REG - Triple Point Venture - Final Results for the year ended 28 February 2025
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RNS Number : 8733M Triple Point Venture VCT PLC 16 June 2025
16 June 2025
Triple Point Venture VCT Plc
(the "Company")
RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2025
The financial information set out in these statements does not constitute the
Company's statutory accounts for the year ended 28 February 2025, prepared in
accordance with section 435 of the Companies Act 2006, but is derived from
those accounts. Statutory accounts will be delivered to the Registrar of
Companies in due course. The auditors have reported on these accounts and
their report was unqualified and did not contain a statement under section
498(2) of the Companies Act 2006.
Results
Triple Point Venture VCT plc managed by Triple Point Investment Management
LLP today announces the results for the year ended 28 February 2025.
These results were approved by the Board of Directors on 13 June 2025.
You may view the Annual Report in due course on the Triple Point
website www.triplepoint.co.uk (http://www.triplepoint.co.uk/) . Please note
that page numbers in this announcement are in reference to the Annual Report.
FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT
Triple Point Investment Management LLP Tel: 020 7201 8989
(Investment Manager)
Seb Wallace
Jack Rose
The Company's LEI is 213800AOOAQA5XQDEA89
Further information on the Company can be found on its
website https://www.triplepoint.co.uk/current-vcts/triple-point-venture-vct-plc/s2539/
(https://www.triplepoint.co.uk/current-vcts/triple-point-venture-vct-plc/s2539/)
NOTES:
The Company is a Venture Capital Trust incorporated in July 2010 and was
established to fund small and medium sized enterprises. The Investment Manager
is Triple Point Investment Management LLP.
Financial Summary
Year ended 28 February 2025
Net assets £'000 83,547
Net asset value per share Pence 95.44
Profit before tax £'000 636
Earnings per share Pence 0.86
Cumulative return to Shareholders (pence)
Net asset value per share 95.44
Total dividends paid 15.00
Net asset value plus dividends paid (Total Return) 1 110.44
Year ended 29 February 2024
Net assets £'000 62,196
Net asset value per share Pence 98.55
(Loss) before tax £'000 (785)
(Loss) per share Pence (1.46)
Cumulative return to Shareholders (pence)
Net asset value per share 98.55
Total dividends paid 11.00
Net asset value plus dividends paid (Total Return) 109.55
Triple Point Venture VCT plc ("the Company" or "TPV") is a Venture Capital
Trust ("VCT"). The Investment Manager is Triple Point Investment Management
LLP ("TPIM" or "Triple Point"). The Company was incorporated in July 2010.
During the year ended 28 February 2025, the Company issued a total of
24,416,356 new Venture Shares, raising gross proceeds of £24.1 million with
an average price per share of £0.99. Additionally, Dividend Reinvestment
Schemes ("DRIS") on 18 March 2024 and 2 December 2024 saw a further 520,375
shares issued at an average price of £0.93. A total of 507,818 Venture Shares
were repurchased by the Company for cancellation during the year, at 5%
discount to NAV.
The Strategic Report on pages 5 to37, the Directors' Report on pages 56 to59,
the Corporate Governance Report on pages 40 to46and the Directors'
Remuneration Report on pages 51 to 55 have each been drawn up in accordance
with the requirements of English law, and liability in respect thereof is also
governed by English law. In particular, the responsibility of the Directors
for these reports is owed solely to Triple Point Venture VCT plc.
The Directors submit to the members their Annual Report and Financial
Statements for the Company for the year ended 28 February 2025 ("Annual
Report").
Key Highlights
Dividends Ongoing Charges Ratio 2
per Venture Share
4.00p 3 2.98%
The ongoing charges ratio is a ratio of annualised ongoing charges expressed
as a percentage of average net asset values throughout the year (2024: 3.23%)
(Year ended 29 February 2024: 2.00p)
Net Asset Value Deployment
per Venture Share
95.44p £7.7 million(*)
(Year ended 29 February 2024: 98.55) Total funds deployed during the year (2024: £11.9 million)
Total Return per Venture Share(2) Fundraising
110.44p £23.5 million
(Year ended 29 February 2024: 109.55p) (Year ended 29 February 2024: £20.2 million)
* Deployment during the year to 28 February 2025 excludes £2.2m relating to
the non-cash, share-for-share acquisition of Vyne Technologies by Tarabut
Gateway.
Strategic Report - Chair's Statement
I am pleased to present the Annual Report and Audited Financial Statements for
the Company for the year ended 28 February 2025.
The Company has a single share class (the "Venture Shares") investing in
early-stage venture opportunities. The portfolio has continued to grow and
diversify, with four new qualifying investments made this year and
participation in seven follow-on funding rounds with existing portfolio
companies at a total value of £7.7m, while four investments were disposed of
at a net loss of £0.4 million. Further detail can be found in the Investment
Manager's Review on pages 24 to 27.
The total return NAV per share (including cash dividends paid to Shareholders)
has increased by 0.81% (from 109.55p to 110.44p) over the period since 29
February 2024.
The Investment Manager's Review on pages 24 to 27 gives a more detailed update
on the Company's investment portfolio.
As at 28 February 2025, the Company's net assets were 63% invested in a
portfolio of VCT Qualifying and Non-Qualifying unquoted investments. 34% of
the Company's net assets are currently held in Money Market funds and cash,
and 3% in other net current assets.
Board Changes
As set out in the 2024 Annual Report, I succeeded Jane Owen as Chair of the
Board following the AGM held on 23 July 2024, whereby Jane Owen stepped down
as Chair and Non-Executive Director on the same date. In addition, effective 8
February 2024, Sam Smith was appointed to the Board as Senior Independent
Non-Executive Director and a member of the Audit Committee.
Venture Portfolio
This marks the sixth year of our Venture strategy, during which we have grown
our portfolio to 49 active companies. Since inception, we have successfully
realised three profitable exits (one cash exit and two paper exits), while
four companies exited at a loss.
The funding landscape for startups improved marginally compared to the
previous year. As always, high-quality ideas and strong teams continue to
attract capital, with later-stage venture capital (VC) funds increasingly
looking to provide seed funding to more exciting, earlier-stage opportunities
that were once the preserve of smaller VC funds.
Competition for the highest quality seed-stage deals within the VC market has
intensified in recent months, as investors sought out quality following
uncertain global macroeconomic conditions. In-demand deals have faced real
competition, while those less in-demand deals have found raising capital
harder than before. This dynamic has implications for our portfolio companies
as they navigate subsequent funding rounds, with successful fund raises
tending to be both larger and less frequent than 18-24 months ago. At the same
time, the bar for securing funding beyond the seed stage has risen since the
VC boom of 2022, making continued financing for early-stage companies far from
guaranteed. Consequently, we have observed a growing trend of founders being
disciplined with capital or otherwise choosing to rely on internal resources
to grow their businesses before seeking external funding.
In August 2024, the Bank of England reduced the base rate from 5.25% to 5.0%.
This was followed by two more cuts, bringing the rate down to 4.5% by February
2025. These actions reflected the Bank's efforts to balance economic growth
while managing inflation. While interest rates have started to decline in the
UK, US and EU, they remain above the period between 2009-2022. Inflation has
proven more persistent than many had expected, so it is likely that interest
rates will remain higher for longer than had been hoped for only 6-12 months
ago. Despite the slightly more favourable cost of capital, venture funds have
maintained a more selective approach, prioritising the funding of sustainable
business models and clearer paths to profitability than was the case 3-5 years
ago. Given the ongoing economic uncertainty, VC firms continue to place a
premium on experienced founder teams, strong unit economics, more realistic
valuations, and achievable growth milestones.
