Directors'
biographies
Notice of Annual
General Meeting
Strategic
Report
1
Officers and
Professional Advisers
Directors
Egmont Kock (Chairman)
Richard Oirschot
Michael van Messel
Secretary
Eliot Kaye
Registered Number
11939975
Registered Office
Cassini House
57 St James’s Street
London
SW1A 1LD
Investment Manager and Administrator
Puma Investment Management Limited
Cassini House
57 St James’s Street
London
SW1A 1LD
Registrar
Neville Registrars
Neville House
Steelpark Road
Halesowen
B62 8HD
Auditor
MHA
6th Floor
2 London Wall Place
London
EC2Y 5AU
Sponsor and Solicitors
Howard Kennedy
No 1 London Bridge
London
SE1 9BG
Bankers
The Royal Bank of Scotland plc
250 Bishopsgate
London
EC2M 4AA
VCT Tax Adviser
Shoosmiths LLP
1 Bow Churchyard
London
EC4M 9DQ
Custodian
Pershing Securities Limited
1 Canada Square
London
E14 5AL
J. P. Morgan SE, Luxembourg Branch
European Bank & Business Centre
6, route de Trèves
L-2633 Senningerberg
Luxembourg
Howard Kennedy
No 1 London Bridge
London
SE1 9BG
Overview
The Company’s Net Asset Value (“NAV”) per share at the end of the year
stood at 99.32p (2024: 108.35p) a decrease of 9.03p (-8.33%) from the
same time in the previous year. Overall total return including dividends
is 107.32p.
The Company’s loss for the year was £1.8m (2024: loss £4.1m).
Fundraising
We are happy to report that at the year end the Company had raised
£5.9m, and since the year end a further £2.1m has been raised. This gives
the Company additional deployable funds to continue building a robust
portfolio and will help spread fixed costs over a wider shareholder base.
Investment activity and portfolio
2024-25 has seen three new qualifying investments having been made
in the period, alongside other Puma managed funds. These investments
were: £0.8m into Aveni, a RegTech company that uses AI to digitise
and automate quality assurance processes for financial services firms;
£0.3m into NRG, a company that runs inclusive, lower cost gyms across
the country, and £0.2m into Semeris, a legal document management
software company designed to assist financial services companies in
reviewing, analysing, and summarising legal documentation. This brings
the overall number of qualifying investments to 20.
In addition, follow-on investments were made: £0.5m into Bikmo; £1.0m
into Le Col; £1.5m into Pockit, £41k into Iris and £0.1m into Thingtrax.
Within the portfolio, the Company’s holdings in CameraMatics and
Pockit had the largest positive valuation movements. Everpress and
Le Col had the largest negative valuation movements in the year.
During the year, Pockit, a specialist in pre-paid spending cards, acquired
Monese and raised 3rd party equity at a valuation that resulted in a
significant increase in the valuation since the previous year end in
February 2024.
The valuation of Iris, a specialist in cleaning speech and other audio
using AI, has increased in the year under review having previously been
held at cost at February 2024. The Company has completed follow on
investment rounds, led by BOKA Capital. Iris continue to build up the
pipeline of opportunities, particularly in the mission critical vertical
in the US.
CameraMatics, which provides fleet management solutions, continues
to steadily grow its contracted Annual Recurring Revenue (ARR) across
the UK, EU and US, with the enterprise value steadily increasing as a
result of the strong growth in the committed orderbook and favourable
market dynamics.
The trading environment has remained challenging for Everpress,
the fashion platform. There remain some exciting launches in the
pipeline, however several larger launches have not been performing
in line with expectation and taking longer to come through the pipeline.
The valuation has been marked down to reflect the tighter finances
and lower than expected growth.
2
Chairman’s Statement
I am pleased to present the report and financial
statements for Puma Alpha VCT plc ("the Company")
for the year to 28 February 2025.
Three new portfolio
companies added in
the year with a
further two added
post year-end
taking the total
number of
investments to
£. million raised
in new equity and a
further £.m raised
post year-end
p per share
dividend declared
during the year and
paid post year-end
Trading continues to be challenging for Le Col,
the supplier of high-end bicycle clothing, as the
whole industry has experienced. Like its peers,
the company engages in promotions and sales
discounting to drive sales volume, but limits the
impact of this to protect margins. As a result of
the tough trading environment, the valuation has
been written down since February 2024.
NAV
The Company’s NAV stood at 99.32p (2024: 108.35p)
at the year end of 28 February 2025. This impairment
is largely driven by decreases in investment
valuations in the year, the accrual of the dividend
paid post year-end, coupled with management
fees and other expenses incurred in the year.
VCT qualifying status
Shoosmiths LLP provides the Board and the
Investment Manager with advice on the ongoing
compliance with HMRC rules and regulations
concerning VCTs and has reported no issues in
this regard for the Company to date. Shoosmiths
and other specialist advisors will continue to
assist the Investment Manager in establishing
the status of potential investments as qualifying
holdings. Shoosmiths will continue to monitor rule
compliance and maintaining the qualifying status
of the Company’s holdings in the future.
Changes to listing rules
We are pleased to acknowledge the recent
changes in the UK listing rules, which took effect
on 29 July 2024. These reforms, introduced by the
Financial Conduct Authority (FCA), represent the
most significant overhaul of the UK's listing
regime in over three decades.
The new rules are designed to support a wider
range of companies in issuing their shares on UK
exchanges, thereby increasing opportunities for
investors. By simplifying the listings regime into
a single category and streamlining eligibility criteria,
the FCA has aligned the UK's market standards
with international norms while ensuring that
investors have the necessary information to make
informed decisions.
The Company is listed on the LSE as a Closed
Ended Investment Fund and importantly,
these changes do not affect the operations
and management of the VCT. Our commitment
to maintaining robust governance and operational
excellence remains steadfast.
Outlook
Just eight months ago the UK entered a period
of political stability after the 2024 general
election with inflation abating, interest rates on
a downward trend and signs of rising business
confidence and risk appetite. This optimism was
dampened somewhat by some controversial
policy measures seemingly inconsistent with the
new government’s growth agenda. And now we
face an unprecedented period of turbulence and
uncertainty following political changes in the US
where the newly elected President has embarked
upon a series of extreme and disruptive policy
measures. We seem to be heading for a global
tariff war in which things are moving very fast. It’s
impossible to judge whether the extreme rhetoric
we are seeing will translate into equally extreme
policy measures. The one thing we can be confident
about is that history shows that there are no
winners in a tariff war.
Significant geopolitical risk remains although there
are initiatives under way to bring the conflicts in
Ukraine and the Middle East to an end. We will have
to see how these developments evolve but they
are deeply complex and it’s unrealistic to expect
quick solutions. Recent weeks have seen significant
commitments to increased defence expenditure
particularly across Europe and the UK. This has
positive implications for growth although financing
challenges and manufacturing lead times mean that
it will not happen quickly.
These global headwinds have triggered downgrades
in growth forecasts in both the UK and globally.
Things have moved quickly with the relative optimism
of a few months ago now being undermined by the
fallout from higher trade barriers and mounting
geopolitical uncertainty.
Turbulent times bring opportunity especially for
businesses agile enough to respond rapidly to
disruption and change. This VCT has shown that
it can adapt quickly to changes in the political
and economic environment when developing
its portfolio. The UK continues to benefit from an
active and well-established SME market in which
the Manager has a strong reputation as a provider
of capital. This applies especially to well-managed,
later-stage SMEs where bank lending, despite some
policy support, continues to remain challenging for
even the best of these businesses. This, alongside
the institutional support the Manager is able to offer,
continues to make for a compelling equity offer from
the Company. Market turbulence places emphasis
on the Company’s ability to adapt and focus efforts
on businesses which are well placed to thrive in this
new environment. We are confident that we have
the team to do this and assemble a portfolio capable
of delivering attractive returns to shareholders.
Egmont Kock
Chairman
17 June 2025
3
CHAIRMAN’S STATEMENT > CONTINUED
4
Financial highlights
AS AT 28 FEBRUARY 2025
Company details and performance
Fundraising and cash Qualifying investment activity
£.m
Net Assets
p
Dividend paid
post year-end
£.m
Available for new investments
as at the year-end
%
NAV invested in qualifying
investments
£.m
Cash raised in the year
%
Increase in qualifying value
over cost
New investments in year
ending February 2025
£.m
Cash raised post year-end
.p
NAV / Share
5
Portfolio diversification
AS AT 28 FEBRUARY 2025
%
Consumer
%
B2B2C
%
B2B
%
Marketplace
Invested by business model (fair value)
Figures subject to rounding.
%
Consumer
%
Consumer services
%
Software and other technology
%
Business services
%
Financial and insurance
technology
%
Logistics technology
%
HR technology
Invested by sector (fair value)
6
Investment
Manager’s Report
However, despite the challenges, the UK economy
is forecasted to grow by 1.0% in 2025, with an
acceleration to 1.9% in 2026. This growth outlook
provides a positive backdrop for SMEs, which are
often seen as the backbone of the UK economy.
SMEs have demonstrated resilience, with many
adapting their business models to navigate the
economic uncertainties. It is easy to forget, but
the 24 months leading up to February 2025 have
marked a period of significant recovery for the
UK economy. Following a tumultuous phase
characterised by runaway inflation and rapid
interest rate hikes, the economic landscape has
begun to stabilise. While challenges persist, the
environment is considerably more favourable
than the preceding period of economic panic.
The cost of living spike, driven by inflation and
high interest rates, has shown signs of easing.
The Consumer Price Index (CPI) has moderated,
reflecting a decline from the peak levels seen in
previous years. The Bank of England's cautious
approach to monetary policy, including measured
interest rate cuts, has provided some relief to
both consumers and businesses. However, the
impact of past inflationary pressures continues
to be felt, particularly among SMEs.
In this evolving economic landscape, change
brings opportunity, especially for agile companies
with a sharp focus on their customers. SMEs,
known for their flexibility and adaptability, are
well-positioned to capitalise on these opportunities.
Unlike large corporations with complex supply
chains optimised for a stable environment, SMEs
can pivot quickly to meet changing market
demands. This agility allows them to innovate and
capture market share, even in uncertain times.
Despite the broader economic challenges, the US
market has been a strong performer within our
portfolio. Companies such as CameraMatics has
secured new deals, as its safety-driven platform
makes the company stand out within the US market,
positioning them strongly for further growth.
The international economic
environment plays a crucial role
in shaping the prospects for
UK small and medium-sized
enterprises (SMEs). It has been
hard to miss the headlines relating
to US tariff increases and we
are yet to see the full outcomes
of the economic policies and
changes, with the situation
evolving as we write this. The
interplay between US economic
performance and global
markets will undoubtedly have
implications for UK companies,
particularly those engaged
in transatlantic trade.
7
On the consumer front, volatility remains a
significant concern. This is evident in companies
such as Le Col, where we have been cautious
and trimmed carrying value. Similarly, Everpress
has faced considerable valuation reductions
as consumer sentiment fluctuates. These
adjustments reflect the ongoing challenges in
the consumer sector, where market dynamics are
rapidly changing and require careful navigation.
New additions to the portfolio include Aveni, who
create Large Language models (LLMs) and AI
products designed specifically for the financial
services industry, Semeris, a finance-focused
legal AI specialist, and NRG Gyms, a profitable
gym and wellness business designed for people
seeking superior quality at competitive rates.
I am also pleased to announce that post-period
end, the Puma VCTs invested £6.2 million in
LOVE CORN, the leading UK snack brand sold
in over 20,000 stores across the UK and US.
From the outset we have aimed to construct
a well-diversified portfolio, and have avoided
concentrating our investments in a single sector.
This strategy has proven effective over time,
positioning us well to navigate economic
challenges that the global macroeconomic
environment may present. In addition, we
consistently maintain an active approach in
engaging with the companies in our portfolio.
By working closely with management, we
support our portfolio companies to refine
growth plans, enhance commercial strategy,
and strengthen business operations.
https://obr.uk/efo/economic-and-
fiscal-outlook-march-2025/
INVESTMENT MANAGER’S REPORT > CONTINUED
8
Qualifying
investments
In this section, we
look at the following
investments within
our portfolio in
more detail.
Aveni is a technology firm specialising in artificial
intelligence and natural language processing
(NLP) to enhance productivity and risk oversight
in financial services. Its platforms, Aveni Assist
and Aveni Detect, use NLP to record, transcribe,
and analyse conversations, providing voice-
driven automation and efficiency. Puma’s
investment has fuelled the growth of core
products and the launch of Aveni Meeting
Assistant. Performance has been positive,
with new customers and renewals from large
clients. In the first six months post-investment,
key roles were filled, including Head of Sales
and Chief Product Officer. Aveni recently won
the Scottish Fintech of the Year award and
continues to focus on product improvement and
increasing penetration in the UK wealth sector.
Aveni
Bikmo
CameraMatics
Lucky Saint
NRG
Pockit
Semeris
Bikmo is a specialist cycle and e-mobility
insurer, protecting over 75,000 riders across
the UK, Ireland, Germany and Austria.
Despite macro challenges in the bike
and cycling markets, Bikmo continues to
grow, although slightly behind budget.
Recently, the company has focused on
laying the groundwork to accelerate
growth, including onboarding key
partners and hires to capitalise on market
opportunities and strengthen the team.
Bikmo aims to grow its UK book through
direct sales and partnerships, while
expanding into Europe. This includes
both focusing on the core consumer
product and developing propositions in
adjacent areas, such as bike leasing and
commercial insurance, with partners.
9
CameraMatics, an award-winning fleet
risk management solution, continues its
mission for safer roads with an advanced
AI-powered collision avoidance system.
This system enhances driver reaction times
and blind spot visibility using deep learning
algorithms to scan for pedestrians, hidden
road users, and cyclists. The company
recorded another year of revenue growth,
securing further contracts for the coming
year. Following the launch of CameraMatics
Zero last year, the first customer, Bradford
Building Supplies, is now live, using it to
track mileage, expenses, and emissions.
CameraMatics continues to scale in key
markets, focusing on the US where it saw
strong growth. Puma is working with
CameraMatics on a strategic growth plan.
NRG Gyms operates inclusive, lower-cost
gyms across the country. Since Puma's
initial investment, the business has grown
from two to seven gyms. Performance
has been robust, with the new Newcastle
facility boasting the highest membership
levels among the seven sites. Recently, NRG
strengthened its management team by
appointing Neil Greenhalgh, a former JD
Sports CFO, as a Non-Executive Director.
The company is focused on expanding
new sites and exploring M&A opportunities
to scale the business. Puma is actively
working with the management team to
assess new sites and ensure consistency
using a standardised methodology.
Lucky Saint is the UK's leading alcohol-free
beer brand. Since Puma’s investment,
Lucky Saint has expanded distribution
and maintained strong market share
despite increased competition. In 2024,
the company navigated hospitality
sector challenges and anticipates
further impacts in 2025 due to National
Insurance changes and Extended
Producer Responsibility regulations.
Recent initiatives include a successful
Dry January campaign with a "Free pint"
promotion and sponsorships of the Tour
of Britain and Hackney Half, aligning with
its core customer base. Lucky Saint aims
to consolidate its position and increase
market share across all channels, with
Puma actively supporting the company
in achieving its strategic goals.