As mentioned in my interim report, the new UK Labour government has reaffirmed
its support for the UK tech sector in general (see further comment on AI in my
Outlook section below) and its support of the Venture Capital Trust sector
specifically. AI has continued as a dominant theme in VC investment,
particularly in London, which has solidified its status as a global AI hub. In
2024, UK AI startups secured record-breaking funding, driven by demand for
automation, generative AI, and machine learning applications. Companies in the
VCT's portfolio that have invested in AI to automate or enhance services
include Paloma Health, Aptem and SeeChange.
While climate tech has faced some political headwinds in the US, particularly
following the election of Donald Trump, we remain confident in the sector's
long-term viability and the inevitable transition to sustainable energy and
supply chain sources, which will bring substantial investment opportunities.
We will continue to invest in start-ups that can effectively deploy software
and other technology to improve the sustainability and efficiency of larger
businesses.
Exit strategies have evolved, with IPOs becoming less frequent, and mergers
and acquisitions (M&A) emerging as the preferred route. Larger
corporations and well-established startups are actively acquiring smaller
companies to strengthen their market positions, a trend particularly evident
in the fintech sector. Despite global uncertainties, the UK remains a dynamic
centre for venture capital activity, adapting to challenges and capitalising
on new opportunities.
A snapshot of the new companies into which the Company has invested during the
year is set out below.
Portfolio Company Investment Amount Date of Investment Location Description
£'000
Treefera 1,015 Mar-24 London
Treefera is an AI-enabled data platform for the commodity supply chain and
carbon markets. It aggregates global satellite imagery & sensor data, land
records and risk & regulatory datasets which through an AI driven data
pipeline are automatically classified and transformed to become actionable
forest volume and forest health indicators.
Paloma Health (formerly known as YPC) 1,250 Jun-24 London
Paloma Health are building a tech-enabled service provider for speciality
care, initially starting with Children & Young People's Autism Assessment
& Diabetes. The Company is built around a core technology platform, their
"Clinical OS", which aims to provide clinicians with maximum operating
leverage via automation of both clinical and admin workflows.
Electric Car Scheme 1,000 Aug-24 London
Electric Car Scheme is an employee benefit business, offering salary sacrifice
solutions to SMEs, currently tailored to EVs and its ancillary products
(chargers, insurance, charging, etc.), in the UK and Germany.
Unity Wealth 1,000 Oct-24 London
Unity Wealth are building a suite of automated workflows powered by AI Agents,
which aim to abstract away administrative tasks from financial advisors.
VCT market and our new offer
The overall VCT market itself continues to be robust, with any doubts about
the continuation of the EIS and VCT tax relief scheme beyond 2025 (when the
current EIS/VCT "Sunset Clause" was due to expire) now thankfully resolved
following the enactment of the Finance Act 2023, which extended the VCT tax
reliefs until 6 April 2035. EU approval was also received in September 2024.
Investors should remain aware that NAV volatility will remain, and that
investments may be impacted by trends in global venture capital valuations, as
well as by the portfolio companies' own underlying commercial performance.
The Company's sixth offer for subscription closed on 31 July 2024 having
raised £18.5 million, net of costs, and over the full year to 28 February
2025 the Company raised £23.5 million. The seventh offer for subscription
opened in September 2024 and I am pleased to report that it is progressing
very well, with a total of £8.1 million raised in March and April. We believe
the recent fundraising puts the Company in a strong financial position (see
Liquidity section below).
The strategy remains focused on building a portfolio of qualifying venture
investments in early-stage companies capable of generating significant
long-term capital growth with a focus on the business-to-business (B2B)
technology sector, while enabling investors to take advantage of the
substantial tax reliefs available to investors of VCTs, including 30% income
tax relief on amounts invested.
In line with the Company's key objectives, a second interim dividend of two
pence per Share was declared by the Company on 6 January 2025 and paid to
Shareholders on 17 March 2025. Total dividends paid during the financial year
were four pence per Share. The Board aims to declare further dividends in the
year to February 2026, contingent on availability of distributable reserves
and realised gains. The VCT continues to target a dividend of five pence per
Share in the medium term, again contingent on the availability of
distributable reserves and realised gains.
Liquidity
The Company has sufficient liquidity, predominantly from its fundraising, with
cash and cash equivalents totalling £28.6 million (34% of net asset value) at
28 February 2025. This means that the Company will be able to respond quickly
to new investment opportunities for the portfolio as they arise.
Share Buy-Backs
Subject to distributable reserves and liquidity, and other strategic
considerations, we aim to offer a buy-back facility for the Company's Shares
at a 5% discount to NAV.
During the year ended 28 February 2025, a total of 507,818 Venture Shares were
repurchased by the Company for cancellation at a 5% discount to NAV. The
average prices paid for the buy-back of Shares were as follows:
Date Number of Venture Shares Average Price per Share (£)
04 July 2024 367,609 0.92
09 August 2024 55,800 0.92
18 November 2024 84,409 0.91
These transactions represent 0.8% of the opening issued Share capital of the
Company.
VCT Qualifying Status
The Company has maintained its approved venture capital trust status with HM
Revenue & Customs. The Company's compliance with the VCT-qualifying
conditions is closely monitored by the Board, who receive regular reports from
the Investment Manager and a report annually from our VCT tax compliance
advisers, Philip Hare & Associates LLP.
VCT Legislation and Regulation
Following continuous dialogue with HMRC, the VCT industry benefits from
greater clarification around the operation of the new VCT rules introduced in
2015. As a result, the majority of investments are now made on the basis of
self-assuring their qualifying status, subject to the receipt of professional
advice from our tax advisers.
We will continue to work closely with the Investment Manager to ensure the
Company remains compliant with the scheme rules.
Post Year-End Update
Following the year-end, the Company has allotted a further 8,884,514 Shares
into the Venture Strategy, raising additional net proceeds of £8.1 million
for the Company during March and April 2025. The offer will remain open until
31 July 2025, unless fully subscribed at an earlier date.
Allotment Date Shares Allotted Net Investment (£)
11 March 2025 966,588 929,005
17 March 2025 (DRIS payment) 310,830 n/a
28 March 2025 2,702,634 2,543,435
03 April 2025 2,832,655 2,665,813
04 April 2025 1,907,382 1,794,941
08 April 2025 164,425 154,745
A two pence per Share dividend was declared in January 2025, and following the
period end, was paid to the Shareholders on 17 March 2025.
In March 2025, the Company bought back 389,041 Shares at a gross price of
£0.894 per Share. The Shares were subsequently cancelled.
Outlook
In our interim report to 31 August 2024, we highlighted investment
opportunities in climate tech, digital health, and AI. Since then, we have
made strategic investments in all three sectors (see the Investment Manager's
Review below) and will continue to actively pursue deal flow in these areas.
AI remains a dominant force, with UK startups raising record-breaking amounts
in 2024. In late 2024, the UK government announced a £3.5 billion investment
in the tech sector, including £1 billion dedicated to AI and supercomputing
advancements. While much of the funding has been directed toward the
capital-intensive initial AI development, we see significant opportunities in
the application layer across multiple industries.
As I write, new opportunities for start-ups may be emerging, as it has become
evident that there will be a significant boost to defence spending in Europe
and a greater drive for self-sufficiency in some of those key sectors in the
UK and Europe. With rising global instability - driven in part by developments
in the US - we anticipate increased opportunities in defence technology and
cybersecurity; the growing prevalence of AI-driven cyber threats underscores
the importance of innovation in these areas, creating attractive investment
prospects. We believe that despite macroeconomic and geopolitical
uncertainties, these dynamic conditions will continue to present compelling
investment opportunities. As the ironic expression goes: "May you live in
interesting times."
If you have any questions regarding your investment, please do not hesitate to
contact the Investment Manager, Triple Point, on 020 7201 8990. I would like
to take this opportunity to thank our Shareholders and the Investment Manager
for their continued support. We look forward to welcoming new Shareholders in
the months ahead.