10
Pockit provides pre-paid spending cards and
current accounts to under-served communities.
Its app enables international money transfers,
direct debits, online and in-store purchases,
and salary advances for unexpected expenses.
Pockit has shown strong revenue growth,
driven by high demand for its credit offering.
Recently, Pockit acquired Monese, a pan-
European FinTech, benefiting from Monese’s
regulatory infrastructure and operational
synergies. Pockit is focused on integrating
Monese and offering its credit products to
Monese’s customer base to drive revenue.
The company recently appointed Gene Lockhart,
former president and CEO of Mastercard
International, and Malcolm Le May, former CEO
of Vanquis Banking Group, to its board. Puma
is assisting with strategic direction, European
expansion, and new product features.
Semeris combines AI and human expertise
to help financial institutions streamline legal
document analysis and meet compliance
standards. Puma invested £3.4 million in
February 2025 to strengthen Semeris’s sales
team and expand into new asset classes.
Founded in 2020 by Peter Jasko and
Sam Daroczy, Semeris boasts a strong
management team with deep industry
knowledge. Semeris Docs has structured
deals worth over $50 billion, working with
major investment banks, law firms, and
asset managers. The company aims to
continue its growth in European and US
markets, leveraging the investment to
develop products for new markets. Puma
supports Semeris in enhancing internal
monitoring functions and positioning the
business for an exit in the next 3 to 5 years.
11
Liquidity
management
investments
12
Puma Investment Management Limited
17 June 2025
An active approach is taken to manage
any cash held, prior to investing
in VCT qualifying companies.
The rules for VCTs limit the income which can be received
from bank deposits, making them an unattractive way
of holding funds waiting to be invested. As a result, during
a period where funds remain not yet deployed in qualifying
investments in smaller companies, to earn a return on
these funds a VCT needs to hold investments rather than
cash deposits.
The Company’s liquidity management strategy focuses
on short term bonds held through collective investment
schemes. During the year, the strategy earned £68k in gains,
invested a further £1.4m and disposed of £2.3m to end the
year with an overall valuation of £2.8m.
13
AS AT 28 FEBRUARY 2025
Investment portfolio summary
Of the investments held at 28 February 2025, all are incorporated in England and Wales,
except for MySafeDrive Limited and HR Duo Limited who are incorporated in Ireland.
Valuation
£’000
Cost
£’000
Gain/(loss)
£’000
Valuation
as a % of
Net Assets Multiple
Qualifying Investments
ABW Group Limited (“Ostmodern”) - 1,008 (1,008) 0% 0.00x
Aveni Limited 758 758 - 2% 1.00x
Bikmo Limited 661 638 23 2% 1.04x
Deazy Limited 1,000 1,000 - 3% 1.00x
Dymag Group Limited - 1,957 (1,957) 0% 0.00x
Everpress Limited - 2,100 (2,100) 0% 0.00x
Forde Resolution Company Limited (“HR Duo”) 455 347 108 1% 1.31x
Iris Audio Technologies Limited 488 265 223 2% 1.84x
Le Col Holdings Limited 1,758 3,599 (1,801) 6% 0.49x
MUSO Limited 504 500 4 2% 1.01x
MyKindaCrowd Limited (“Connectr”) 1,286 1,949 (663) 4% 0.66x
MySafeDrive Limited (“CameraMatics”) 8,227 2,514 5,713 27% 3.27x
Not Another Beer Co Limited (“Lucky Saint”) 941 711 230 3% 1.32x
NQOCD Consulting Limited ("Ron Dorff”) 3,725 2,545 1,180 12% 1.46x
Pockit Limited 3,443 2,032 1,411 11% 1.69x
SA Fitness Holdings Limited (“NRG”) 254 254 - 1% 1.00x
Semeris Limited 189 189 - 1% 1.00x
Thingtrax Limited 613 537 76 2% 1.14x
Transreport Limited 1,017 1,017 - 3% 1.00x
TravelLocal Limited 234 234 - 1% 1.00x
Total Qualifying Investments 25,553 24,114 1,439 83% 1.06x
Total Investments 25,553 24,114 1,439 83%
Balance of Portfolio 5,133 5,133 - 17%
Net Assets 30,686 29,247 1,439 100%
13
Significant investments
The financial data of the underlying portfolio companies is not disclosed as they are privately held businesses.
AVENI LIMITED
Cost (£'000) 758
Investment comprises:
Ordinary shares 194,301
Debt -
Valuation method Multiples
Valuation (£'000) 758
Multiple of Investment Cost 1.0x
Income received by the Company from this holding in the period (£’000) n/a
Source of financial data Unaudited group management accounts for
financial year up to 30 June 2024
Aveni Limited develops software that uses AI, machine learning, and natural language processing to analyse financial
advisors' client interactions, designed to save time at the analysis stage. The equity held in the company is in A Ordinary
Shares. Only A Ordinary Shares attract full voting rights.
MYSAFEDRIVE LIMITED (“CAMERAMATICS”)
Cost (£'000) 2,514
Investment comprises:
Ordinary shares 3,299
Debt -
Valuation method Multiples
Valuation (£'000) 8,227
Multiple of Investment Cost 3.27x
Income received by the Company from this holding in the period (£’000) n/a
Source of financial data Unaudited group management accounts for
financial year up to 31 March 2024
MySafeDrive Limited provides an award-winning solution for risk management within large fleets of vehicles. Working
across Ireland, the UK and US, the business is positioned at the forefront of fleet and vehicle safety technology. Its disruptive
solution incorporates artificial intelligence, machine learning, camera technology, vision systems and telematics to help
fleet operators reduce risks and drive new safety standards. The equity held in the company is B and C Ordinary Shares.
Only B Ordinary Shares attract full voting rights.
14
15
NOT ANOTHER BEER CO LIMITED (“LUCKY SAINT”)
Cost (£'000) 711
Investment comprises:
Ordinary shares 40,128
Debt -
Valuation method Multiples
Valuation (£'000) 941
Multiple of Investment Cost 1.3x
Income received by the Company from this holding in the period (£’000) n/a
Source of financial data Unaudited group management accounts for
financial year up to 31 December 2023
Not Another Beer Co Limited is the leading dedicated non-alcoholic beer brand in the UK. The equity held in the
company is in D Ordinary Shares. Only D Ordinary Shares attract full voting rights.
POCKIT LIMITED
Cost (£'000) 2,032
Investment comprises:
Ordinary shares 11,629,921
Debt -
Valuation method Multiples
Valuation (£'000) 3,443
Multiple of Investment Cost 1.7x
Income received by the Company from this holding in the period (£’000) n/a
Source of financial data Unaudited group management accounts for
financial year up to 31 December 2023
Pockit Limited is a fintech company offering a suite of financial products and ancillary services direct to customers.
The equity held in the company is in D, F and G Ordinary Shares. D, F and G Ordinary Shares attract full voting rights.
SIGNIFICANT INVESTMENTS > CONTINUED
16
SIGNIFICANT INVESTMENTS > CONTINUED
SA FITNESS HOLDINGS LIMITED (“NRG”)
Cost (£'000) 254
Investment comprises:
Ordinary shares 2,089
Debt -
Valuation method Multiples
Valuation (£'000) 254
Multiple of Investment Cost 1.0x
Income received by the Company from this holding in the period (£’000) n/a
Source of financial data Unaudited group management accounts for
financial year up to 31 December 2023
SA Fitness Holdings Limited is a low-cost gym group in the UK, trading as NRG Gyms. The equity held in the company is
in D Ordinary Shares. Only D Ordinary Shares attract full voting rights.
SEMERIS LIMITED
Cost (£'000) 189
Investment comprises:
Ordinary shares 83,843
Debt -
Valuation method Multiples
Valuation (£'000) 189
Multiple of Investment Cost 1.0x
Income received by the Company from this holding in the period (£’000) n/a
Source of financial data Unaudited group management accounts for
financial year up to 31 March 2024
Semeris Limited is a software provider to large financial institutions and their service providers, specializing in the traded
securities space. The equity held in the company is in A Ordinary Shares. Only A Ordinary Shares attract full voting rights.
17
Egmont Kock
NONEXECUTIVE CHAIRMAN
Egmont was previously a partner at Deloitte where he served both on Deloitte Consulting’s
Global Executive and on Deloitte’s UK Executive and European Board. He led Deloitte’s
consultancy business across the Europe, Middle East and Africa regions, working with
CEOs and senior executives implementing change in major companies and institutions
around the world. He has since been an active investor in start-up businesses and in
this respect is Chairman of Doodle Productions Limited which has just produced its
third series of children’s TV programmes for the BBC. He was previously Chairman of
Puma VCT 9 plc, and has been actively involved in education, both as a trustee of United
Learning and the Chair of Governors at a leading girls’ school. He has a degree from the
University of Manchester, is a member of the Institute of Chartered Accountants in England
and Wales and has completed a business school programme at IMD in Lausanne.
Richard Oirschot
Richard previously established and managed the Barclays Ventures Turnaround
Investment Fund, leading over 25 investments and being the fund’s representative on 15
SME boards (predominantly in the UK). Since leaving Barclays he has undertaken various
management and advisory roles, including serving as a non-executive member on the
board of The Insolvency Service. He has over 20 years of experience in corporate recovery
working for UK accountancy firms focused on the UK SME sector including 7 years as a
director for PKF. He is a Fellow of the Institute of Chartered Accountants in England and
Wales and holds a BSc in Economics with Accountancy from Loughborough University.
Michael van Messel
Michael joined Shore Capital in 1993 as Group Financial Controller and became Operations
Director in 2000. He is the head of Shore Capital’s finance team, including its treasury
function, and is also responsible for all operations at Shore Capital including all banking
facilities. Michael has been involved in assessing, and subsequently monitoring, each
company to or in which Shore Capital has lent or invested money. He began his career
at Hacker Young where he qualified as a Chartered Accountant. He then worked as a
specialist in their tax department and, subsequently, for Coopers and Lybrand within
its financial services group. He is a Fellow of the Institute of Chartered Accountants
in England and Wales and has a degree in Physics from Imperial College.
Directors’ biographies
18
Principal activities and status
The Company was incorporated on 11 April 2019. The
principal activity of the Company is the making of
investments in qualifying and non-qualifying
holdings of shares or securities. The Company is an
investment company within the meaning of Section
833 of the Companies Act 2006. The Company has
been granted approval by the Inland Revenue
under Section 274 of the Income Tax Act 2007 as a
Venture Capital Trust. The Directors have managed,
and continue to manage, the Company’s affairs in
such a manner as to comply with Section 274 of the
Income Tax Act 2007. The Company’s ordinary
shares of 0.01p each were listed on the Official List
of the UK Listing Authority on 5 June 2020.
Business model and strategy
The Company operates as a VCT to enable its
shareholders to benefit from tax reliefs available.
The Directors aim to maximise tax free distributions
to shareholders by way of dividends paid out of
income received from investments and capital
gains received following successful realisations. The
Company’s strategy is set out in the Investment
Policy set out below.
Investment policy
Puma Alpha VCT plc seeks to achieve its overall
investment objective (of proactively managing the
assets of the fund with an emphasis on realising
gains in the medium term) to maximise
distributions from capital gains and income
generated from the Company’s assets. It intends to
do so whilst maintaining its qualifying status as a
VCT, by pursuing the following Investment Policy:
The Company may invest in a mix of qualifying and
non-qualifying assets. The qualifying investments
may be quoted on AIM or a similar market or be
unquoted companies. The Company may invest in a
diversified portfolio of growth orientated qualifying
companies which seek to raise new capital on
flotation or by way of a secondary issue. The
Company will target investments in unquoted
companies with a strong and experienced
management team, a proposition that is
commercially validated through sales volume, a
clear and comprehensive plan for growth, and
operating in a well-defined market niche with
proven market fit. The Company has to have in
excess of 80% of its assets invested in qualifying
investments as defined for VCT purposes.
Strategic Report
The Directors present their Strategic Report of the Company
for the year ended 28 February 2025. The purpose of
the report is to inform members of the Company and
help them assess how the Directors have performed
their duty to promote the success of the Company.
19
The portfolio of non-qualifying investments will be
managed with the intention of ensuring the
Company has sufficient liquidity to invest in
qualifying investments as and when opportunities
arise. Subject to the Board and Investment
Manager’s view from time to time of desirable
asset allocation, it may comprise quoted ordinary
shares or securities on a regulated market,
collective investment schemes (including UCITs),
shares or units in an alternative investment fund,
and cash on short-term deposit.
A full text of the Company’s investment policy can
be found within the Company’s prospectus at
www.pumainvestments.co.uk.
Principal risks and uncertainties
The Board have carried out a robust assessment
of the Company’s emerging and principal risks,
including those that might threaten the
Company’s business model, future performance,
solvency or liquidity and reputation. The Board
receives regular reports from the Investment
Manager and uses this information along with
their own knowledge and experience to identify
any emerging risks, so that appropriate
procedures can be put in place to manage or
mitigate such risks.
The principal risks facing the Company relate to its
investment activities, specifically market price risk,
as well as interest rate risk, credit risk and liquidity
risk. An explanation of these risks and how they
are managed is contained in note 15 to the
financial statements. Additional risks faced by the
Company are as follows:
Market Conditions
There is a risk that geo-political and economic
events, can have an impact on the prospects of
certain of the Company’s investments. The
Investment Manager mitigates the risk by
maintaining close contact with all investee
companies as well as by maintaining a diverse
portfolio. Further details of the investments are
set out in the Investment Manager’s Report on
pages 6 to 11.
Investment Risk
Inappropriate stock selection leading to
underperformance in absolute and relative terms
is a risk which the Investment Manager and the
Board mitigate by reviewing performance
throughout the year and formally at Board
meetings. There is also a regular review by the
Board of the investment mandate and long-term
investment strategy and monitoring of whether the
Company should change its investment strategy.
Regulatory Risk
The Company operates in a complex regulatory
environment and faces several related risks. A
breach of s274 of the Income Tax Act 2007 could
result in the Company being subject to capital gains
on the sale of investments. A breach of the VCT
Regulations could result in the loss of VCT status
and consequent loss of tax relief currently available
to shareholders. Serious breach of other regulations,
such as the UKLA Listing Rules and the Companies
Act 2006 could lead to suspension from the Stock
Exchange. The Board receives quarterly reports to
monitor compliance with regulations and engages
external independent advisers to undertake an
independent VCT status monitoring role.
In addition, to the principal risks explained above,
the principal uncertainty that may affect the
Company relate to material changes to the VCT
regulations. The Board will continue to monitor this
and take appropriate action if required.
Risk management
The Company’s investment policy allows for a large
proportion of the Company’s assets to be held in
unquoted investments. These investments are not
publicly traded so there is not a liquid market for
them. Therefore, these investments may be difficult
to realise.
The Company manages its investment risk within
the restrictions of maintaining its qualifying VCT
status by using the following methods:
• the active monitoring of its investments by
the Investment Manager and the Board;
• seeking Board representation associated
with each investment, if possible;
• seeking to hold larger investment stakes by
co-investing with other companies managed
by the Investment Manager, so as to gain
more influence over the investment;
• ensuring a spread of investments is achieved.
Business review and future developments
The Company’s business review and future
developments are set out in the Chairman’s
Statement, the Investment Manager’s Report and
Investment Portfolio Summary on pages 2 to 13.
STRATEGIC REPORT > CONTINUED
20
Key performance indicators
At each board meeting, the Directors consider a
number of performance measures to assess the
Company’s success in meeting its objectives. The
Board believes the Company’s key performance
indicators are movement in Net Asset Value per
ordinary share and Total Return per ordinary share.
The Board considers that the Company has no
non-financial key performance indicators. In
addition, the Board considers the Company’s
compliance with the Venture Capital Trust
Regulations to ensure that it will maintain its VCT
status. An analysis of the Company’s key
performance indicators and the performance of
the Company’s portfolio and specific investments
is included in the Chairman’s Statement, the
Investment Manager’s Report and the Investment
Portfolio Summary pages 2 to 13.
Viability statement
The Directors have conducted a robust
assessment of the principal risks facing the
Company including those that would threaten its
business model, future performance, solvency or
liquidity. This is summarised above. The Directors
have assessed the prospects of the Company for
the one year period from the balance sheet date.
This is a period for which developments are
considered to be reasonably foreseeable.
This review included consideration of compliance
with VCT regulations, the Company’s current
financial position and expected cash flows for the
period and the current economic outlook.
Based on this review, the Directors have concluded
that there is a reasonable expectation that the
Company has adequate cash resources to enable it
to continue in operation and meet its liabilities as
they fall due over the one-year period to 28
February 2026.
Section 172 statement - Duty to promote the
success of the company
Section 172 of the Companies Act requires
directors of a company to act in the way they
consider, in good faith, would be most likely to
promote the success of the company for the
benefit of its members as a whole, and in doing so
have regard (amongst other matters) to:
(a) the likely consequences of any decision in the
long term,
(b) the interests of the Company’s employees,
(c) the need to foster the Company’s business
relationships with suppliers, customers and
others,
(d) the impact of the Company’s operations on
the community and the environment,
(e) the desirability of the Company maintaining
a reputation for high standards of business
conduct, and
(f) the need to act fairly between members of the
Company.
This section of the Strategic Report also sets out the
disclosures required in respect of how the Company
engages with suppliers, customers and others in a
business relationship with the Company.
The Company does not have any employees and
delegates day to day operations to service providers.
The Board’s principal concern is to focus on the
needs and priorities of its shareholders as well
as considering the wider community including
the company’s service providers and its investee
companies (as disclosed in the Investment
Manager’s Report on pages 6 to 7). The Board
consider that the Company does not have
customers, only shareholders, and its suppliers
are the service providers.
The Annual Report sets out how the Board
promotes the success of the company for the
benefit of its shareholders. The Board is focused on
high standards of business conduct and recognises
the need to act fairly between shareholders. Further
details on relations with shareholders is set out in
the Corporate Governance Statement on page 28.
The Board engages with the investment manager
at every board meeting to ensure that there is a
close and constructive working relationship and a
good understanding of the investee companies.
The Company also engages regularly with its other
service providers. The Board ensures that the
interests of current and potential stakeholders, and
the impact of the Company’s investments on the
wider community and the environment are
considered when decisions are made.
STRATEGIC REPORT > CONTINUED
21
STRATEGIC REPORT > CONTINUED
Position at
28 February 2025
.
The Company has invested 30% of funds raised in an accounting
period, in qualifying companies within 12 months after the end
of the accounting period;
Complied
.
The Company holds at least 80% of its investments in qualifying
companies;
Complied
.
At least 70% of the Company’s qualifying investments are held in
“eligible shares”;
Complied
.
No investment constitutes more than 15% of the Company’s portfolio
at time of investment;
Complied
.
The Company’s income for each financial year is derived wholly or
mainly from shares and securities;
Complied
.
The Company distributes sufficient revenue dividends to ensure that
not more than 15% of the income from shares and securities in any
one year is retained; and
Complied
.
A maximum unit size of £5 million in each VCT qualifying investment
(per tax year).
Complied
Directors and employees
The Company has not disclosed any information about, or policies in relation to, employees as it has no
employees (other than the Directors). All the directors are male.
Approved by the board and signed on its behalf by
Egmont Kock
Chairman
17 June 2025
VCT status monitoring
The Company has engaged Shoosmiths LLP to advise it on compliance with VCT requirements,
including evaluation of investment opportunities, as appropriate, and regular review of the portfolio.
Although Shoosmiths LLP work closely with the Investment Manager, they report directly to the Board.
Compliance with the VCT regulations (as described in the Investment Policy) for the year under review
is summarised as follows:
22
Directors’ Report
The Directors present their Annual Report and
the audited financial statements of the Company
for the year ended 28 February 2025. The
Company’s Registered Number is 11939975.
The Company has, in accordance with S.414C
of the Companies Act, set out in the Strategic Report,
information regarding financial risk management,
future developments and engagement with
suppliers, customers and others in a business
relationship with the Company that would
otherwise be set out in the Directors’ Report.
23
Results and dividends
The results for the financial year are set out on page
40. A dividend was declared during the year
totalling £926,830 (2024: £1,250,097) and paid post
year-end. It is the aim of the Directors to maximise
tax free distributions to shareholders by way of
dividends paid out of income received from
investments and capital gains received following
successful realisations.
Post Balance Sheet events
Details of material post Balance Sheet events are
set out in note 19 to the financial statements.
Future developments
The long-term strategy of the Company has been
disclosed in page 18 of the Strategic Report.
Capital structure
The issued share capital of the Company is detailed
in note 13 to the financial statements. Details of
share voting rights and authority to repurchase
ordinary shares are disclosed in the Corporate
Governance Statement on page 28.
Directors
The Directors of the Company during the year and
their beneficial interests in the issued ordinary shares
of the Company at 28 February 2025 were as follows:
0.01p Ordinary Shares
28 February
2025
29
February
2024
Egmont Kock (Chairman) 20,600 20,600
Richard Oirschot 20,600 20,600
Michael van Messel 50,600 20,600
No options over the share capital of the Company
have been granted to the Directors.
Investment management, administration and
performance fees
The Company has delegated the investment
management of the portfolio to Puma Investment
Management Limited (Puma Investments).
The principal terms of the Company’s management
agreement with Puma Investments is set out in
note 3 to the financial statements. The annual
running costs of the Company are subject to a
cap of 3.5% of the Company’s Net Assets at each
year-end.
Puma Investments also provide company secretarial
and other accounting and administrative support
to the Company for an aggregate annual fee of 0.35%
of the Net Assets of the Fund at each quarter end,
payable quarterly in arrears.
The Investment Manager will also be entitled to a
performance incentive fee payable in relation to each
accounting period, subject to the Performance Value
per Share exceeding the High Water Mark (being the
higher of 120p and the highest Performance Value per
Share at the end of any previous accounting period).
It is the Directors’ opinion that the continued
appointment of the Investment Manager, Puma
Investments, on the terms agreed, is in the best
interest of the shareholders. The Investment
Manager is part of the Shore Capital Group which
has a proven track record in VCT management
and has a strong network within the industry.
Corporate Governance Statement
The Company’s Corporate Governance Statement is
set out on pages 28 to 31 and forms part of the
Directors’ Report.
Global greenhouse gas emissions
The Company has no physical assets, operations,
premises or employees of its own. Consequently,
it consumed less than 40,000kWh of energy
during the year so has no greenhouse gas emissions
to report from its operations, nor does it have
responsibility for any other emissions producing
sources under the Companies Act 2006 (Strategic
Report and Directors’ Report) Regulations 2013.
Going concern
The Board receive regular reports from Puma
Investments, and in accordance with the guidance
issued by the Financial Reporting Council, the
Directors have considered a period of twelve
months from the date of this report for the
purposes of determining the Company’s going
concern status. As part of this assessment, they
have taken into consideration the geo-political
climate, and believe that there are no material
uncertainties leading to significant doubt.
On this basis, the Directors believe that it is appropriate
to continue to apply the going concern basis in
preparing the financial statements. This is appropriate
as the Company’s non-qualifying investments are held
for liquidity purposes and will be sold as and when
required to ensure the Company has adequate cash
reserves to meet the Company’s running costs.
DIRECTORS’ REPORT > CONTINUED
24
Financial instruments
The material risks arising from the Company’s
financial instruments are market price risk, credit
risk, liquidity risk and interest rate risk. The Board
reviews and agrees policies for managing each of
these risks and these are summarised in note 15 to
the financial statements. These policies have
remained unchanged since the beginning of the
financial year. As a Venture Capital Trust, it is the
Company’s specific business to evaluate and control
the investment risk in its portfolio.
Substantial shareholdings
As at 28 February 2025 and as at the date of this
report, the Company had not been notified of any
direct interests representing 3% or more of the issued
share capital of the Company.
Third-party indemnity provision for Directors
Qualifying third party indemnity provision was in
place for the benefit of all Directors of the Company.
Independent auditor
The auditor, MHA, previously traded through the legal
entity MacIntyre Hudson LLP. In response to
regulatory changes, MacIntyre Hudson LLP ceased to
hold an audit registration with the engagement
transitioning to MHA Audit Services LLP.
A resolution to reappoint MHA as independent auditor
will be proposed at the next Annual General Meeting.
Statement as to disclosure of information to
the auditor
The Directors in office at the date of this report
have confirmed that, as far as they are each aware,
there is no relevant audit information of which the
auditor is unaware. Each of the Directors have
confirmed that they have taken all the steps that
they ought to have taken as Directors in order to
make themselves aware of any relevant audit
information and to establish that it has been
communicated to the auditor.
Annual General Meeting
The Annual General Meeting of the Company will
be held at Cassini House, 57 St James’s Street,
London SW1A 1LD on 30th July 2025 at 11.00am.
Notice of the Annual General Meeting is inserted
within this document. Members will be provided
with a separate Form of Proxy.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the
Strategic Report, the Directors’ Report, the Directors’
Remuneration Report, and the financial statements
in accordance with applicable law and regulations.
Company law requires the Directors to prepare
financial statements for each financial year. Under that
law, the Directors have elected to prepare the financial
statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United
Kingdom Accounting Standards, comprising FRS 102
“The Financial Reporting Standard applicable in the
UK and Republic of Ireland”, and applicable law). Under
company law, the Directors must not approve the
financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the
Company and of the profit or loss of the Company for
that period. In preparing those financial statements,
the Directors are required to:
a) select suitable accounting policies and then apply
them consistently;
b) make judgements and accounting estimates that
are reasonable and prudent;
c) state whether applicable UK Accounting
Standards (comprising FRS 102 “The Financial
Reporting Standard applicable in the UK and
Republic of Ireland”, and applicable law). have
been followed, subject to any material departures
disclosed and explained in the financial
statements;
d) prepare the financial statements on the going
concern basis unless it is inappropriate to
presume that the Company will continue in
business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Company and enable them to ensure that the
financial statements and the Directors’ Remuneration
Report comply with the Companies Act 2006. They are
also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for
the prevention and detection of fraud and other
irregularities.
Directors’ statement pursuant to the disclosure and
transparency rules
DIRECTORS’ REPORT > CONTINUED
Each of the Directors, whose names and functions
are listed in the Directors’ Biographies on page 17,
confirms that, to the best of each person’s
knowledge:
a) the financial statements, prepared in
accordance with United Kingdom Generally
Accepted Accounting Practice (United
Kingdom Accounting Standards, comprising
FRS 102 “The Financial Reporting Standard
applicable in the UK and Republic of Ireland”,
and applicable law), give a true and fair view
of the assets, liabilities, financial position and
profit/(loss) of the Company; and
b) the Chairman’s Statement, Investment
Manager’s Report, the Strategic Report
and Directors’ Report contained in the
Annual Report include a fair review of the
development and performance of the business
and the position of the Company together
with a description of the principal risks and
uncertainties that it faces.
Directors’ statement regarding Annual Report
and Accounts
The Directors consider that the Annual Report
and Accounts, taken as a whole, is fair, balanced
and understandable and provides the information
necessary for shareholders to assess the
Company’s position and performance, business
model and strategy.
Electronic publication
The Directors are responsible for the maintenance
and integrity of the corporate and financial
information included on the Company’s website.
The financial statements are published on
www.pumainvestments.co.uk, a website
maintained by the Investment Manager.
Legislation in the United Kingdom regulating the
preparation and dissemination of the financial
statements may differ from legislation in other
jurisdictions.
On behalf of the Board.
Egmont Kock
Chairman
17 June 2025
DIRECTORS’ REPORT > CONTINUED
25
26
Directors’ Remuneration Report
This report is prepared in accordance with Schedule
420-422 of the Companies Act 2006. A resolution to approve
this report will be put to the members at the Annual General
Meeting to be held on 30th July 2025.
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 time spent and the
responsibilities borne by the Directors on the
Company’s affairs and should be sufficient to
enable candidates of high calibre to be recruited.
Directors’ fees payable during the year totalled
£67,000 (excluding VAT) as set out in note 4
to the financial statements.
On 5 July 2019 the Directors were appointed for
a period of twelve months after which either
party must give three calendar months’ notice
to end the contract.
Directors’ remuneration
The Directors are all non-executive and received
emoluments as detailed below:
Audited
Year ended
28 February
2025
£
Audited
Year ended
29 February
2024
£
Egmont Kock (Chairman) 23,000 20,000
Richard Oirschot 22,000 20,000
Michael van Messel 22,000 20,000
67,000 60,000
These are the total emoluments. There are no pension
contributions or share options. There is no requirement
for the Directors to hold shares in the Company.
Directors’ share interests are disclosed in the Directors’
Report on page 25 (audited). Brief biographical notes
on the Directors are given on page 17.
The remuneration levels for the forthcoming year
were revised to £27,000 for the Chairman and
£25,000 for the other Directors from October 2024.
The figures in the table above show the pro-rated
levels for the year. The Directors shall be paid by the
Company all travelling, hotel and other expenses
they may incur in attending meetings of the
Directors or general meetings or otherwise in
connection with the discharge of their duties. The
remuneration to be paid is as per the prospectus.
Directors’ and Officers’ liability insurance cover is
held by the Company in respect of the Directors.
Statement of voting at Annual General Meeting
Resolutions to approve the Directors’ Remuneration
Policy and the Directors’ Remuneration Report
were approved by shareholders at the AGM on 14
August 2024. Votes cast are summarised as follows:
Directors’
Remuneration
Policy
Directors’
Remuneration
Report
For 96.2% 96.2%
Against 3.8% 3.8%
Number of votes
withheld - -
On behalf of the Board
Egmont Kock
Chairman
17 June 2025
2727
28
Corporate Governance
Statement
The FRC has confirmed that members of the AIC,
who report against the AIC Code, will be meeting
their obligations in relation to the UK Code and
the associated disclosure requirements under
paragraph 9.8.6 of the Listing Rules. The AIC Code
is available on the AIC’s website www.theaic.co.uk. It
includes an explanation of how the AIC Code adapts
the principles and provisions set out in the UK Code
to make them relevant for investment companies.
Corporate governance within the investment
company industry differs from that of other
companies. In addition, VCTs differ from most other
investment companies in that they have, developed
over many years, a complex range of additional
legal, tax and regulatory requirements.