Jamie Brooke
Chair
13 June 2025
Strategic Report - Company Strategy and Business Model
The Strategic Report has been prepared in accordance with the requirements of
Section 414C of the Companies Act 2006. Its purpose is to inform the members
of the Company and help them to assess how the Directors have performed their
duty to promote the success of the Company in accordance with Section 172 of
the Companies Act 2006.
The Directors assess the Company's success in meeting its objectives in
relation to returns, stability, VCT qualification and realised exits.
Investment Policy
Investment Objectives
The Company's Investment Policy is directed towards new investments in
businesses which have the potential for high growth with the development or
use of new technology being at the core of the commercial opportunity. All
investments must provide the potential for a strong, positive, risk-adjusted
return to investors. All investments will be made with the intention of
growing and developing the revenues and profitability of the target
businesses.
The Company focuses on providing funding to unquoted companies at an early
stage in their lifecycle to help them grow and scale. The Company will
typically make initial investments of between £100,000 and £2 million, and
may make further follow-on investments into existing portfolio companies. The
intention is to build a portfolio of predominantly unquoted companies with
significant growth potential across a diversified range of sectors.
The Company will not vary these objectives to any material extent without the
approval of the Shareholders.
Target Asset Allocation
The Company aims to invest most of its capital fully in VCT-Qualifying
Investments. The long-term investment profile of the Company is expected to
be:
· at least 80% in VCT-Qualifying Investments, with a focus on
unquoted companies with high growth
potential; and
· a maximum of 20% in permitted Non-Qualifying Investments, cash or
cash-based similar liquid investments.
Qualifying Investments
Investment decisions made must adhere to HMRC's VCT qualification rules. In
considering a prospective investment in a company, particular regard is given
to:
· the track record, expertise and ability of the management team
with clear commercial and financial objectives;
· a significant, often global, total addressable market for the
product or service;
· the ability of the company to create and sustain a competitive
advantage;
· the quality of the company's assets, in particular where
appropriate, the ownership and effective use of proprietary technology and/or
an innovative product;
· the high likelihood of a transformational corporate contract and
established market fit and then the opportunity to develop regular, repeated
income from new clients, leading to growth and long-term profitability;
· a high level of access to regular financial and other information
during the holding period;
· an attractive valuation at the time of the investment;
· the long-term prospect of being sold or listed in the future at a
significant multiple of the initial investment value; and
· no more than 10% of the NAV of the Company will be invested in
companies which are not revenue-generating (at the point of investment) or
where there is no expectation of revenues being generated in the near future.
As the value of investments increase, Triple Point will monitor opportunities
for the Company to realise capital gains to enable the Company to make
tax-free distributions to Shareholders.
Non-Qualifying Investments
The Non-Qualifying Investments will be managed with the intention of
generating a positive return. The Non-Qualifying Investments will comprise
from time to time a variety of assets including (a) short-term deposits of
money, Shares or units in alternative investment funds (which have the meaning
given by regulation 3 of the Alternative Investment Fund Managers Regulations
2013) or in undertakings for the collective investment in transferable
securities (which have the meaning given by Section 363A(4) of the Taxation
(International and Other Provisions) Act 2010), which may be repurchased,
redeemed, or paid out on no more than seven days' notice; and (b) ordinary
Shares or securities in a company which are acquired on a regulated market
(defined in Section S274(4) ITA 2007).
Borrowing Powers
Any borrowing by the Company for the purposes of making investments will be in
accordance with the Company's articles of association. To the extent that
borrowing is required, the Directors will restrict the borrowings of the
Company and exercise all voting and other rights or powers of control over its
subsidiary undertakings (if any) to ensure that the aggregate amount of money
borrowed by the Company, being the Company and any subsidiary undertakings for
the time being (excluding intra-Company borrowings), will not, without
Shareholder approval, exceed 30% of its NAV at the time of any borrowing.
Risk Diversification
The Company aims to invest in a number of different businesses within a
variety of industry sectors, but may focus investments in a single sector
where appropriate to do so. No single investment by the Company will represent
more than 15% of the aggregate NAV of the Company at the time the investment
is made.
Valuation Policy
All unquoted investments are valued in accordance with International Private
Equity and Venture Capital Valuation (IPEV) or similar guidelines. A brief
summary of the IPEV guidelines as it applies to the Company's investments is
as follows:
· investments should be reported at fair value where this can be
reliably determined by the Board on the recommendation of the Investment
Manager;
· in estimating fair value for an investment, the valuation
methodology applied should be the most appropriate for a particular
investment. Such methodologies, including the price of the recent investment,
revenue multiples, net assets, discounted cash flows or earnings and industry
valuation benchmarks, should be applied consistently. The price of recent
transactions should not be assumed and should be calibrated against a
scorecard or other appropriate measures;
· where the valuation is based on the price of a recent investment,
this may be adjusted to reflect subsequent business performance and variations
from expectations at the time of investment.
Co-Investment Policy
The Company may invest alongside other funds or entities managed or advised by
the Investment Manager which would help the Company to broaden its range of
investments or the scale of opportunities more than if it were investing on
its own.
It is possible that conflicts may arise in these circumstances between
different funds or between the Company and the Investment Manager. The
Investment Manager maintains robust conflict of interest procedures to manage
potential conflicts and issues are resolved at the discretion of the
independent board of the Company.
Dividend Policy
The Company will distribute by way of dividend, where there are sufficient
applicable reserves, such amount as ensures that it retains not more than 15%
of its income from shares and securities. The Directors aim to maximise
tax-free distributions to Shareholders of income or realised gains. It is
envisaged that the Company will distribute most of its net income each year by
way of dividend, subject to distributable reserves and liquidity.
The Company aims to distribute regular dividends of up to five pence per Share
per annum in the medium-term. The Company's ability to pay dividends is
subject to the existence of distributable reserves and liquidity.
Share Buy-Back Policy
The Company aims, but is not committed, to offer liquidity to Shareholders
through buy-backs, subject to the availability of distributable reserves, at a
target price of a 5% discount to NAV.
Share Realisation Policy
After an anticipated holding period of between seven and ten years, which may
include follow-on investments into investee companies as appropriate, Triple
Point will generally seek to identify opportunities to exit investments.
Exits will typically be realised through trade sales to businesses,
acquisitions by private equity funds, or selling shareholdings to later stage
venture and growth capital funds during the course of further investee company
fundraising activity. Sales during the course of further investee company
fundraising activity may include investee companies buying back Shares at a
price reflecting the valuation at that stage. The proceeds of any realisation
will be used to identify further investment opportunities and to pay dividends
to investors.
Key Performance Indicators ("KPIs")
As a VCT, the Company's objectives are to provide Shareholders with up front
tax relief and returns through capital appreciation and the payment of
dividends. The Company aims to meet these criteria by investing its funds in
line with the Company's investment policy, more detail of which can be found
on pages 12 to 13.
The Board expects the Investment Manager to deliver a performance which meets
the objectives of providing investors with an attractive income and capital
return. The Board has identified four primary KPIs, which are total return,
Net Asset Value per Share, earnings per Share and ongoing charges ratio, that
it uses in its own assessment of the Company's performance, set out below. Of
these KPIs, total return and ongoing charges ratio are classified as
Alternative Performance Measures and are detailed further under Unaudited
Alternative Performance Measures on page 93.
These are intended to provide Shareholders with sufficient information to
assess how the Company has performed against its objectives in the year to 28
February 2025, and over the longer term, through the application of its
investment and other principal policies.
KPI AND DEFINITION RELEVANCE TO STRATEGY PERFORMANCE COMMENT
1. Total return (%) 4
The change in NAV in the period and dividends paid per share in the period. The total return highlights the underlying performance of the portfolio's 0.81% year to 28 February 2025 (2024: (1.46%)) The modest increase in total return was driven by higher investment income and
investment valuations, including dividends paid. gains on investments.