Puma Alpha VCT as a VCT has particular factors
which have an impact on its governance
arrangements, these are outlined below:
• The VCT outsources all day-to-day activities (such as
portfolio management, administration, accounting,
custody and company secretarial). This means
that it is governed entirely by a Board of Non-
Executive Directors. In these circumstances, the
proper oversight of these relationships is the key
aspect of achieving good corporate governance.
• The VCT does not have executive Directors or
employees. As a consequence, the only ‘corporate
memory’ is that of the Non-Executive Directors.
• The VCT does not have customers,
only shareholders.
The Association of Investment Companies Code of Corporate
Governance (the ‘AIC Code’), issued by the AIC in February 2019,
addresses the principles and provisions set out in the UK Corporate
Governance Code (the ‘UK Code’), issued by the Financial Report
Council (FRC) in July 2018, as well as setting out additional provisions
on issues that are of specific relevance to Puma Alpha VCT.
The AIC Code deals with matters such as the
relationship with the manager and other service
providers. In practise, most of the time spent by the
board of a well-functioning investment company
should be spent on matters of general corporate
governance (e.g. the investment strategy, policy and
performance).
Alpha VCT is committed to maintaining high
standards in corporate governance. With the
exception of the limited items outlined below, the
Directors consider that Alpha VCT has, throughout
the year under review, complied with the provisions
set out in the AIC Code:
• Provision 14 - Due to the size of the Board,
the role of Chairman and Senior Independent
Director are both performed by Egmont Kock.
The recommendation in the Code is for the
Senior Independent Director and Chairman
to be separate positions on the Board. The
Board believes that Egmont Kock’s experience
allows him to exercise proper judgement
in distinguishing between the roles.
• Provision 22, 28, 37 - Due to the size of the
Board and because there are no executive
Directors or senior management, the Company
does not have a nominations committee or
remuneration committee. Since appointment
there have been no changes to the Board of the
Directors or the Directors’ Remuneration. The
Board does not have plans in place for orderly
succession to the Board.
29
• Provision 26 - Due to the size of the Board,
a formal annual performance evaluation of
the Board, its committees and the individual
Directors has not been undertaken. Specific
performance issues are dealt with as they arise.
The Board
The Company has a Board comprising three non-
executive Directors. All Directors are independent
as defined by the Code except for Michael van
Messel as a result of his directorship in the parent
of the Investment Manager and his shareholding
in the ultimate parent company of the Investment
Manager. The Board considers that all Directors
have sufficient experience to be able to exercise
proper judgement within the meaning of the
Code. The Board has appointed Egmont Kock as
the senior independent Director and he is also
the Chairman. Biographical details of all Board
members are shown on page 17.
In accordance with the recommendations
of the Code, all the Directors will retire at the
forthcoming Annual General Meeting and, being
eligible, will offer themselves for re-election. The
Board believe that all the Directors have made
valuable contributions during the year and remain
committed to the role. The Board therefore
recommends that shareholders re-elect Egmont
Kock, Richard Oirschot and Michael van Messel
as directors at the forthcoming Annual General
Meeting.
Full Board meetings take place quarterly and
additional meetings are held as required to address
specific issues. The Board has a formal schedule of
matters specifically reserved for its decision.
These include:
• considering recommendations from
the Investment Manager;
• making all decisions concerning the acquisition
or disposal of qualifying investments; and
• reviewing, annually, the terms of engagement
of all third-party advisers (including
investment managers and administrators).
The Board makes decisions and sets policies in line
with its purpose and outlined strategy.
The attendance of individual Directors at full Board
meetings during the year was as follows:
Board meetings
Egmont Kock 4/4
Richard Oirschot 4/4
Michael van Messel 4/4
The Board has also established procedures whereby
Directors wishing to do so in the furtherance of their
duties may take independent professional advice at
the Company’s expense.
All Directors have access to the advice and services
of the Company Secretary. The Company Secretary
provides the Board with full information on the
Company’s assets and liabilities and other relevant
information requested by the Chairman, in advance
of each Board meeting.
The Board has not established a nominations
committee or remuneration committee as they
consider the Board to be small and comprises
wholly of non-executive Directors. Appointments
of new Directors and Directors’ remuneration are
dealt with by the full Board. The remuneration for
2025/26 for the Board will be as per the prospectus.
The Board reviewed Directors’ remuneration
during the year. Details of the specific levels of
remuneration to each Director are set out in the
Directors’ Remuneration Report on page 26, and
this is subject to shareholder approval.
There had been no changes to the composition of
the Board since the date of issue of the prospectus
and there are no planned changes. As a result, the
Company does not have plans in place for orderly
succession to the Board.
Audit Committee
The Audit Committee comprises the two
independent non-executive directors. It is chaired
by Richard Oirschot and meets annually with
the external auditor prior to approval of the
Company’s financial statements. There was one
Audit Committee meeting during the year which
was attended by both independent non-executive
Directors. The Audit Committee monitors the
external Auditor’s independence, the effectiveness
of the audit process and other relevant matters.
The Audit Committee receives written confirmation
each year of the external auditor’s independence.
The Audit Committee considered the need for an
internal audit function and concluded that this
function would not be an appropriate control for
a Venture Capital Trust. The Audit Committee
CORPORATE GOVERNANCE STATEMENT > CONTINUED
30
considers that the significant issues in relation to
these financial statements relate to the carrying
value and disclosure of the unquoted investments.
The Audit Committee challenge findings and
comments received from the Investment Manager
on the financial performance of the investments.
The Audit Committee, after taking into
consideration comments from the Investment
Manager and Administrator regarding the
effectiveness of the audit process, recommends to
the Board that MHA continues in office.
The Audit Committee reviews and agrees the
audit strategy paper, presented by the auditor in
advance of the audit, which sets out the significant
risk areas to be covered during the audit. The
Audit Committee meets prior to the approval of
the financial statements to consider the auditor’s
findings and challenge the work performed,
especially in relation to unquoted investments.
When considering the effectiveness of the
external audit, the Board considers the quality and
content of the audit plan and report provided to
the Committee by the auditor and the resultant
reporting and discussions on topics raised.
The Audit Committee approves the provision of any
non-audit work prior to it being undertaken. No
non-audit fees were charged during the year.
Relations with shareholders
Shareholders have the opportunity to meet
representatives of the Investment Management
team and the Board at the AGM. The Board is also
happy to respond to any written queries made by
shareholders, or to meet with shareholders if so
requested.
In addition to the formal business of the AGM,
representatives of the Investment Management
team and the Board are available to answer any
questions a shareholder may have.
Separate resolutions are proposed at the AGM on
each substantially separate issue. The Registrars
collate proxy votes, and the results (together with
the proxy forms) are forwarded to the Company
Secretary immediately prior to the AGM.
Proxy votes are announced at the AGM, following
each vote on a show of hands, except in the event
of a poll being called. The notice of the next AGM
is at the end of this document. Members will be
provided with a separate Form of Proxy.
Financial reporting
The Directors’ statement of responsibilities for
preparing the accounts is set out in the Directors’
Report on page 24, and a statement by the auditor
about their reporting responsibilities is set out in
the Auditor’s Report on pages 32 to 38.
Internal control
The Board is responsible for the Company’s system
of internal controls which have been designed to
provide reasonable, but not absolute, assurance
against material misstatement or loss.
The Board is responsible for ensuring that the
procedures to be followed by the advisers and
the Directors are in place, and for reviewing the
effectiveness of the system of internal controls on
a regular basis to ensure that the controls remain
relevant and are operating effectively. The Board
will implement additional controls if they consider
it appropriate to do so.
The Directors confirm that they have established a
continuing process throughout the year and up to
the date of this report for identifying, evaluating and
managing the significant potential risks faced by
the Company and have reviewed the effectiveness
of the internal control and risk management
systems. As part of this process, an annual review
of the internal control and risk management
systems is carried out in accordance with the
Financial Reporting Council guidelines for internal
control. There were no problems identified from
the Directors’ annual review of the internal control
and risk management systems.
Although the Board is ultimately responsible for
safeguarding the assets of the Company, the
Board has delegated, through written agreements,
the day-to-day operation of the Company to the
following advisers:
Investment Management
and Administration
Puma Investment
Management Limited
Puma Investment Management Limited identifies
investment opportunities and monitors the portfolio
of investments and makes recommendations to the
Board in terms of suggested disposals and further
acquisitions. Puma Investment Management
Limited holds a discretionary investment mandate
for all investments, although qualifying investments
decisions are all approved by the Board.
CORPORATE GOVERNANCE STATEMENT > CONTINUED
Puma Investment Management Limited is
also engaged to carry out the accounting
function and manages the retention of physical
custody of the documents of title relating to
unquoted investments. Any quoted investments
will be in CREST.
Internal control systems include production and
review of monthly management accounts. Both
the annual and interim report are reviewed and
approved by the Board. All outflows made from
the VCT’s bank accounts require the authority
of two signatories from Puma Investments, the
Investment Manager. The Investment Manager
is subject to internal monitoring as part of the
Compliance Framework.
The Board review the performance of the
Investment Manager and are satisfied with
the performance. It is considered it would be
unnecessarily burdensome to establish a
separate management engagement committee
given the entity’s size.
Board diversity and inclusion
The Board currently comprises all male Directors.
The Board is conscious of the need for diversity
and will consider male and female candidates
from all backgrounds and walks of life when
appointing new Directors. The Board considers
that each candidate should be appointed
on merit with reference to their professional
achievement, skill set and experience to make
sure the best candidate for the role is appointed
when required.
The Manager has an equal opportunities policy
and as at 28 February 2025, employed 63 men
and 54 women (54%/46%).
Share capital, rights attaching to the shares
and restrictions on voting and transfer
Ordinary shares are freely transferable in
both certificated and uncertificated form and
can be transferred by means of the CREST
system. There are no restrictions on the transfer
of any fully paid up share. With respect to voting
rights, the ordinary shares rank pari passu as
to rights to attend and vote at any general
meeting of the Company. The Company’s
ordinary shareholders do not have differing
voting rights. Further details of the Company’s
rules are set out in the Company’s prospectus
at www.pumainvestments.co.uk.
CORPORATE GOVERNANCE STATEMENT > CONTINUED
Repurchase of ordinary shares
Although the ordinary shares are traded on the
London Stock Exchange, there is likely to be
an illiquid market and, in such circumstances,
shareholders may find it difficult to sell their
ordinary shares in the market. In order to try
to improve the liquidity in the ordinary shares,
the Board may establish a buy back policy
whereby the Company will purchase ordinary
shares for cancellation.
The Board has authority to make market
purchases of the Company’s own shares. This
authority for up to 4,040,394 of the Company’s
issued share capital was granted at the 2024
Annual General Meeting. A resolution will be put
to the next Annual General Meeting to renew
this authority.
Gearing
The Board has the authority to borrow up to
50% of the amount received from the issued
share capital but there are currently no plans to
take advantage of this authority.
On behalf of the Board
Egmont Kock
Chairman
17 June 2025
31
Independent Auditor’s Report
TO THE MEMBERS OF PUMA ALPHA VCT PLC
For the purpose of this report, the terms “we” and “our” denote
MHA in relation to UK legal, professional and regulatory
responsibilities and reporting obligations to the members of
Puma Alpha VCT plc. For the purposes of the table on pages
33 to 34 that sets out the key audit matters and how our audit
addressed the key audit matters, the terms “we” and “our” refer
to MHA. The “Company” is defined as Puma Alpha VCT plc.
The relevant legislation governing the Company is the United
Kingdom Companies Act 2006 (“Companies Act 2006”).
Opinion
We have audited the financial statements of the
Company for the year ended 28 February 2025. The
financial statements that we have audited comprise:
• the Income Statement
• the Balance Sheet
• the Statement of Cash Flows
• the Statement of Changes in Equity, and
• Notes 1 to 19 of the financial statements,
including significant accounting policies.
The financial reporting framework that has been
applied in the preparation of the Company’s
financial statements is United Kingdom Accounting
Standards, including Financial Reporting Standard
102 The Financial Reporting Standard applicable in
the UK and Republic of Ireland (United Kingdom
Generally Accepted Accounting Practice).
In our opinion, the financial statements:
• give a true and fair view of the state of the
Company’s affairs as at 28 February 2025
and its loss for the year then ended;
• have been properly prepared in accordance
with United Kingdom Generally
Accepted Accounting Practice; and
• have been prepared in accordance with the
requirements of Companies Act 2006.
Our opinion is consistent with our reporting to the
Audit Committee.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities
under those standards are further described in
the Auditor’s Responsibilities for the Audit of the
Financial Statements section of our report. We
are independent of the Company in accordance
with the ethical requirements that are relevant to
our audit of the financial statements in the UK,
including the FRC’s Ethical Standard as applied to
listed public interest entities, and we have fulfilled
our ethical responsibilities in accordance with those
requirements. We believe that the audit evidence
we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have
concluded that the Directors' use of the going
concern basis of accounting in the preparation of the
financial statements is appropriate.
32
Our evaluation of the Directors’ assessment of
the Company’s ability to continue to adopt the
going concern basis of accounting included:
• The consideration of inherent risks to the
Company’s operations and specifically its
business model.
• The evaluation of how those risks might impact
on the Company’s available financial resources.
• Obtaining the Puma Alpha VCT plc compliance
reports prepared by management’s expert during
the year and as at year end and reviewing the
calculations therein to ensure that the Company
was meeting its requirements to retain VCT status.
• Consideration of the Company’s expected future
compliance with legislation, the absence of
bank debt, contingencies and commitments
and any market or reputational risks.
• Reviewing the forecasted cashflows that support
the Directors’ assessment of the going concern,
challenging assumptions and judgements
made in the forecasts, and assessing them for
reasonableness, by considering the available
cash resources relative to the forecast
expenditure, which was assessed against the
prior year for reasonableness, as well as the
quantum of liquid investments, such as
the quoted investments at year end.
• Considering the impact of market volatility and
uncertainty, including as a result of continuing
geopolitical and economic conditions.
• Calculating financial ratios to ascertain the
financial health of the Company.
• Consideration of liquidity risks associated with
the VCT’s investment portfolio, particularly due
to its inherent exposure to unlisted companies.
Based on the work we have performed, we have
not identified any material uncertainties relating to
events or conditions that, individually or collectively,
may cast significant doubt on the Company’s ability
to continue as a going concern for a period of at
least twelve months from when the financial
statements are authorised for issue.
In relation to the Company’s reporting on how it
has applied the UK Corporate Governance Code,
we have nothing material to add or draw attention
to in relation to the Directors’ statement in the
company’s financial statements about whether
the Directors considered it appropriate to adopt the
going concern basis of accounting.
Our responsibilities and the responsibilities of
the directors with respect to going concern are
described in the relevant sections of this report.
OVERVIEW OF OUR AUDIT APPROACH
Scope Our audit was scoped by obtaining an understanding of the Company and
its environment, including the Company’s system of internal control, and
assessing the risks of material misstatement in the financial statements.
We also addressed the risk of management override of internal controls,
including assessing whether there was evidence of bias by the directors
that may have represented a risk of material misstatement.
Materiality 2025 2024
Overall materiality £ 307. 2k £301.8k 1% (1.06%) of the net assets
KEY AUDIT MATTERS
Recurring • Valuation of investments
33
INDEPENDENT AUDITOR’S REPORT > CONTINUED
34
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to fraud) that we identified. These
matters included those matters which had the greatest effect on the overall audit strategy, the
allocation of resources in the audit, and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
INDEPENDENT AUDITOR’S REPORT > CONTINUED
VALUATION OF INVESTMENTS
Key audit
matter
description
Unquoted investments held as at 28 February 2025 were valued at £25.6m (2024: £22.3m).
The company holds a significant portfolio of unquoted investments, which are
measured at fair value in accordance with the International Private Equity and Venture
Capital Valuation Guidelines. Fair value is typically determined using valuation
techniques such as earnings or revenue-based multiples, or net asset value. These
valuations involve a significant level of judgement, particularly in selecting appropriate
methodologies and inputs to determine the fair value of the investments.
There is therefore a risk that the judgements applied in the valuation methodologies
could result in a material misstatement of investment values.
As a result, we identified the valuation of unquoted investments as a key audit matter
due to its significant impact on our overall audit strategy and the allocation of our
resources.
How the
scope of
our audit
responded
to the key
audit matter
We responded to this matter by testing the valuation of the portfolio of investments.
Our audit procedures included:
• Obtaining an understanding of the internal controls over the investment valuation,
including assessing the design and implementation of key management
controls, such as the review and approval process for investment valuations.
• Reviewing the most recent financial statements of the underlying investee
companies.
• Evaluating management’s valuation methodology for unquoted investments,
including reviewing underlying investment agreements and other relevant
supporting documentation.
• Involving 3rd party valuation experts to evaluate whether the valuation methodology
was appropriate under the International Private Equity and Venture Capital Valuation
(IPEV) Guidelines.
• Engaging 3rd party valuation experts to reperform the calculation of investment
valuations and assess key judgments and assumptions used by management
in the valuation model.
• Challenging the assumptions inherent in the valuation of unquoted investments
by developing our own point estimates where alternative assumptions could
reasonably be applied and considering the overall impact of such sensitivities on
the portfolio to determine whether valuations were reasonable and unbiased.
• Considered whether any other events that occurred subsequent to the period
end affect the underlying assumptions of the valuations at 28 February 2025.
• Considered the appropriateness of the disclosures in the financial statements in
respect of unquoted investments.
Key
observations
Based on the procedures performed, no material misstatements were identified in
relation to the valuation of unquoted investments.
35
Our application of materiality
Our definition of materiality considers the value of error or omission on the financial statements that,
individually or in aggregate, would change or influence the economic decision of a reasonably knowledgeable
user of those financial statements. Misstatements below these levels will not necessarily be evaluated
as immaterial as we also take account of the nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Materiality is used in planning the scope of our work, executing that work and evaluating the results.
Overall
materiality
£307.2k (2024: £301.8k)
Basis of
determining
overall
materiality
We determined materiality based on 1% (2024: 1.06%) of net assets value.
We have considered net asset value per share to be the Company's key financial metric
as it one of the principal considerations for members of the Company when assessing
financial position. For this reason, we selected net assets as the benchmark upon which
to base our determination of materiality
Performance
materiality
£215k (2024: £211.3k)
Basis of
determining
overall
performance
materiality
We determined performance materiality based on 70% (2024: 70%) of overall materiality.
Performance materiality is the application of materiality at the individual account or
balance level, set at an amount to reduce, to an appropriately low level, the probability
that the aggregate of uncorrected and undetected misstatements exceeds materiality
for the financial statements as a whole.
The determination of performance materiality reflects our assessment of the risk of
undetected errors existing, the nature of the systems and controls and the level of
misstatements identified in previous audits.
Error
reporting
threshold
We agreed to report any corrected or uncorrected adjustments exceeding £15.4k (2024:
£15.1k) to the Audit Committee as well as differences below this threshold that in our
view warranted reporting on qualitative grounds.
INDEPENDENT AUDITOR’S REPORT > CONTINUED
The control environment
We evaluated the design and implementation of those internal controls of the Company which are
relevant to our audit, such as those relating to the financial reporting cycle.
Reporting on other information
The other information comprises the information included in the annual report other than the
financial statements and our auditor’s report thereon. The directors are responsible for the other
information contained within the annual report. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements, or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a material misstatement in
the financial statements themselves. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
36
Based on the work undertaken as part of our audit,
we have concluded that each of the following
elements of the Corporate Governance Statement is
materially consistent with the financial statements
and our knowledge obtained during the audit:
• Directors' statement with regards the
appropriateness of adopting the going
concern basis of accounting and any material
uncertainties identified set out on page 23;
• Directors’ explanation as to its assessment
of the group’s prospects, the period this
assessment covers and why the period
is appropriate set out on page 23;
• Directors’ statement on whether it has a
reasonable expectation that the group
will be able to continue in operation and
meets its liabilities set out on page 23;
• Directors' statement on fair, balanced and
understandable set out on page 25;
• Board’s confirmation that it has carried out
a robust assessment of the emerging
and principal risks set out on page 24;
• Section of the annual report that describes the
review of effectiveness of risk management and
internal control systems set out on page 30; and
• Section describing the work of the audit
committee set out on page 29
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities
statement, the Directors are responsible for the
preparation of the financial statements and for being
satisfied that they give a true and fair view, and for
such internal control as the Directors determine
is necessary to enable the preparation of financial
statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Directors
are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the Directors
either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Auditor responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion, based on the work undertaken in the
course of the audit:
• the information given in the Strategic Report
and the Directors’ Report for the financial year
for which the financial statements are prepared
is consistent with the financial statements; and
• the Strategic Report and the Directors’
Report have been prepared in accordance
with applicable legal requirements.
In the light of the knowledge and understanding of
the Company and its environment obtained in the
course of the audit, we have not identified material
misstatements in the Strategic Report or the
Directors’ Report.
Directors’ remuneration report
Those aspects of the Directors’ remuneration report
which are required to be audited have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by
exception
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been
kept, or returns adequate for our audit have not
been received by branches not visited by us; or
• the financial statements are not in agreement
with the accounting records and returns; or
• certain disclosures of directors’ remuneration
specified by law are not made; or
• the part of the directors’ remuneration report
to be audited is not in agreement with
the accounting records and returns; or
• we have not received all the information and
explanations we require for our audit; or
• a corporate governance statement has
not been prepared by the Company.
Corporate governance statement
We have reviewed the directors’ statement in relation
to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to
the entity’s compliance with the provisions of the UK
Corporate Governance Code specified for our review
by the Listing Rules.
INDEPENDENT AUDITOR’S REPORT > CONTINUED
37
to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of
these financial statements.
A further description of our responsibilities for the
financial statements is located on the FRC’s website
at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
Extent to which the audit was considered capable
of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of
irregularities, including fraud.
These audit procedures were designed to
provide reasonable assurance that the financial
statements were free from fraud or error. The risk
of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one
resulting from error and detecting irregularities
that result from fraud is inherently more difficult
than detecting those that result from error, as fraud
may involve collusion, deliberate concealment,
forgery or intentional misrepresentations. Also, the
further removed non-compliance with laws and
regulations is from events and transactions reflected
in the financial statements, the less likely we would
become aware of it.
Identifying and assessing potential risks arising
from irregularities, including fraud
The extent of the procedures undertaken to identify
and assess the risks of material misstatement in
respect of irregularities, including fraud, included the
following:
• We considered the nature of the industry
and sector the control environment, business
performance including remuneration policies
and the Company’s own risk assessment that
irregularities might occur as a result of fraud or
error. From our sector experience and through
discussion with the directors, we obtained
an understanding of the legal and regulatory
frameworks applicable to the Company focusing
on laws and regulations that could reasonably
be expected to have a direct material effect on
the financial statements, such as provisions of
the Companies Act 2006, the FCA listing and
DTR rules, the principles of the UK Corporate
Governance Code applied through adherence
to the AIC Code of Corporate Governance (the
"AIC Code"), industry practice represented by the
Statement of Recommended Practice: Financial
Statements of Investment Trust Companies and
Venture Capital Trusts (“the SORP”) and updated
in July 2022 with consequential amendments,
the Company's qualification as a Venture Capital
Trust under section 274 of the Income Tax Act
2007 and the applicable financial reporting
framework. We also considered the Company’s
qualification as VCT under UK tax legislation.
• We enquired with the directors and
management concerning the Company’s
policies and procedures relating to:
– identifying, evaluating and complying with the
laws and regulations and whether they were
aware of any instances of non-compliance;
– detecting and responding to the risks of fraud
and whether they had any knowledge of actual
or suspected fraud; and
– the internal controls established to mitigate risks
related to fraud or non-compliance with laws
and regulations.
• We assessed the susceptibility of the Company’s
financial statements to material misstatement,
including fraud and considered the fraud risk
areas to the valuation of unquoted investments
and management override of controls. Our
tests included, but were not limited to:
– the procedures set out in the key audit matter
section above.
– obtaining independent evidence to support the
ownership of investments.
– recalculating management and administration
fees in total.
– obtaining independent confirmation of bank
balances.
Audit response to risks identified
In respect of the above procedures:
• reviewed financial statement disclosures
and testing to supporting documentation
to assess compliance with applicable laws
and regulations expected to have a direct
impact on the financial statements.
INDEPENDENT AUDITOR’S REPORT > CONTINUED
38
• tested journal entries, including those processed
late for financial statements preparation, those
posted by infrequent or unexpected users, and
those posted to unusual account combinations.
• evaluated the business rationale of
significant transactions outside the
normal course of business, and reviewed
accounting estimates for bias.
• enquired with management around actual
and potential litigation and claims.
• challenged the assumptions and judgements
made by management in its significant
accounting estimates, in particular those relating
to the determination of the investments valuation
in the key audit matter section of our report.
• reviewed minutes of meetings of those charged
with governance for the period for instances of
non-compliance with laws and regulations.
• communicated relevant laws and regulations
and potential fraud risks to all engagement team
members, including experts, and remained alert
to any indications of fraud or non-compliance
with laws and regulations throughout the audit.
Other requirements
We were appointed by the Directors on 1 February
2022 for the audit of statutory financial statements
of the Company for the year ended 28 February
2022. The period of total uninterrupted engagement
including previous renewals and reappointments of
the firm is 4 years.
We did not provide any non-audit services which
are prohibited by the FRC’s Ethical Standard to
the Company, and we remain independent of the
Company in conducting our audit.
Use of our report
This report is made solely to the Company’s
members, as a body, in accordance with Chapter 3
of Part 16 of the Companies Act 2006. Our audit work
has been undertaken so that we might state to the
Company’s members those matters we are required
to state to them in an auditor’s report and for no
other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility
to anyone other than the Company and the
Company’s members as a body, for our audit work,
for this report, or for the opinions we have formed.
The Company is required to include these financial
statements in an annual financial report prepared
under Disclosure Guidance and Transparency
Rules 4.1.15R to 4.1.18R. This auditor’s report provides
no assurance over whether the annual financial
report has been prepared in accordance with
those requirements
Ahmer Khan
(Senior Statutory Auditor)
for and on behalf of MHA, Statutory Auditor
London, United Kingdom
17 June 2025
MHA is the trading name of MHA Audit Services LLP,
a limited liability partnership in England and Wales
(registered number OC455542)
INDEPENDENT AUDITOR’S REPORT > CONTINUED
39
Year ended 28 February 2025 Year ended 29 February 2024
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Loss on fixed asset investments 8 (b) - (1,043) (1,043) - (3,458) (3,458)
Gain on current asset investments 10 - 67 67 - 75 75
Income 2 269 - 269 192 - 192
269 (976) (707) 192 (3,383) (3,191)
Investment management fees 3 (149) (446) (595) (140) (419) (559)
Performance fee 3 - - - - - -
Other expenses 4 (469) (469) (378) - (378)
(618) (446) (1,064) (518) (419) (937)
Loss before tax (349) (1,422) (1,771) (326) (3,802) (4,128)
Tax 5 - - - - - -
Loss after tax
(349) (1,422) (1,771) (326) (3,802) (4,128)
Basic and diluted loss per
Ordinary Share (pence)
6 (1.27p) (5.14p) (6.41p) (1.44p) (16.82p) (18.26p)
All items in the above statement derive from continuing operations.
There are no gains or losses other than those disclosed in the Income Statement.
The total column of this statement is the Statement of Total Comprehensive Income of the
Company prepared in accordance with FRS 102 ‘The Financial Reporting Standard applicable
in the UK and Republic of Ireland’. The supplementary revenue and capital columns are prepared in
accordance with the Statement of Recommended Practice, ‘Financial Statements of Investment
Trust Companies and Venture Capital Trusts’ issued by the Association of Investment Companies.
There were no items of other comprehensive income during the year.
FOR THE YEAR ENDED 28 FEBRUARY 2025
Income Statement
40
41
AS AT 28 FEBRUARY 2025
Balance Sheet
As at 28 February 2025 As at 29 February 2024
Note £'000 £'000
Fixed assets
Investments 8 25,553 22,254
Current assets
Debtors 9 2,519 282
Investments 10 2,786 3,534
Applications cash 2,214 826
Cash 992 1,817
8,511 6,459
Current liabilities 11 (3,378) (1,047)
Net current assets 5,133 5,412
Net assets
30,686 27,666
Capital and reserves
Called up share capital 13 309 255
Share premium account 16,511 10,816
Capital reserve – realised (1,456) (1,032)
Capital reserve – unrealised 1,561 2,559
Revenue reserve (1,583) (1,234)
Special distributable reserve 15,344 16,302
Total equity 30,686 27,666
Net Asset Value per Ordinary Share
14 99.32p 108.35p
Funds raised from investors since Alpha VCT opened for new investment in January 2024 which have not been allotted as
at year end.