During the period, the Company paid total interim dividends of 4 pence per
Share, bringing the total dividends paid to 15 pence per Share.
2. Earnings per share (pence)
The post-tax earnings attributable to shareholders divided by weighted average The EPS reflects the Company's ability to generate earnings from its The Venture Shares made a profit of 0.86 pence per Share for the year (2024: The main drivers of the profit per share for the year were the increase in
number of shares in issue over the period. investments, including valuation increases. loss of 1.46 pence per Share). investment income and gains on investments, which outweighed the rise in costs
incurred during the period
3. NAV per share (pence)
NAV divided by number of shares outstanding as at the period end. The NAV per share reflects our ability to grow the portfolio and to add value The NAV per share as at 28 February 2025 was 95.44p (2024: 98.55p). The NAV per share fell as a result of the 4p dividends paid in the period. The
to it throughout the life cycle of our assets. gains on valuation of the Company's investment portfolio and increased
investment income slightly exceeded the costs incurred during the year.
4. Ongoing Charges Ratio4 (#_ftn5)
Annualised ongoing charges are the Company's management fee and all other Ongoing charges show the drag on performance caused by the operational The ongoing charges of the Company for the financial year under review A key measure of Operational performance.
operating expenses (i.e. excluding acquisition costs and other non-recurring expenses incurred by the Company. represented 2.98% (2024: 3.23%) of the average net assets.
items) expressed as a percentage of the average published undiluted NAV in the
period, calculated in accordance with the Association of Investment Companies
(AIC) guidelines.
This is calculated in line with AIC's guidance. Ongoing charges are those
The annual running costs of the Company are capped at 3.5% of the Company's expenses of a type which are likely to recur in the foreseeable future,
NAV, above which, the Investment Manager will bear any excess costs. whether charged to capital or revenue, and which relate to the operation of
the Company excluding the costs of acquisition and disposal of investments,
financing charges, gains/losses arising on investments, and non-recurring
items.
VCT Regulation
Compliance with VCT legislation
By making an investment in a Venture Capital Trust, Shareholders become
eligible for several tax benefits under VCT tax legislation. This is, however,
contingent on the Company complying with VCT tax legislation.
To achieve compliance, the Company must meet a number of tests set by HMRC. A
summary of these steps is set out on page 58 under "VCT Regulation".
The Board can confirm that, throughout the year ended 28 February 2025, the
Company continued to meet these legislative requirements.
Tax Benefits
Investing in a VCT brings the benefit of tax-free dividends, as well as
up-front income tax relief and exemption from capital gains tax on disposal.
Investors can invest up to £200,000 in VCTs per tax year and receive tax
relief of up to £60,000 (30%). To benefit from the relief, an investor must
have paid or owe as much tax during the tax year in which you invest. To keep
the relief, VCT investments must be held for at least five years.
Although VCTs are typically growth investments and any capital growth is
tax-free, the majority of returns are normally paid through tax-free
dividends. After the sale of a successful company within the portfolio, the
profit can be distributed to investors as a larger or special dividend, and
the remaining capital reinvested in new opportunities. A sale of VCT shares
after the five-year holding period is exempt from capital gains tax.
The Investment Manager, utilising advice from Philip Hare & Associates
LLP, ensures continued compliance with any legislative changes.
The Company has been approved as a VCT by His Majesty's Revenue and Customs.
Principal Risks and Uncertainties and Emerging Risks
The Directors seek to mitigate the Company's principal risks by regularly
reviewing performance and monitoring progress and compliance. In the
mitigation and management of these risks, the Directors carry out a robust
assessment of the Company's emerging and principal risks, including those that
would threaten its business model, future performance, solvency or liquidity
and reputation.
The main areas of risk identified by the Company, including those arising from
its operational and investing activities, are detailed below. The Board
maintains a comprehensive risk register, reviewed at least twice a year by the
Audit Committee, which sets out the risks affecting both the Company and its
investee companies. This forms part of a broader risk management framework
that categorises risks as Strategic, Financial (including Investment and
Liquidity), and Non-Financial (including Operational, Regulatory and
Governance). Emerging risks are assessed separately to evaluate their
potential impact and identify any necessary mitigations.
The risk register also identifies emerging risks to determine whether any
actions are required. As it is not possible to eliminate risks completely, the
purpose of the Company's risk management policies and procedures is to
identify and manage risks, reducing possible adverse impacts.
Details of the Company's internal controls are contained in the Corporate
Governance section on pages 40 to 46 and further information on exposure to
risks including those associated with financial instruments is given in note
19 of the financial statements.
The Directors have reviewed the current register and can confirm that the risk
landscape is broadly unchanged and the risks presented remain stable with no
material changes to report.
Summary of Principal Risks and Mitigations
Risk Category Risk Description Mitigation Change in year
VCT Qualifying Status Risk The Company is always required to observe the conditions laid down in the The Investment Manager keeps the Company's VCT-qualifying status under Increased due to higher cash position at year end.
Income Tax Act 2007 for the maintenance of approved VCT status. The loss of continual review and reports to the Board at Board Meetings. Philip Hare &
such approval could lead to the Company losing its exemption from corporation Associates LLP undertake an independent annual review on the VCT status. Any
tax on capital gains, to investors being liable to pay income tax on dividends new Venture investments are reviewed by legal advisers, and their opinion
received from the Company, and, in certain circumstances, to investors being sought on whether the investment meets the criteria to be a qualifying
required to repay the initial income tax relief on their investment. investment.
Investment Risk The Company's VCT-qualifying investments will be held in small and The Directors and Investment Manager aim to limit the risk attached to the No Change.
medium-sized unquoted investments which, by their nature, entail a higher portfolio by careful selection and timely realisation of investments, by
level of risk and lower liquidity than investments in large, quoted companies, carrying out due diligence procedures appropriate to the size of each
impacting both returns and timings. investment and by maintaining a spread of holdings both in terms of industry
and in terms of the total number of portfolio companies presently numbers
approximately 50.
The Board reviews the investment portfolio with the Investment Manager on a
regular basis. Where possible, a member of the Investment Manager team either
holds a seat on the board of the portfolio companies or has the right to act
as a Board Observer. This enables the Investment Manager to observe
developments at the portfolio company and offer assistance when and where this
may be required. The strategy aims to mitigate some of the risks typically
associated with venture capital investing by proactively working with
businesses with the potential for high growth that are typically actively
solving problems for established corporates, increasing their chances of
success.
Financial Risk The Company is exposed to market price risk, interest rate risk, credit risk, The key elements of financial risk are discussed in more detail in note 19. At No Change.
foreign currency risk and liquidity risk. As most of the Company's investments the reporting date, the Company had no borrowings and substantial liquid
will involve a medium to long-term commitment and will be relatively illiquid, funds.
the Directors consider that it is inappropriate to finance the Company's
activities through borrowing, other than for short-term liquidity.
Legislation Risk There is a risk of changes to legislation and/or Government Policy, caused by There is a practice of consultation before any major changes are implemented. No Change.
future governments taking a different approach which could result in changes It is important that the Company can respond proactively to any changes and
to the tax status of or rules governing VCTs. understand what, if any, impact they will have.
Emerging Risks
Climate Change Risk
Due to the medium to long-term time horizon of Climate Change, this risk is
deemed as an emerging risk.
Climate Change or related legislation is considered unlikely to have a major
near-term impact on the Company, as the vast majority of the portfolio is made
up of a diversified range of software-based businesses. Each prospective new
company holding is considered with regard to how it may be impacted by climate
change, particularly in relation to sources of energy and costs associated
with data storage, and how this could in turn affect future growth. Should it
be relevant, the possible impact of other physical and transitional risks will
be considered.
Triple Point as Investment Manager is committed to sound management of climate
risk and opportunity to ensure the long-term protection of asset value through
reduction of exposure to the risk and also to contribute to essential carbon
reduction requirements. The Investment Manager has now set and published
near-term science-aligned Net Zero targets. These targets are available in
Triple Point's annual Sustainability Report and also via the Net Zero Asset
Managers Initiative of which Triple Point are signatories. Triple Point also
publish a Carbon Reduction Plan which is available on its website.
Artificial Intelligence (AI) Risk
Artificial Intelligence (AI) continues to evolve rapidly, presenting both
opportunities and emerging risks for the financial services sector. While AI
technologies have the potential to enhance efficiency, improve
decision-making, and create new investment insights, their increasing adoption
also introduces several areas of uncertainty and potential disruption.
Triple Point as Investment Manager continue to monitor developments in AI
closely, both as a source of innovation and as a potential source of
volatility. The Board, in conjunction with the Investment Manager, will remain
vigilant in assessing AI-related exposures and adjusting the risk framework
accordingly to protect shareholder interests.
Macroeconomic Conditions
A turbulent global macroeconomic environment threatens early-stage startups'
growth and fundraising prospects. After the pandemic-era boom, monetary
tightening and inflation have created a "new normal" of high interest rates
and cautious capital markets.
As a consequence, B2B startups find it harder to win new contracts as clients
tighten spending and therefore face greater challenge in demonstrating a clear
path to profitability.
Moreover, higher interest rates and weaker public markets reduce exit
opportunities (fewer IPOs or acquisitions), potentially lengthening holding
periods.
In addition to macroeconomic risk, any sustained deterioration of trust,
liquidity or capital in the banking sector could have a material impact on
existing portfolio companies, given their reliance on existing cash reserves
to fund regular outgoings. The Investment Manager continues to closely monitor
the cash position of portfolio companies.
Geopolitical Instability and Supply Chain Disruption
Heightened geopolitical tensions and conflicts worldwide pose an emerging risk
that can ripple into the UK tech startup scene. Ongoing wars and geopolitical
frictions - from the Russia-Ukraine conflict to US-China tech/trade disputes -
have destabilising effects on supply chains, energy prices, and investor
confidence.
Triple Point's diversified sector approach offers some hedge - for instance,
digital health or fintech ventures might be less directly affected by
manufacturing supply shocks - but broad instability and market volatility
caused by geopolitical events can dampen exit markets and investor sentiment
across all sectors.
Going Concern
The Company's business activities, together with the factors likely to affect
its future development, performance and position, are set out in the
Investment Manager's Review. The Company faces a number of risks and
uncertainties, as set out above.
The Company's going concern position is also discussed in note 2 to the
financial statements.
The Financial Risk Management objectives and policies of the Company,
including exposure to price risk, interest rate risk, credit risk and
liquidity risk, are discussed in note 19 to the financial statements.
The Company continues to meet day-to-day liquidity needs through its cash
resources on hand. The Company takes an active approach to manage liquidity
and increase the return on cash held.
The Company continues to raise funds via new share issues to investors, and at
the reporting date, the Company had cash of £28.6 million and net current
assets of £31.2 million (2024: £18.1 million). A further £8.1 million has
been raised since the reporting date, further strengthening the Company's
liquidity position.
The major cash outflows of the Company continue to be the payment of
dividends to Shareholders, costs relating to the funding of investments and
management fees due to the Investment Manager. Dividends and, for the most
part, new investments, are discretionary.
The Directors have reviewed cash flow projections, including various scenarios
comprising a plausible downside scenario, where fundraising is at a reduced
level and inflation remains higher for longer, and a severe downside scenario,
whereby the Company does not raise any future capital and inflation remains
higher for longer. In both downside scenarios, the Company has sufficient
financial resources to meet its obligations for at least 12 months from the
date of this report.
Accordingly, the Directors continue to adopt the going concern basis in
preparing the financial statements.
Viability Statement
In accordance with the FRC UK Corporate Governance Code published in 2018 and
provision 36 of the AIC Code of Corporate Governance, the Directors have
assessed the prospects of the Company over a period of five years, consistent
with the expected minimum investment holding period of a VCT investor. Under
VCT rules, subscribing investors are required to hold their investment for a
five-year period in order to benefit from the associated tax reliefs. The
Board considers five years as a reasonable time period for reviewing the
Company's prospects.
In order to assess this requirement, the Board regularly considers the
Company's strategy and considers the Company's current position. The Board has
carried out a robust assessment of the principal and emerging risks, including
those that would threaten the Company's business model, future performance,
solvency or liquidity and reputation. Consideration has also been given to the
Company's reliance on, and close working relationship with, the Investment
Manager. This has enabled the Directors to state that they have a reasonable
expectation that the Company will be able to continue in operation and meet
its liabilities as they fall due over the period of their assessment.
More information on the principal risks of the Company is set out on pages 16
to 17.
The Board has considered both the Company's long-term and short-term cash flow
projections and considers these to be realistic and reasonable.
To provide this assessment the Board has considered the Company's financial
position and ability to meet its expenses as they fall due as well as
considering longer-term viability. Factors taken into account include:
· the expenses of the Company are predictable and modest in comparison
with the assets, and there are no capital commitments foreseen which would
alter that position;
· the Company has no employees, only Non-Executive Directors, and
consequently, does not have redundancy or other employment related liabilities
or responsibilities;
· most of the Company's investments will involve a medium to
long-term commitment and will be relatively illiquid, but the Company reduces
the risk as a whole by careful selection and timely realisation of
investments;
· the Directors will continue to monitor closely changes in the VCT
legislation and adapt to any changes to ensure the Company maintains approval.
The Directors have appointed an independent adviser to undertake the VCT
status monitoring role; and
· the Directors have considered the ongoing and future effects of
external events (such as global tensions and conflicts) on the Company and its
longer-term viability. More detail on this is included in the Principal Risks
and Uncertainties section on pages 16 to18.
Based on the results of this review, the Directors have a reasonable
expectation that the Company will be able to continue its operations and meet
its expenses and liabilities as they fall due over the period of their
assessment.
Section 172(1) Statement
The following disclosure describes how the Directors have had regard to the
matters set out in Section 172(1)(a) to (f) when performing their duty under
Section 172 and forms the directors' statement required under Section 414CZA
of the Companies Act 2006.
Stakeholder Engagement
This section describes how the Board engages with its key stakeholders, and
how it considers their interests when making its decisions. Further, it
demonstrates how the Board takes into consideration the long-term impact of
its decisions, and its desire to maintain a reputation for high standards of
business conduct.
.
Stakeholder Importance Board Engagement
Shareholders Continued Shareholder support is critical to the sustainability of the Company The Board is committed to maintaining open channels of communication with
and the delivery of its strategy. Shareholders.
Formal updates are provided to Shareholders on a quarterly basis or as part of
the Annual or Interim Reports, and the Board and the Investment Manager will
also respond to any written queries made by Shareholders during the course of
the year. The Chair provides feedback to the Board and is responsible for
providing a clear understanding of the views of Shareholders to the Board. The
Board recognises the importance of providing strong financial returns to
Shareholders and the eligible tax benefits under VCT legislation.
As well as closely scrutinising the activities of the Investment Manager, the
Board also approves all offers for subscription and dividends.
The Board continues to engage with Shareholders through its Annual and Interim
Reports, RNS communications, and encourages Shareholders to attend AGMs.
Investment Manager The Investment Manager's performance is critical to the Company to enable it The Board has delegated the authority for the day-to-day running of the
to successfully deliver its investment strategy and meet its long-term Company to the Investment Manager. The Board then engages with the Investment
investment objectives of capital growth and tax-free dividends. Manager in reviewing, setting, approving and overseeing the execution of the
Investment Policy and strategy of the Company.