The financial statements on pages 40 to 54 were approved and authorised for issue by the Board of Directors on 17 June 2025
and were signed on their behalf by:
Egmont Kock
Chairman
FOR THE YEAR ENDED 28 FEBRUARY 2025
Statement of Cash Flows
Year ended
28 February 2025
Year ended
29 February 2024
£’000 £’000
Reconciliation of loss before tax
Loss before tax (1,771) (4,128)
Unrealised loss on fixed asset investments 1,043 3,458
Unrealised gain on current asset investments (51) (75)
Realised gain on current asset investments (16) -
Increase in debtors (2,237) (97)
Increase in creditors 943 40
Outflow from operating activities (2,089) (802)
Cash flow from investing activities
Purchase of fixed asset investments (4,342) (5,532)
Purchase of current asset investments (1,436) (3,459)
Proceeds from disposal of investments 2,251 -
Outflow from investing activities (3,527) (8,991)
Cash flow from financing activities
Proceeds received from issue of ordinary share capital 5,917 9,252
Expense paid for issue of share capital (168) (304)
Movement in applications account 1,388 401
Dividends paid (927) (1,249)
Shares cancelled in the year (31) -
Inflow from financing activities 6,179 8,100
Net increase/(decrease) in cash
and cash equivalents
563 (1,693)
Cash and cash equivalents at the
beginning of the year
2,643 4,336
Cash and cash equivalents at the end of the year 3,206 2,643
Cash and cash equivalents comprise
Cash at bank 992 1,817
Applications cash 2,214 826
Cash and cash equivalents at the end of the year 3,206 2,643
42
43
FOR THE YEAR ENDED 28 FEBRUARY 2025
Statement of Changes in Equity
Called up
share
capital
£’000
Share
premium
account
£’000
Capital
reserve -
realised
£’000
Capital
reserve -
unrealised
£’000
Revenue
reserve
£’000
Special
distributable
reserve
£’000
Total
£’000
Balance as at 1 March 2023 185 1,938 (612) 5,941 16,643 - 24,095
Comprehensive income for the year
Loss after tax - - (420) (3,382) (326) - (4,128)
Total comprehensive income for the year - - (420) (3,382) (326) - (4,128)
Transactions with owners,
recognised directly in equity
Issue of shares 70 9,182 - - - - 9,252
Share issue cost - (304) - - - - (304)
Dividends paid - - - - - (1,249) (1,249)
Total transactions with owners,
recognised directly in equity
70 8,878 - - - (1,249) 7,699
Other movements
Re-classification to Special distributable reserve - - - - (17,551) 17,551 -
Total other movements - - - - (17,551) 17,551 -
Balance as at 29 February 2024 225 10,816 (1,032) 2,559 (1,234) 16,302 27,666
Comprehensive income for the year
Loss after tax - - (430) (992) (349)
-
(1,771)
Total comprehensive income for the year - - (430) (992) (349) - (1,771)
Transactions with owners,
recognised directly in equity
Issue of shares 54 5,863 - - - - 5,917
Share issue cost - (168) - - - - (168)
Transaction in own shares - - - - - (31) (31)
DIvidends payable - - - - - (927) (927)
Total transactions with owners,
recognised directly in equity
54 5,695 - - - (958) 4,791
Other movements
Prior year current asset gains now realised - - 6 (6) - - -
Total other movements -
-
6
(6)
- -
-
Balance as at 28 February 2025 309 16,511 (1,456) 1,561 (1,583) 15,344 30,686
The capital reserve - realised will include gains/losses that have been realised due to the sale of investments, net of related
costs.The capital reserve - unrealised represents the investment holding gains/losses and shows the gains/losses on
investments still held by the Company not yet realised by an asset sale. Share premium account represents premium on
shares issued less issue costs. The revenue reserve represents the cumulative revenue earned less cumulative expenses. The
special distributable reserve represents reserves available for dividends and repurchases of shares subject to additional VCT
restrictions surrounding retention of the share capital and share premium account.
Notes to the Financial Statements
FOR THE YEAR ENDED 28 FEBRUARY 2025
44
. Accounting policies
Accounting convention
Puma Alpha VCT plc (“the Company”) was
incorporated in England on 11 April 2019 and is
registered and domiciled in England and Wales.
The Company’s registered number is 11939975. The
registered office is Cassini House, 57 St James’s
Street, London SW1A 1LD. The Company is a public
limited company (limited by shares) whose shares
are listed on LSE as a Closed Ended Investment
Fund. The Company's principal activities and
a description of the nature of the Company’s
operations are disclosed in the Strategic Report.
The financial statements have been prepared under
the historical cost convention, modified to include
investments at fair value, and in accordance with the
requirements of the Companies Act 2006, including
the provisions of the Large and Medium-sized
Companies and Groups (Accounts and Reports)
Regulations 2008 and with FRS 102 ‘The Financial
Reporting Standard applicable in the UK and
Republic of Ireland’ (“FRS 102”) and the Statement
of Recommended Practice, ‘Financial Statements
of Investment Trust Companies and Venture Capital
Trusts’ issued in October 2019 by the Association of
Investment Companies (“the SORP”).
Monetary amounts in these financial statements
are rounded to the nearest whole £1,000, except
where otherwise indicated. The functional and
presentational currency of the Company is sterling.
Going concern
The Directors have considered a period of 12 months
from the date of this report for the purposes of
determining the Company’s going concern status
which has been assessed in accordance with the
guidance issued by the Financial Reporting Council.
The Directors have a reasonable expectation that
the Company has adequate resources to continue
in operational existence for the foreseeable future
and believe that it is appropriate to continue to apply
the going concern basis in preparing the financial
statements. This is appropriate as the Company’s
investments in non-qualifying investments are held
for liquidity purposes and will be sold as and when
required to ensure the Company has adequate cash
reserves to meet the Company’s running costs.
Cash and cash equivalents
Cash, for the purposes of the cash flow statement,
comprises cash at bank and applications cash.
Applications cash relates to funds raised from
investors since the VCT opened for new investment
which have not been allotted as at year end. Cash
equivalents are investments which are disposable
without curtailing or disrupting the business and are
either readily convertible into known amounts of cash
at or close to their carrying values. Interest earned on
cash balances is recorded as income.
Investments
All investments are measured at fair value through
profit or loss. They are all held as part of the Company’s
investment portfolio and are managed in accordance
with the investment policy set out on page 18.
Unquoted investments are stated at fair value by
the Directors with reference to the International
Private Equity and Venture Capital Valuation
Guidelines (“IPEV”) as follows:
• Investments which have been made within
the last twelve months or where the investee
company is in the early stage of development
are initially recognised and will usually be valued
at either the price of recent investment or
cost as the closest approximation to fair value,
except where the company’s performance
against plan is significantly different from
expectations on which the investment was
made, in which case a different valuation
methodology will be adopted. Investments are
derecognised when the VCT has transferred
substantially all risks and rewards of ownership.
• For investments that have been held for longer
than twelve months, methods of valuation such
as earnings or revenue-based multiples or net
asset value may be used to arrive at the fair value.
• Investments in debt instruments are held at
amortised cost and accrue interest at the rate
agreed within the Investment Agreement.
Interest is shown separately within debtors.
• Realised gains and losses on the disposal of
investments are first recognised in the profit
and loss and subsequently taken to realised
capital reserves.
45
• Unrealised gains and losses on the revaluation
of investments are first recognised in the profit
and loss and subsequently taken to unrealised
capital reserves.
• In preparation of the valuations of assets, the
Directors are required to make judgements and
estimates that are reasonable and incorporate
their knowledge of the performance of the
portfolio companies. A key judgement made
in applying the above accounting policy relates
to impairment of the investments. Valuations
are based upon financial information received
from the underlying investee companies.
Together with the extensive knowledge and
expertise of the team who work closely with the
investee companies, a fair value is reached using
appropriate valuation techniques consistent
with the IPEV guidelines. Any deviations in
expectations of performance of the underlying
companies are captured within the information
received and as such, reflected in the fair value.
• Impairment of debt instruments is considered
when arriving at the valuations for equity
shareholders. Loan notes are deducted from the
overall enterprise value before distributing in line
with the appropriate waterfall arrangements
between equity shareholders. If the enterprise
value is greater than the debt instrument, the
loan note is not considered to be impaired.
Income
Dividends receivable on listed equity shares are
brought into account on the ex-dividend date.
Dividends receivable on unquoted equity shares are
brought into account when the Company’s right
to receive payment is established and there is no
reasonable doubt that payment will be received.
Interest receivable is recognised wholly as a revenue
item on an accruals basis.
Performance fees
Performance fees are payable to the Investment
Manager, Puma Investment Management Limited,
and members of the investment management team
at 20% of the amount by which the Performance
Value per Share at the end of an accounting period
exceeds the High Water Mark (being the higher of
120p and the highest Performance Value per Share
at the end of any previous accounting period) and
multiplied by the number of Shares in issue at the
end of the relevant period.
At each balance sheet date, the Company accrues
for any performance fee payable based on the
calculation set out above.
Expenses
All expenses (inclusive of VAT) are accounted for on
an accruals basis. Expenses are charged wholly to
revenue, with the exception of:
• expenses incidental to the acquisition or
disposal of an investment and performance
fees charged to capital; and
• the investment management fee, 75% of which
has been charged to capital to reflect an element
which is, in the Directors’ opinion, attributable to
the maintenance or enhancement of the value of
the Company’s investments in accordance with
the Board’s expected long-term split of return; and
• the performance fee which is charged to capital.
Tax
Corporation tax is applied to profits chargeable to
corporation tax, if any, at the applicable rate for the
year. The tax effect of different items of income/
gain and expenditure/loss is allocated between
capital and revenue return on the marginal basis as
recommended by the SORP.
Deferred tax is recognised in respect of all timing
differences that have originated but not reversed
at the balance sheet date, where transactions or
events that result in an obligation to pay more, or
right to pay less, tax in the future have occurred at
the balance sheet date. This is subject to deferred
tax assets only being recognised if it is considered
more likely than not that there will be suitable
taxable profits from which the future reversal of the
underlying timing differences can be deducted.
Timing differences are differences arising between
the Company’s taxable profits and its results as
stated in the financial statements which are capable
of reversal in one or more subsequent periods.
Deferred tax is measured on a non-discounted basis
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
46
at the tax rates that are expected to apply in the
periods in which timing differences are expected
to reverse, based on tax rates and laws enacted or
substantively enacted at the balance sheet date.
Reserves
Realised losses and gains on investments,
transaction costs, the capital element of the
investment management fee, performance fee
and taxation are taken through the Income
Statement and recognised in the capital reserve –
realised on the Balance Sheet. Unrealised losses
and gains on investments are also taken through
the Income Statement and are recognised in the
capital reserve – unrealised. The special distributable
reserve includes cancelled share premium and
represents reserves available for dividends and
repurchases of shares subject to additional VCT
restrictions surrounding retention of the share
capital and share premium account.
Debtors
Debtors include other debtors and accrued income.
These are initially recorded at the transaction price
and subsequently measured at amortised cost,
being the transaction price less any amounts settled.
Creditors
Creditors are initially measured at the transaction
price and subsequently measured at amortised cost,
being the transaction price less any amounts settled.
Dividends
Dividends payable are recognised as distributions
in the financial statements when the VCT’s liability
to make the payment has been established. This
liability is established on the record date, the date on
which those shareholders on the share register are
entitled to the dividend.
Key accounting estimates and assumptions
The Company makes estimates and assumptions
concerning the future. The resulting accounting
estimates and assumptions will, by definition,
seldom equal the related actual results. The
estimates and assumptions that have a significant
risk of causing a material adjustment to the carrying
amounts of assets within the next financial year
relate to the fair value of unquoted investments.
Unquoted investments are stated at fair value at
each measurement date in accordance with the
appropriate valuation techniques consistent with
the IPEV guidelines outlined in the Investments
section in note 1 to the financial statements.
Valuations are based upon financial information
received from the underlying investee companies,
together with the extensive knowledge and
expertise of the team who work closely with the
investee companies. Any deviations in expectations
of performance of the underlying companies
are captured within the information received and
as such, reflected in the fair value. Further details
can be found within the Investments section in
Note 1 of the financial statements.
Further details of the unquoted investments are
disclosed in the Investment Manager’s Report on
pages 6 to 11 and notes 8 and 15 to the financial
statements.
. Income
Year ended
28 February
2025
Year ended
29 February
2024
£’000 £’000
Income from investments
Qualifying interest income 115 112
Qualifying dividend income 138 62
Non-qualifying interest income 16 18
269 192
. Investment management
and performance fees
Year ended
28 February
2025
Year ended
29 February
2024
£’000 £’000
Investment management fee 595 559
Performance fees (see note 12) - -
595 559
Puma Investment Management Limited (“Puma
Investments”) has been appointed as the
Investment Manager of the Company for an initial
period of five years, which can be terminated by no
less than twelve months’ notice, given at any time
by either party, on or after the fifth anniversary.
Puma Investments has been appointed as the
Investment Manager for five years. The Board is
satisfied with the performance of the Investment
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
47
Manager. Under the terms of this agreement Puma
Investments will be paid an annual fee of 2% of
the Net Asset Value payable quarterly in arrears
calculated on the relevant quarter end NAV of the
Company. These fees commenced on 16 January
2020 (the date of the first share allotment). These
fees are capped, the Investment Manager having
agreed to reduce its fee (if necessary to nothing)
to contain total annual costs (excluding
performance fee and trail commission) to with
in 3.5% of Net Asset Value. Total costs this year
were 3.5% of the Net Asset Value (2024: 3.4%).
In addition to the investment manager fees
disclosed above, during the year ended 28 February
2025, Puma Investments Management Limited
charged fees totalling £47,286 (2024: £63,930) in
relation to share issue costs.
. Other expenses
Year ended
28 February
2025
Year ended
29 February
2024
£’000 £’000
Administration - Puma
Investments
104 98
Directors Remuneration 67 60
Social security costs 6 6
Auditor’s remuneration
for statutory audit
54 64
Insurance 8 9
Legal and professsional
fees
19 32
Other expenses 211 109
469 378
Puma Investments Management Limited (‘Puma
Investments’) provides administrative services to
the Company for an aggregate annual fee of 0.35%
of the Net Asset Value of the Fund, payable
quarterly in arrears.
Directors’ fees paid in the year are disclosed in
the Directors’ Remuneration Report on page 26.
The Company has no employees other than non-
executive Directors (2024: none). The average
number of non-executive Directors during the
year was 3 (2024: 3).
Auditor’s fees of £53,955 (2024: £64,000) have been
grossed up in the table above to be inclusive of
VAT. No non-audit services were provided by the
Company’s auditor in the year (2024: £nil).
Other expenses are made up of several smaller items,
the largest of these being printing and marketing
related costs totalling £117,000.
. Taxation
Year ended
28 February
2025
Year ended
29 February
2024
£’000 £’000
UK corporation tax
charge for the period - -
Factors affecting tax
charge for the period
Loss before taxation (1,771) (4,128)
Tax charge calculated
on loss before taxation
at the applicable
weighted average rate
of 25%/19% (443) (1,032)
(Gains)/loss on
investments
244 846
Tax losses carried
forward
199 186
(0) (0)
The corporation tax rate for the current year is 25%
(2024: 25%).
Capital returns are not taxable as the Company is
exempt from tax on realised capital gains whilst it
continues to comply with the VCT regulations, so no
corporation tax is recognised on capital gains or losses.
Due to the intention to continue to comply with the
VCT regulations, the Company has not provided for
deferred tax on any realised or unrealised capital
gains and losses. No deferred tax asset has been
recognised in respect of the tax losses carried
forward due to the uncertainty as to recovery.
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
48
6. Basic and diluted profit/(loss) per Ordinary Share
Year ended 28 February 2025
Revenue
£’000
Capital
£’000
Total
£’000
Loss for the year
(349) (1,422) (1,771)
Weighted average number of shares 27,645,677 27,645,677 27,645,677
Loss per share
(1.27p) (5.14p) (6.41p)
Year ended 29 February 2024
Revenue
£’000
Capital
£’000
Total
£’000
Loss for the year
(326) (3,802) (4,128)
Weighted average number of shares
22,607,660 22,607,660 22,607,660
Loss per share
(1.44p) (16.82p) (18.26p)
This calculation is carried out in accordance with IAS 33
. Dividends
During the year, a dividend of 3p per Ordinary Share was declared and subsequently paid post year-end
in relation to gains on the non-qualifying investment portfolio. The dividend was paid on 24 March 2025
totalling £1.0 million.