The Investment Manager attends both Board and other committee meetings to
update the Board on the performance of the Company and its portfolio. At each
quarterly Board meeting, a review of financial and operating performance of
the Company and its investments is undertaken, including a review of legal and
regulatory compliance.
Investee companies The Company through its Investment Manager has important relationships with The Investment Manager maintains regular contact with portfolio companies and,
individuals responsible for the management and performance of its investee where appropriate, sits on the Board of those companies, and receives regular
companies. performance reports.
External Service Providers To function as a VCT with a listing on the main market of the London Stock The Company has a number of service providers which include the Investment
Exchange, the Company relies on external service providers for support in Manager, Company Secretary, Administrator, Depositary, Registrar, Legal
meeting all relevant obligations. Advisers, VCT Compliance Adviser and the Auditor. The Board receives periodic
reports from other service providers on their activities and performance.
These service providers are fundamental to ensuring that the Company meets the
high standards of conduct that the Board sets. The Board has regular contact with the two main service providers, the
Investment Manager and the Company Secretary through quarterly Board meetings
and more regular discussions with the Board.
These external service providers are closely monitored by the Board and any
necessary actions are undertaken in respect to their services as required, to
ensure that the Company meets and maintains the reputation for the high
standards of business conduct set by the Board.
Community The Directors recognise that the long-term success of the Company is linked to The Board encourages the responsible investment ethos of the Investment
the success of the communities in which the Company, and its investee Manager. The Board is cognisant of the impact of the Company's operations and
companies, operate. of the companies in which it invests and believes that its investment
activities have many positive benefits beyond the returns delivered for
Shareholders.
Regulators Good governance and compliance with regulations is essential to achieving The Company engages an external adviser to report on its compliance with the
continued success. VCT rules.
Principal Decisions
Below are the principal decisions made or approved by the Directors during the
year. In taking these decisions, the Directors considered their duties under
Section 172 of the Act. Principal decisions have been defined as those that
have a material impact on the Company and its key stakeholder as defined
above.
Auditor appointment
During the period, an audit tender process was undertaken. Following this
process, Deloitte LLP were appointed, replacing BDO LLP as the Company's
Auditor. Further information pertaining to the audit tender process is
contained within the Audit Committee Report on page 49.
Payment of dividends
During the year, the Company paid a total of four pence per Share interim
dividends and declared a further two pence per Share interim dividend on 6
January 2025, which was paid shortly after the period end on 17 March 2025.
Strategic Report - Investment Manager's Review
Sector Analysis
The portfolio has continued to grow and diversify, with four new qualifying
investments made this year and participation in seven follow-on funding
rounds.
The unquoted investment portfolio can be analysed as follows:
* Under current VCT regulations, the Company has three years before undeployed
cash counts towards the qualifying status of the Company. Undeployed cash is
therefore not taken into account in determining the current qualifying status
percentage of the Company, which at the year-end was above 80%.
Mixed economic conditions defined the year, as we saw a drop in the overall
number of venture capital deals across Europe and the US. Despite this, the
portfolio continued to demonstrate resilience and the Triple Point Ventures
team continued to make good progress in deploying the Company's cash into
qualifying investments. The team completed four new qualifying investments, as
well as seven follow-on investments. These were made across a range of sectors
spanning health, climate, hospitality operations, fintech and sales
operations. Climate and health are two sectors in which the team has
particular experience and continues to see considerable opportunities. At the
end of February 2025, the portfolio consisted of stakes in 49 qualifying
businesses.
The Company distributed £2.8m to Shareholders during the year by way of
dividends.
Strategy
The Company looks to maximise Shareholder returns by investing in innovative
early-stage businesses, typically at the point where they have achieved some
market validation for their product or service, with one or more contracts
secured with a corporate customer. The core investment focus for the Company
has been at the Seed and Series A stage funding rounds, investing in B2B
technology companies - often with a specialist software product - that are
raising funds to drive product and sales development in order to take their
revenues to the next level. The Company also seeks to invest in some Pre-Seed
businesses every year (which may be pre-revenue), where there is a
particularly compelling opportunity; perhaps because of the founding team, the
product opportunity, or the feedback we have received from potential customer
due diligence. In deploying the strategy, the team apply proportionate
consideration of how environmental, social and governance factors may
contribute to current and future business strength or weakness, and give
consideration to the scale of any negative outcomes that could result from a
company's activities.
NAV and Funding Environment
The NAV per share decreased to 95.44 pence from 98.55 pence at the end of last
year, representing a 3.2% reduction. The total return for the Company, being
NAV plus cumulative dividends paid up to 28 February 2025 of 15 pence per
Share, is 110.44 pence per Share (2024: 109.55 pence per Share). During the
year, we were pleased to pay four pence per Share of dividends to investors.
Last March's two pence per Share interim dividend payment was the fifth
dividend for the Venture Shares, with an additional sixth interim dividend of
two pence per Share paid in December 2024, bringing total dividends paid as at
28 February 2025 to fifteen pence per Share.
While the UK and European economies remain sluggish, a reduction in interest
rates has improved market conditions slightly, lowering the cost of capital
for start-ups. However, venture funding remains selective. Data from Pitchbook
indicates an 8% year-on-year decline in total capital invested in European
start-ups in 2024 and a 23% drop in the number of VC deals, along with a 20%
rise in average deal sizes. This shows that investors are backing fewer but
stronger-performing companies, creating a "feast or famine" dynamic for
start-ups. This follows a pattern on which we have reported previously, where
VC funds continue to challenge what "good" looks like at each stage of the
venture journey. Investors are investing larger amounts, in fewer, very
strongly performing companies.
Despite the challenging environment, portfolio activity remained strong, with
14 companies raising additional funding. Nine companies secured equity
financing at higher valuations, three raised capital via convertible loan
notes (or similar), while the remaining two companies raised funding rounds at
lower share prices than the previous rounds, otherwise known as "down-rounds."
Considering the relatively tough venture funding environment, we are not
surprised to see some further down-rounds in the portfolio. As we have
reported previously, while this is naturally disappointing, and impacts
valuations, we believe down-rounds can be positive for the ecosystem, as they
give life to companies that have not met their projection and may otherwise be
forced to close.
Deal Origination and Deployment
During the year under review, the team successfully completed four new
investments. These included a seed-stage investment into Treefera (an
AI-enabled data platform for the commodity supply chain and carbon markets), a
pre-seed investment into Paloma Health (a tech-enabled service provider for
speciality care, initially starting with autism) a Series A investment into
the Electric Car Scheme (an electric car salary sacrifice company), and a
pre-seed investment into a business that is building a suite of automated
workflows powered by AI Agents, which aims to abstract away administrative
tasks from financial advisors.
The Ventures team has continued to actively originate new deal flow using a
variety of methods, including using digital tools to help identify and monitor
new start-ups being founded by people who have left larger, well-regarded
venture-backed businesses, conducting outbound contact to individuals in
sectors that excite the team, and leveraging the team's network. These methods
have allowed us to continue to meet compelling founders during the period.
We have also been pleased to continue to support existing portfolio companies
during the period under review. As the Company's portfolio has continued to
grow, so too has the number of follow-on investment opportunities, with the
team completing seven follow-on investments during the year. One example of a
follow-on investment is Semble, a clinic management system which helps
healthcare practices manage all aspects of their administration in one place.
The business continues to perform well, and it successfully raised an £11.5m
Series B funding round in October 2024. The team were pleased to back Semble
for a fourth time as the business embarks on its expansion into Europe.
Another example is Trumpet, a sales software tool. The Company first invested
in Trumpet's pre-seed round in April 2022, and the business has performed
strongly since then, acquiring over 10,000 users across 250 paying customers,
including Cognism and Sky Media. In June 2024, the business closed a £5m seed
round, which we contributed to, valuing the business at a significant uplift.