8. Investments
(a) Movements in investments
Qualifying investments
£’000
Total
£’000
Book cost at 1 March 2024 19,771 19,771
Net unrealised gains at 1 March 2024 2,483 2,483
Valuation at 1 March 2024 22,254 22,254
Purchases at cost 4,342 4,342
Movement in net unrealised loss (1,043) (1,043)
Valuation at 28 February 2025 25,553 25,553
Book cost at 28 February 2025
24,114 24,114
Unrealised gains at 28 February 2025
1,439 1,439
Valuation at 28 February 2025
25,553 25,553
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
49
Year ended
28 February 2025
Year ended
29 February 2024
(b) Gains/(losses) on investments £’000 £’000
Movement in unrealised (loss)/gain in year (1,043) (3,458)
(1,043) (3,458)
The Company’s investments are revalued each year, so until they are sold any unrealised gains or
losses are included in the fair value of the investments.
During the year-ended Feb 2024, purchases at cost totalled £5.5m and unrealised loss in the year
totalled £3.5m.
All the Company’s qualifying investments as at 28 February 2025 and 29 February 2024 were unquoted.
As at
28 February 2025
As at
29 February 2024
(c) Quoted and unquoted investments £’000 £’000
Unquoted investments 25,553 22,254
25,553 22,254
Further details of these investments (including the unrealised gain in the year) are disclosed in
the Chairman’s Statement, Investment Manager’s Report, Investment Portfolio Summary and
Significant Investments on pages 2 to 16 of the Annual Report.
. Debtors
As at
28 February 2025
As at
29 February 2024
£’000 £’000
Other debtors 2,150 5
Prepayments 140 163
Accrued income 229 114
2,519 282
Contained within prepayments are costs taken to share premium totalling £82,000 made up of a
number of small items. In 2024, the balance was largely attributable to PR fees totalling £116,000.
. Current asset investments
As at
28 February 2025
As at
29 February 2024
£’000 £’000
Current asset investments 2,786 3,534
2,786 3,534
Current asset investments comprise short term bonds held through collective investment schemes.
During the year to February 2025, gains on current asset investments totalled £67,000, of which
£16,000 was realised (2024: £75,000 total gains, of which all was unrealised).
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
50
. Creditors – amounts falling due within one year
As at
28 February 2025
As at
29 February 2024
£’000 £’000
Accruals 1,164 221
Applications cash 2,214 826
3,378 1,047
Included within accruals is nil (2023: £nil) in relation to performance fees payable.
Applications cash is cash received from investors to Puma Alpha VCT but not yet allotted.
. Management performance incentive arrangement
On 5 July 2019, the Company entered into an Agreement with the Investment Manager such that
they will be entitled to a Performance Incentive Fee (“PIF”) payable in relation to each accounting
period, subject to the Performance Value per Share being at least 120p at the end of the relevant
period. The amount of the PIF will be 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 120p 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.
. Called up share capital
As at
28 February
2025
As at
29 February
2024
As at
28 February
2025
As at
29 February
2024
£’000 £’000
Allotted, called up and
fully paid: Ordinary shares
of £0.01 each 30,894,324 25,534,137 309 255
Redeemable preference
shares of £1 each - - - -
During the year, 5,390,825 shares were issued at an average price of 109.8p per share (2024: 7,074,071
shares were issued at a price of 130.8p per share). The consideration received for these shares was
£5.9 million (2024: £9.3 million).
The rights attached to the Ordinary Shares have been disclosed within the Corporate Governance
Statement on page 28.
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
51
. Net Asset Value per
Ordinary Share
As at
28 February
2025
As at
29 February
2024
£’000 £’000
Net assets
30,686 27,666
Number of shares in issue
for purposes of Net
Asset Value per share
calculation
30,894,324 25,534,137
Net Asset Value
per share 99.32p 108.35p
. Financial instruments
The Company’s financial instruments comprise its
investments, cash balances, debtors and certain
creditors. The fair value of all the Company’s financial
assets and liabilities is represented by the carrying
value in the Balance Sheet. Excluding cash balances,
the Company held the following categories of
financial instruments:
As at
28 February
2025
As at
29 February
2024
£’000 £’000
Financial assets at fair value
through profit or loss 25,563 23,509
Financial assets measured
at amortised cost 5,295 2,561
Financial liabilities measured
at amortised cost (1,164) (221)
29,694 25,849
Management of risk
The main risks the Company faces from its financial
instruments are market price risk, being the risk that
the value of investment holdings will fluctuate as a
result of changes in market prices caused by factors
other than interest rate or currency movements,
liquidity risk, credit risk and interest rate risk.
The Board regularly reviews and agrees policies for
managing each of these risks. The Board’s policies
for managing these risks are summarised below and
have been applied throughout the period.
Credit risk
Credit risk is the risk that the counterparty to a
financial instrument will fail to discharge an obligation
or commitment that it has entered into with the
Company. The Investment Manager monitors
counterparty risk on an ongoing basis. The Company’s
maximum exposure to credit risk is as follows:
As at
28 February
2025
As at
29 February
2024
£’000 £’000
Investments in loan notes 2,776 2,279
Cash at bank and in hand 992 1,817
Applications cash 2,214 826
Current asset investments 2,786 3,534
Other receivables 2,519 282
11,287 8,738
Investments in loans and loan notes comprises a
fundamental part of the Company’s venture capital
investments, therefore credit risk in respect of these
assets is managed within the Company’s main
investment procedures.
The cash held by the Company at the year-end is held
in RBS and the applications cash is held at NatWest.
Bankruptcy or insolvency of the banks may cause
the Company’s rights with respect to the receipt
of cash held to be delayed or limited. The Board
monitors the Company’s risk by reviewing regularly
the financial position of the bank and should it
deteriorate significantly the Investment Manager will,
on instruction of the Board, move the cash holdings
to another bank. Both banks currently have a credit
rating of A1.
Credit risk relating to current asset investments is
mitigated by investing in a portfolio of investment
instruments of high credit quality with over 90% of the
portfolio invested in investment grade bonds.
Credit risk associated with other receivables
are predominantly covered by the investment
management procedures.
Market price risk
Market price risk arises mainly from uncertainty
about future prices of financial instruments held by
the Company. It represents the potential loss the
Company might suffer through holding investments
in the face of price movements. The Investment
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
52
Manager actively monitors market prices and reports
to the Board, which meets regularly in order to
consider investment strategy.
The Company’s views on the economic
environment which also impacts market price
risk are discussed in the Investment Manager’s
Report on page 6. The Company’s strategy on the
management of market price risk is driven by the
Company’s investment policy as outlined in the
Strategic Report on page 19. The management
of market price risk is part of the investment
management process. The portfolio is managed
with an awareness of the effects of adverse price
movements through detailed and continuing
analysis, with an objective of maximising overall
returns to shareholders.
Holdings in unquoted investments may pose higher
price risk than quoted investments. Some of that
risk can be mitigated by close involvement with
the management of the investee companies along
with review of their trading results.
100% (2024: 100%) of the Company’s investments
are unquoted investments held at fair value. 62% of
the portfolio (51% of net assets) is valued using the
application of earnings/revenue-based multiples. An
increase in the multiple used by 20% would increase
the net asset value by 7.1% (£32.9m). Conversely, a
decrease in the multiple used by 20% would decrease
the net asset value by 6.7% (£28.6m). The 20%
sensitivity used provides the most meaningful impact
of average multiple changes across the portfolio.
The sensitivity analysis is based on the year-end
position of the investments and so may not be
reflective of the year as a whole.
Liquidity risk
Details of the Company’s unquoted investments are
provided in the Investment Portfolio summary on
page 13. By their nature, unquoted investments may
not be readily realisable and the Board considers
exit strategies for these investments throughout the
period for which they are held. As at the year end,
the Company had no borrowings.
The Company’s liquidity risk associated with
investments is managed on an ongoing basis by
the Investment Manager in conjunction with the
Directors and in accordance with policies and
procedures in place as described in the Directors’
Report and the Strategic Report. The Company’s
overall liquidity risks are monitored on a quarterly
basis by the Board. The Company maintains
access to sufficient cash resources to pay accounts
payable and accrued expenses.
Fair value interest rate risk
The benchmark that determines the interest
paid or received on the current account is the
Bank of England base rate, which was 4.5% at
28 February 2025 (2024: 5.25%).
Cash flow interest rate risk
The Company has exposure to interest rate
movements primarily through its cash deposits
which track the Bank of England base rate.
Interest rate risk profile of financial assets
The following analysis sets out the interest rate
risk of the Company’s financial assets as at
28 February 2025.
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
Rate status
Average
interest rate
Period until
maturity
Total
£'000
Cash at bank - RBS Floating 0.00% - 113
Cash at bank - RBS Floating 1.26% - 879
Applications cash – NatWest Floating 0.00% - 2,214
Loan notes Fixed 6.30% 49 months 2,776
Balance of assets Non-interest bearing 28,082
34,064
If interest rates were 1% higher/(lower), this would only affect the cash held at bank earning interest and the
NAV would increase/(decrease) by £8,790/(£8,790), a movement of 0.03%. This is based on the cash balance at
the end of the year and not reflective of the cash balance over the year as a whole.
53
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
The following analysis sets out the interest rate risk of the Company’s financial assets as at 29 February 2024.
Rate status
Average
interest rate
Period until
maturity
Total
£'000
Cash at bank - RBS
Floating 0.00% - 180
Cash at bank - RBS
Floating 1.70% 1,637
Applications cash – NatWest
(see note 11 and 19) Floating 0.00% - 826
Loan notes
Fixed 9.20% 52 months 2,279
Balance of assets
Non-interest bearing 23,791
28,713
Foreign currency risk
The Company’s functional and presentation
currency is Sterling. The Company has not held any
non-Sterling investments during the year.
Fair value hierarchy
Financial assets and liabilities measured at fair value
are disclosed using a fair value hierarchy that reflects
the significance of the inputs used in making the fair
value measurements, as follows:
• Level 1 - Fair value is measured using the
unadjusted quoted price in an active market for
identical assets.
• Level 2 - Fair value is measured using inputs
other than quoted prices that are observable
using market data.
• Level 3 - Fair value is measured using
unobservable inputs.
Fair values have been measured at the end of the
reporting period as follows:
As at 28
February 2025
As at 29
February 2024
£’000 £’000
Level 1
Current asset investments 2,786 3,534
Level 3
Unquoted investments 25,553 22,254
28,339 25,788
The Level 1 investments have been valued using the
current quoted price.
The Level 3 investments have been valued in line
with the Company’s accounting policies and IPEV
guidelines. This comprises of both loan and equity
instruments, which are considered to be one
instrument due to them being bound together
when assessing the portfolio's returns to the
shareholders.
There have been no transfers between levels during
the year. Further details of these investments are
provided in the Significant Investments section of
the Annual Report on pages 14 to 16.
. Capital management
The Company’s objectives when managing capital
are to safeguard the Company’s ability to continue
as a going concern, so that it can provide an
adequate return to shareholders by allocating
its capital to assets commensurate with the level
of risk.
The Company must have an amount of capital,
at least 80% (as measured under the tax legislation)
of which must be, and remain, invested in
the relatively high-risk asset class of small UK
companies within three years of that capital
being subscribed.
The Company accordingly has limited scope to
manage its capital structure in the light of changes
in economic conditions and the risk characteristics
of the underlying assets. Subject to this overall
constraint upon changing the capital structure, the
Company may adjust the amount of dividends paid
to shareholders, issue new shares, or sell assets to
maintain a level of liquidity to remain a going concern.
54
The Board has the opportunity to consider levels of
gearing, however there are no current plans to do
so. It regards the net assets of the Company as the
Company’s capital, as the level of liabilities is small,
and the management of those liabilities is not directly
related to managing the return to shareholders.
. Contingencies, guarantees
and financial commitments
There were no commitments, contingencies
or guarantees of the Company at the year-end
(2024: none).
. Related party disclosures
The Company has delegated the investment
management of the portfolio to Puma Investment
Management Limited. Further details of the
transactions with these entities are disclosed in
the Directors’ Report in page 23 and in note 3
of the financial statements.
Transactions with Key Management Personnel
are disclosed within the Directors Report from
pages 22 to 25.
. Post Balance Sheet events
Post year-end, a further 2,013,762 ordinary shares
have been issued for cash consideration of £ 2.1m.
During the second half of 2024 and early 2025,
Ostmodern engaged in a formal sale process for one
of its digital assets, attracting advanced and sustained
interest from a potential buyer. However, after a
prolonged process, the buyer withdrew interest.
As a consequence, the board undertook an expedited
sale process, seeking to generate some value for the
business and shed the main source of its cash burn.
This process did not result in a successful outcome
and, as of May 2025, the board has resolved to place
the company into administration. The company is
valued at nil as at February 2025 and as such, there
is nil impact to the NAV.
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
55
Notice of Annual
General Meeting
Puma Alpha VCT plc
THE “COMPANY”
Notice is hereby given that the Annual General Meeting of the Company will be held at Cassini House,
57 St James’s Street, London, SW1A 1LD on 30 July 2025 at 11.00 am.
The purpose of the Annual General Meeting is to consider and, if thought fit, pass the following resolutions:
Ordinary Resolutions
1. To receive and adopt the accounts for the financial year ended 28 February 2025, together with the
reports of the Directors and Auditors thereon (the "Annual Report and Accounts 2025").
2. To re-elect Egmont Kock as a director who retires in accordance with the UK Corporate Governance Code
and, being eligible, offers himself for re-election.
3. To re-elect Richard Oirschot as a director who retires in accordance with the UK Corporate Governance
Code and, being eligible, offers himself for re-election.
4. To re-elect Michael van Messel as a director who retires pursuant to listing rules of the Financial Conduct
Authority and, being eligible, offers himself for re-election.
5. To re-appoint MHA Audit Services LLP (trading as MHA) as Auditors of the Company and to authorise
the Directors to determine their remuneration.
6. To approve the policy set out in the Remuneration Report in the Annual Report and Accounts 2025.
7. To approve the implementation report set out in the Remuneration Report in the Annual Report and
Accounts 2025.
8. That, in addition to existing authorities, the Directors be and hereby are generally and unconditionally
authorised in accordance with section 551 of the Companies Act 2006 (“CA 2006”) to exercise all the
powers of the Company to allot ordinary shares of £0.01 each in the Company (“Shares”) up to an
aggregate nominal amount of £375,000, such authority to expire on the later of 15 months from the date
of the resolution or the next annual general meeting of the Company (unless previously renewed, varied
or revoked by the Company in general meeting).
9. That, in addition to existing authorities, the Directors be and hereby are generally and unconditionally
authorised in accordance with section 551 of CA 2006 to exercise all the powers of the Company to allot
Shares in connection with the Company’s dividend reinvestment scheme (the terms and conditions of
which are set out on the Company’s webpage at www.pumainvestments.co.uk/landing-pages/dividend-
reinvestment-scheme-puma-alpha-vct (“DRIS”) up to an aggregate nominal amount of £32,908, representing
approximately 10% of the share capital in issue as at 16 June 2025, such authority to expire on the date of the
next annual general meeting of the Company (unless previously varied or revoked by the Company in general
meeting).