We reported in the August interim report that the majority of the cash
invested during the period went towards climate and health related businesses.
This theme continued in the second half of the year.
Throughout the year under review, we maintained an active interest in AI and
data businesses. While the lion's share of investment has gone into businesses
in the health and climate sectors, for many of these companies, AI is an
intrinsic part of the business. For example, Treefera, a business in the
climate sector in which we invested during the period, is the provider of an
AI-enabled data platform for the supply chains of commodities and carbon
markets.
We have continued to see the clear enthusiasm around AI and the businesses
that can exploit it. We also continue to see a significant number of
opportunities with start-ups focussed on the fundamental application of Large
Language Models (LLMs). Furthermore, companies in the VCT portfolio have
continued to invest in AI during the period to automate or enhance services.
Examples include Paloma Health, Nory and Aptem. Given the significant investor
interest in AI, we remain cautious amid elevated valuations for increasingly
crowded opportunities, and we continue to recognise the risks and limitations
of AI and ensure that its benefits are harnessed responsibly.
As mentioned in the Chair's statement, climate tech is facing some political
headwinds in the US, particularly following the election of President Trump.
Despite this, we remain confident in the sector's long-term viability. In the
inevitable transition to sustainable energy and supply chain sources; it is
clear that significant ongoing investment is still required to build the
infrastructure required to achieve net zero, providing substantial investment
opportunities. Our preferred business models for investment in this area
remain software solutions. For example, Modo Energy is in the battery storage
software space and is a business to which we provided follow-on funding during
the period.
Valuations and Exits
The portfolio saw positive momentum, with nine companies raising funding at
higher valuations, driven by strong revenue growth and investor demand.
Companies such as Tuza, Nory, Modo Energy, and Trumpet secured oversubscribed
funding rounds.
There have also been a number of portfolio companies which have not met our
expectations. We have initiated or increased existing downward fair-value
adjustments to 15 portfolio companies during the year where we believe that
growth rates are not sufficient to offset market valuation declines, or that
the risks associated with a shortening cash runway are high or rising.
As mentioned above, the venture funding market for companies that have
struggled to grow is tough. In line with the nature of venture investing,
there are several companies within the portfolio that have struggled to grow
over the past few years, which has made raising further funding difficult.
During the year, four companies exited the portfolio via distressed sales and
one portfolio company entered administration. In these cases, while the
companies had made significant progress in their respective markets, they were
unable to achieve a sustainable path forward due to a combination of factors,
including market conditions and operational challenges. As a result, they
pursued strategic transactions to provide the best available outcomes for
Shareholders.
In one instance, the Company received shares in the acquiring company. As
reported in August, Vyne, a payments business that uses Open Banking, was sold
to the leading open banking platform in the Middle East. We see an opportunity
through this transaction to gain exposure to the earlier-stage and less
competitive Middle East markets. This exit was profitable on paper. In a
further two cases, we were pleased to return some of our investment from the
sale of the companies. One example is Pixie, where we expect to return circa
59% of the initial investment amount. In the final two cases, one company was
acquired for a small fee, leaving no returns for investors, and another
business, Augnet, entered into administration during the period, with no
proceeds expected for investors.
The Company is now in its seventh year of venture investing. As the portfolio
continues to mature, we would expect to see our stronger-performing companies
continue to build on their momentum, raise further funding, and maintain
scaling. This can be seen with the examples such as Nory, Modo Energy and
Semble, which have raised further funding to pursue international growth.
However, we also expect that some of our weaker companies may struggle to
raise additional funding, leading to either failures or distressed
acquisitions. We are now starting to see this within the portfolio, where in
the above cases the average hold period of these companies was 4.5 years. Such
outcomes are naturally disappointing for us, and for the teams involved who
have made significant sacrifices for their business. However, loss is an
intrinsic part of venture investing. While we always strive to back companies
with strong growth potential, venture capital investing inherently involves
both successes and failures. However, we expect our winners, by generating
outsized returns, to outweigh our losers. We should also note that these
losses have not come as a surprise and several of the companies that have
exited the portfolio during the year have been of long-term concern to the
Ventures team, and we already hold downward fair value adjustments to the
valuations of these companies. Therefore, a significant proportion of these
losses have already been reflected in the NAV.
Portfolio Support
As always, we have continued to actively support our portfolio companies
wherever possible. Examples include participating in Board meetings, and
making relevant introductions, such as introductions to suppliers and
potential customers or investor introductions for further fundraising rounds.
As mentioned above, we completed seven follow-on investments during the year,
in addition to the 11 completed in the prior year. Since inception, the
Company has provided over £14.3m of follow-on investment to portfolio
companies. This is testament to our willingness to support portfolio companies
that perform to or near to plan. However, as always, we will not invest good
money after bad; for example, if our experience since investment suggests that
our original investment thesis was flawed, or that the company has failed to
perform as expected.
Liquidity Management
As previously reported, as interest rates increased, we took active steps to
manage liquidity. We opened accounts in the BlackRock International Cash
Series Sterling Government Liquidity Fund, the BlackRock International Cash
Series Sterling Liquidity Fund, the Vanguard UK Short-Term Investment Grade
Bond Index Fund, and the HSBC Sterling ESG Liquidity Fund. Throughout the
period, the majority of the Company's liquid funds awaiting deployment have
been invested in money market funds and a corporate bond fund. In the current
interest rate environment this improves the return on the Company's cash
(relative to bank deposits), whilst complying with VCT rules on sources of
income. These funds provide easy access to the Company's cash, while ensuring
there is no cash drag on funds awaiting deployment into qualifying
investments.
ESG
Both the Board and the Investment Manager believe Environmental, Social and
Governance ("ESG") considerations are important, and they are taken into
account through the investment process within the Company. Whilst early-stage
companies do not have the scale or resources to adopt the full scale of ESG
initiatives undertaken by large corporates, we always consider the processes
and policies they have in place to ensure that they are proportionate to their
size and activities, and recognise the importance of laying the foundation of
good ESG practices for the future. Doing so can provide a competitive
advantage for small companies seeking business with large corporates who have
ESG supply chain requirements. Please see the section on ESG and Responsible
Investing on pages 35 to 37 for further information.
Outlook
We were pleased to see that interest rates began to drop during the period.
However, while this drop is welcome news, interest rates remain high when
compared with 2009 to mid-2022, when rates remained below 1%. As noted by the
Chair, inflation has proven more persistent than many had anticipated and so
it is likely that interest rates cuts will be slower than previously expected.
As discussed above, while the cost of capital is now more favourable, the
general funding environment for startups remains tough and the benchmarks
sought by investors remain high; companies that have delivered strong growth
and can demonstrate robust unit economics have continued to see significant
levels of investor interest, while those that have not met the benchmarks are
finding it increasingly difficult to attract further investment. This is a
trend we expect to continue in the coming year.
The UK economy enters the next reporting period with weak growth expectations.
Macroeconomic uncertainties and geopolitical tensions continue to present
risks, with Europe and the UK rearming in response. The key risks we would
highlight are (i) the ongoing Russia-Ukraine conflict, which continues to
destabilise energy markets and supply chains (ii) increasing global trade
restrictions such as US tariffs, which could create headwinds for the UK
economy (iii) persistent inflation and sluggish productivity growth.
Despite the risks, it remains an exciting time to be a seed-stage venture
investor and an exciting time for the portfolio. The average age of investment
within the portfolio remains young at 40 months, and we look forward to seeing
the portfolio continue to mature over the next year. We were pleased to see a
number of portfolio companies grow strongly during the period and receive
significant investor interest. Several companies closed funding rounds during
the year and intend to use the funds raised to expand geographically. We are
excited to see these companies progress in the upcoming year.