56
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
Special Resolutions
10. To authorise the Company generally and unconditionally to make one or more market purchases
(within the meaning of section 693(4) of CA 2006) of Shares provided that:
10.1 the maximum aggregate number of Shares that is purchased is 4,932,922;
10.2 the minimum price paid for a Share is £0.01;
10.3 the maximum price paid for a Share is the higher of:
(i) an amount equal to 105 per cent of the average of the middle market quotations for a Share
taken from the London Stock Exchange Daily Official List for the five business days immediately
preceding the day on which that Share is purchased; and
(ii) an amount equal to the value of a Share calculated on the basis of the higher of the price
quoted for:
(a) the last independent trade of; and
(b) the highest current independent bid for,
a Share as derived from the London Stock Exchange Trading System;
10.4 the Company may validly make a contract to purchase Shares under the authority hereby
conferred prior to the expiry of such authority which will or may be executed wholly or partly after
the expiry of such authority, and may validly make a purchase of Shares in pursuance of any such
contract; and
10.5 unless renewed, the authority conferred by this resolution shall expire either at the conclusion of
the next annual general meeting of the Company or on 30 October 2026, whichever is the earlier
to occur, save that the Company may, prior to such expiry, enter into a contract to purchase Shares
which will or may be completed or executed wholly or partly after such expiry.
11. That, subject to the passing of resolution 8 above, the Directors be and hereby are empowered
(pursuant to section 570(1) of CA 2006) to allot or make offers or agreements to allot equity securities
(as defined in section 560(1) of CA 2006) for cash pursuant to the authority referred to in resolution
8 above as if section 561 of CA 2006 did not apply to any such allotment, such power to expire at the
conclusion of the Company’s next annual general meeting, or on the expiry of 15 months following
the passing of the resolution, whichever was the later (unless previously renewed or extended by the
Company in general meeting). This power is limited to the allotment of equity securities:
11.1 in connection with any offer for subscription;
11.2 in connection with an offer of equity securities by way of rights; and
11.3 otherwise than pursuant to paragraphs 11.1 and 11.2 above, an offer of equity securities up to an
aggregate nominal amount of 20% of the issued share capital of the Company immediately
following closing of any offer for subscription referred to in paragraph 11.1 above.
12. That, subject to the passing of resolution 9 above, the Directors be and hereby are empowered
(pursuant to section 570(1) of CA 2006) to allot or make offers or agreements to allot equity securities
(as defined in section 560(1) of CA 2006) pursuant to the authority referred to in resolution 9 above as
if section 561 of CA 2006 did not apply to any such allotment, provided this power shall expire on the
date of the next annual general meeting of the Company (unless previously varied or revoked by the
Company in general meeting) and provided further that this power shall be limited to the allotment
and issue of Shares in connection with the DRIS up to an aggregate nominal amount of £32,908,
representing approximately 10% of the share capital in issue as at 16 June 2025.
13. That, subject to approval by the High Court of Justice, the amount standing to the credit of the share
premium account of the Company, at the date an order is made confirming such cancellation by the
Court, is cancelled.
57
Eliot Kaye
Company Secretary
Registered Office:
Cassini House
57 St James’s Street
London
SW1A 1LD
Dated: 17 June 2025
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
BY ORDER OF THE BOARD
Information regarding the Annual General Meeting, including the information required by section 311A of the
CA 2006, is available from: www.pumainvestments.co.uk/pages/view/investors-information-vcts.
Notes:
(a) A member entitled to attend and vote at the meeting is entitled to appoint more than one proxy to
exercise all or any of his rights to attend, speak and vote in his place on a show of hands or on a poll
provided that each proxy is appointed to a different share or shares. Such proxy need not be a member
of the Company. A form of proxy is enclosed.
(b) A proxy need not be a member of the Company but must attend the Annual General Meeting in order
to represent his appointor. A member entitled to attend and vote at the Annual General Meeting may
appoint the Chairman or another person as his proxy although the Chairman will not speak for the
member. A member who wishes his proxy to speak for him should appoint his own choice of proxy (not
the Chairman) and give instructions directly to that person. If you are not a member of the Company
but you have been nominated by a member of the Company to enjoy information rights, you do not
have a right to appoint any proxies under the procedures set out in these Notes.
(c) Under section 319A of the CA 2006, the Company must answer any question a member asks relating
to the business being dealt with at the Annual General Meeting unless:
• answering the question would interfere unduly with the preparation for the Annual
General Meeting or involve the disclosure of confidential information;
• the answer has already been given on a website in the form of an answer to a question; or
• it is undesirable in the interests of the Company or the good order of
the Annual General Meeting that the question be answered.
(d) To be valid, a Form of Proxy and the power of attorney or other written authority, if any, under which it is
signed or an office or notarially certified copy or a copy certified in accordance with the Powers of Attorney
Act 1971 of such power and written authority, must be delivered to the Company’s registrars, Neville
Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD. Alternatively, a member can
appoint a proxy or proxies electronically by registering the proxy with Neville Registrars Limited at www.
sharegateway.co.uk using the personal proxy registration code which will be set out in your Form of Proxy.
In each case, your appointment of proxy must be received not less than 48 hours (excluding weekends and
public holidays) before the time appointed for holding the Annual General Meeting or adjourned meeting
at which the person named in the Form of Proxy proposes to vote. In the case of a poll taken more than 48
hours (excluding weekends and public holidays) after it is demanded, the document(s) must be delivered
as aforesaid not less than 24 hours (excluding weekends and public holidays) before the time appointed for
taking the poll, or where the poll is taken not more than 48 hours (excluding weekends and public holidays)
after it was demanded, be delivered at the meeting at which the demand is made.
(e) CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment
service may do so by utilising the procedures described in the CREST Manual. CREST Personal Members
or other CREST sponsored members, and those CREST members who have appointed a voting service
provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the
appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid,
the appropriate CREST message must be transmitted so as to be received by the Company’s agent, Neville
Registrars (whose CREST ID is 7RA11) not less than 48 hours (excluding weekends and public holidays) before
the time appointed for holding the Annual General Meeting or adjourned meeting. For this purpose, the
time of receipt will be taken to be the time (as determined by the timestamp applied to the message by
the CREST Applications Host) from which the Company’s agent is able to retrieve the message by enquiry
to CREST in the manner prescribed. The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(A) of the Uncertificated Securities Regulations 2001.
58
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
(f) In order to revoke a proxy instruction a member will need to inform the Company using one of the
following methods:
• by sending a signed hard copy notice clearly stating the intention to revoke the proxy appointment
to the Company’s registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen,
B62 8HD. In the case of a member which is a company, the revocation notice must be executed
under its common seal or signed on its behalf by an officer of the company or an attorney for the
company. Any power of attorney or any other authority under which the revocation notice is signed
(or a duly certified copy of such power or authority) must be included with the revocation notice.
• by sending the signed notice as an email attachment to info@nevilleregistrars.co.uk.
In either case, the revocation notice must be received by the Company’s registrars, Neville Registrars
Limited, before the Annual General Meeting or the holding of a poll subsequently thereto. If a member
attempts to revoke his or her proxy appointment but the revocation is received after the time specified
then, subject to Note (g) directly below, the proxy appointment will remain valid.
(g) Completion and return of a Form of Proxy will not preclude a member of the Company from attending
and voting in person. If a member appoints a proxy and that member attends the Annual General
Meeting in person, the proxy appointment will automatically be terminated.
(h) Copies of the Directors’ Letters of Appointment and a copy of the current Articles of Association will
be available for inspection at the registered office of the Company during usual business hours on any
weekday (Saturday and Public Holidays excluded) from the date of this notice, until the end of the Annual
General Meeting and at the place of the Annual General Meeting for at least 15 minutes prior to and
during the Annual General Meeting.
(i) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company has specified
that only those holders of the Company’s shares registered on the Register of Members of the Company
as at 6.00 pm on 28 July 2025, in the event that the Annual General Meeting is adjourned, on the Register
of Members 48 hours (excluding weekends and public holidays) before the time of any adjourned
meeting, shall be entitled to attend and vote at the said Annual General Meeting in respect of such shares
registered in their name at the relevant time. Changes to entries on the Register of Members after
6.00 pm on 28 July 2025 or, in the event that the Annual General Meeting is adjourned, on the Register
of Members less than 48 hours (excluding weekends and public holidays) before the time of any
adjourned meeting, shall be disregarded in determining the right of any person to attend and vote
at the Annual General Meeting.
(j) As at 16 June 2025 the Company's issued share capital comprised 32,908,086 Ordinary Shares. The total
number of voting rights in the Company as at 16 June 2025 is 32,908,086. The website referred to above
will include information on the number of shares and voting rights.
(k) If you are a person who has been nominated under section 146 of the CA 2006 to enjoy information rights
(“Nominated Person”):
• You may have a right under an agreement between you and the member of the Company
who has nominated you to have information rights (“Relevant Member”) to be appointed
or to have someone else appointed as a proxy for the Annual General Meeting;
• If you either do not have such a right or if you have such a right but do not wish to exercise
it, you may have a right under an agreement between you and the Relevant Member
to give instructions to the Relevant Member as to the exercise of voting rights;
• Your main point of contact in terms of your investment in the Company remains the
Relevant Member (or, perhaps your custodian or broker) and you should continue to contact
them (and not the Company) regarding any changes or queries relating to your personal
details and your interest in the Company (including any administrative matters). The only
exception to this is where the Company expressly requests a response from you.
(l) Under section 527 of the CA 2006 (i) members representing at least 5% of the total voting rights of all the
members or (ii) at least 100 members who have a relevant right to vote and hold shares in the Company
on which there has been paid up an average sum, per member, of at least £100 (in accordance with
section 527 of CA 2006) have the right to require the Company to publish on a website a statement
setting out any matter relating to: (i) the audit of the Company’s accounts (including the Auditor’s
59
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
report and the conduct of the audit) that are to be laid before the Annual General Meeting: or (ii) any
circumstances connected with an Auditor of the Company ceasing to hold office since the previous
Annual General Meeting at which the annual accounts and reports were laid in accordance with section
437 of the CA 2006. The Company may not require the members requesting any such website publication
to pay its expenses in complying with section 527 and 528 of the CA 2006. Where the Company is
required to place a statement on a website under section 527 of the CA 2006, it must forward the
statement to the Company’s Auditor not later than the time when it makes the statement available on the
website. The business which may be dealt with at the Annual General Meeting includes any statement
that the Company has been required under section 527 of the CA 2006 to publish on a website.
(m) A corporation which is a member can appoint one or more corporate representatives who may exercise,
on its behalf, all its powers as a member provided that no more than one corporate representative
exercises powers over the same share.
(n) A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation
of votes for or against the resolution. If no voting indication is given, the proxy will vote or abstain from
voting at his or her discretion. The proxy will vote (or abstain from voting) as he or she thinks fit in relation
to any other matter which is put before the Annual General Meeting.
(o) Except as provided above, members who have general queries about the General Meeting should call the
Company’s registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD on
0121 585 1131 during normal office hours.
(p) Members may not use any electronic address provided either in this notice of Annual General Meeting,
or any related documents (including the Chairman's letter and proxy form), to communicate with the
Company for any purposes other than those expressly stated.
(q) Resolutions 2-4: Information about the Directors who are proposed by the Board for re-election at the
Annual General Meeting is shown in the Annual Report and Accounts 2025.
(r) Under section 338 of the CA 2006, shareholders meeting the threshold requirements set out in that
section, may, subject to conditions, require the Company to give to shareholders notice of a resolution
which may properly be moved and is intended to be moved at the Annual General Meeting. A resolution
cannot be moved if it would be ineffective, or if it is defamatory, frivolous or vexatious.
(s) Under section 338A of the CA 2006, shareholders meeting the threshold requirements set out in that
section may, subject to conditions, require the Company to include in the business to be dealt with at the
Annual General Meeting a matter (other than a proposed resolution) which may properly be included in
the business (a matter of business). A matter shall not be properly included in the business to be dealt
with at the Annual General Meeting if it is defamatory, frivolous or vexatious.
Explanation of Resolution 5, and Resolutions 10 to 13, to be proposed at the Annual General Meeting
On page 55 of the Report is the notice of Annual General Meeting which will be held on 30 July 2025.
Set out below is a brief explanation of certain resolutions (including those comprising special business)
to be proposed at the Annual General Meeting.
Resolution 5
As set out in a letter that was circulated to all shareholders in May 2025 (with a notice from MHA, the
company’s auditors), following an internal restructuring MHA Audit Services LLP will now provide statutory
audit services to the Company in place of Macintyre Hudson LLP (both LLPs being part of the
MHA group of companies).
Resolution 10
In certain circumstances it may be advantageous for the Company to purchase its own shares. Resolution
10, which will be proposed as a special resolution, would give the Board authority from shareholders to do so.
Such authority will expire on the date of the 2026 Annual General Meeting or 30 October 2026, whichever
is the earlier. The Directors intend to exercise this power only if and when, in the light of market conditions
prevailing at the time, they believe that the effect of such purchases would be in the best interests of the
Company and shareholders generally. Any shares purchased in this way will be cancelled (in which case the
number of shares in issue will be accordingly reduced).
60
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
This resolution specifies the maximum number of shares which may be acquired (being approximately
14.99% of the Company’s issued ordinary shares as at the date of the resolution) and the maximum and
minimum prices at which they may be bought.
Resolution 11
The notice of the Annual General Meeting includes a resolution (Resolution 8) which will be proposed to
ensure the Directors have authority to allot ordinary shares in the Company until the date of the 2026
Annual General Meeting or, if later, 30 October 2026, up to an aggregate nominal amount of £375,000
(representing approximately 113.95 per cent of the issued ordinary share capital of the Company as at
16 June 2025). Resolution 11 (which will be proposed as a special resolution) will empower the Directors to
allot ordinary shares under Resolution 8 in connection with any offer for subscription, offer of equity
securities by way of rights or any further offer of equity securities that may be issued by the Company
without regard to any right of pre-emption on the part of the existing shareholders.
Resolution 12
Resolution 12 will be proposed as a special resolution and seeks shareholder authority to empower the
Directors to allot ordinary shares under Resolution 9 in connection with the operation of the DRIS without
regard to any statutory pre-emption rights. The authority conferred by this Resolution 12 will expire on the
date of the Company's 2026 Annual General Meeting (unless previously varied or revoked by the Company
in general meeting).
Resolution 13
Resolution 13, which will be proposed as a special resolution, is a resolution to cancel, pursuant to the
Companies Act 2006 and the Company's articles of association, its share premium account at the date
an order is made confirming such cancellation by the Court, to create a pool of distributable reserves.
61
PI002255 0625
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INVESTORS
We recommend you speak to a financial adviser in the first
instance, as we cannot offer investment or tax advice.
If you have any other questions please contact us on
020 7408 4100 or email us at
clientrelations@pumainvestments.co.uk
ADVISERS
Our expert national Business Development Team are here to
help, and would be happy to discuss any of our offers in more
detail with you either by phone or by visiting your offices.
Please contact us on 020 7408 4070 or email us at
businessdevelopment@pumainvestments.co.uk
For further information, please visit
www.pumainvestments.co.uk
Cassini House
57 St James’s Street
London SW1A 1LD
Puma Investments is a trading name of Puma Investment Management Limited which
is authorised and regulated by the Financial Conduct Authority. FCA Number 590919.
Registered office address: Cassini House, 57 St James’s Street, London, SW1A 1LD.
Registered as private limited company in England and Wales No. 08210180.