Deal flow remains strong and there continues to be no shortage of companies
with innovative business ideas seeking funding. What's more, the UK remains a
dominant force in Europe's VC ecosystem, particularly in hubs such as London,
Cambridge and Oxford. We expect areas such as AI to continue to attract
significant interest in the coming year, with high levels of both public and
private sector investment.
Furthermore, as we reported last year, larger corporates are actively
allocating more resources to their spend on productivity-enhancing software
solutions. While early days, we expect the adoption of AI-agents to also
increase significantly in the coming years. This leaves the portfolio
well-positioned for future growth.
As the VCT's fundraise draws to a close, the Company is in a healthy cash
position to access early-stage, innovative companies. Our focus remains on
software businesses, with compelling founding teams that can generate
significant capital returns. We remain interested in software in the health
and energy transition sectors, as well as businesses using end-to-end vertical
software to revolutionise business models in services sectors (including
delivering the whole service themselves in a tech-enabled way). We also
continue to look at companies where data is a significant by-product of their
core product and which can be used to train useful AI models.
The recent change of UK Government still presents some uncertainty, including
to the venture capital world, but importantly we believe that the new
Government is a supporter of the VCT and Enterprise Investment Schemes (EIS)
that promote investment in start-ups. We will also closely monitor any changes
to the research and development tax credit system which supports the growth of
so many UK technology start-ups.
Seb Wallace
Head of Ventures
For Triple Point Investment Management LLP
13 June 2025
Strategic Report - Investment Portfolio Summary
Qualifying holdings
28 February 2025 29 February 2024
Cost Valuation Cost Valuation
£'000 % £'000 % £'000 % £'000 %
Qualifying unquoted investments 44,021 59.98 51,410 63.54 38,426 67.30 43,333 69.87
Non-qualifying unquoted investments 770 1.05 901 1.11 470 0.82 491 0.79
Financial assets at fair value through profit or loss 44,791 61.03 52,311 64.65 38,896 68.12 43,824 70.66
Cash and cash equivalents 28,601 38.97 28,601 35.35 18,199 31.88 18,199 29.34
73,392 100.00 80,912 100.00 57,095 100.00 62,023 100.00
Non-Qualifying Investments Sector
Modern Power Generation Ltd SME Funding: Other 470 0.64 490 0.61 470 0.82 491 0.79
Degreed Inc Education 300 0.41 411 0.50 - - - -
770 1.05 901 1.11 470 0.82 491 0.79
Qualifying Investments Sector
Semble Health 2,360 3.22 4,444 5.49 1,760 3.08 2,374 3.83
Modo Energy Climate 2,550 3.47 4,008 4.95 2,250 3.94 2,968 4.80
Nory Hospitality 2,322 3.16 3,468 4.29 1,527 2.67 2,116 3.41
Scan.com Health 1,800 2.45 3,370 4.17 1,800 3.15 3,370 5.44
Ably Real Time Middleware 1,312 1.79 2,452 3.03 1,312 2.30 2,452 3.95
Pelago Health 1,245 1.71 2,401 2.97 1,245 2.18 2,399 3.87
Heat Geek Climate 2,000 2.73 2,000 2.47 1,000 1.75 1,000 1.61
SeeChange Retail 1,500 2.04 1,950 2.41 1,500 2.63 1,500 2.42
Ryde Logistics 2,000 2.73 1,700 2.10 2,000 3.50 1,800 2.90
Veremark HR 910 1.24 1,676 2.07 910 1.59 2,095 3.38
AeroCloud Aviation 1,500 2.04 1,594 1.97 1,500 2.63 1,500 2.42
Tarabut Gateway Fintech 2,212 3.02 1,498 1.85 - - - -
Biorelate Health 1,500 2.04 1,400 1.73 1,000 1.75 1,000 1.61
Paloma Health Health 1,250 1.70 1,250 1.54 - - - -
Treefera Climate 1,015 1.38 1,219 1.51 - - - -
Fluent Business Intelligence 700 0.95 1,117 1.38 700 1.23 1,489 2.40
Visibly Tech Field Engineering 541 0.74 1,047 1.28 541 0.95 1,047 1.69
PetsApp Veterinary 1,000 1.36 1,000 1.24 1,000 1.75 1,000 1.61
OutThink Cyber Security 1,000 1.36 1,000 1.24 1,000 1.75 1,000 1.61
Fertifa Health 1,000 1.36 1,000 1.24 1,000 1.75 1,000 1.61
Electric Car Scheme Climate 1,000 1.36 1,000 1.24 - - - -
Unity Wealth Fintech 1,000 1.36 1,000 1.24 - - - -
Knok Health 684 0.93 940 1.16 684 1.20 947 1.53
Konfir HR 800 1.09 839 1.04 800 1.40 838 1.35
Sonicjobs HR 600 0.82 788 0.97 600 1.05 788 1.27
Expression Insurance Insuretech 1,000 1.36 775 0.96 1,000 1.75 573 0.92
Kamma Proptech 800 1.09 722 0.89 800 1.40 902 1.45
Abtrace Health 700 0.95 700 0.87 700 1.23 700 1.13
Counting Up Fintech 920 1.25 619 0.77 920 1.61 641 1.03
Trumpet B2B Sales 303 0.41 511 0.63 220 0.39 220 0.35
Airly Climate 987 1.35 474 0.59 987 1.73 853 1.38
Tuza Fintech 300 0.41 470 0.58 150 0.26 320 0.52
Aptem Education 150 0.20 441 0.55 150 0.26 441 0.71
Degreed Education - - - - 300 0.53 411 0.66
Virtual Science AI Health 182 0.25 409 0.50 182 0.32 182 0.29
Exate Cyber Security 500 0.68 387 0.47 500 0.88 250 0.40
Crowd Data Fintech 500 0.68 350 0.43 500 0.88 350 0.56
Konstructly Construction 300 0.41 300 0.37 300 0.53 300 0.48
Shenval Hydroelectric Power 497 0.68 258 0.32 497 0.87 258 0.42
Kohort (formerly Ramp) Fintech 309 0.42 247 0.31 309 0.54 309 0.50
Learnerbly Education 200 0.27 176 0.22 200 0.35 235 0.38
Realforce Proptech 799 1.10 175 0.22 799 1.40 223 0.36
Stepex Fintech 499 0.69 125 0.15 499 0.87 350 0.56
Catalyst RevOps 224 0.31 56 0.07 224 0.39 112 0.18
Sealit Cyber Security 200 0.27 50 0.06 200 0.35 50 0.08
Seedata Cyber Security 150 0.20 4 - 150 0.26 75 0.12
Augnet Telecommunications 300 0.41 - - 300 0.53 29 0.05
Bkwai Proptech 250 0.34 - - 250 0.44 - -
Artificial Artists Content & Design 150 0.20 - - 150 0.26 75 0.12
Vyne Technologies Fintech - - - - 1,752 3.07 1,585 2.56
Payaable Fintech - - - - 343 0.60 219 0.35
Tickitto Middleware - - - - 1,000 1.75 500 0.81
Pixie Fintech - - - - 915 1.60 487 0.79
44,021 59.98 51,410 63.54 38,426 67.30 43,333 69.87
Financial Assets are measured at fair value through profit or loss. The
initial best estimate of fair value of these investments, that are either
quoted on an active market or unquoted, is the transaction price (i.e. cost).
The fair value of these investments is subsequently measured by reference to
the enterprise value of the investee company, which is best deemed to reflect
the fair value. Where the Board considers the investee company's enterprise
value to remain unchanged since acquisition, investments continue to be held
at cost (less any loan repayments received).
Strategic Report - Investment Portfolio Ten Largest Investments
Semble Technology Limited
Date of first investment Cost £ Valuation £ Valuation Method Income recognised by TPV for the year £'000 Equity Held by TPV % Other Equity Held by TPIM managed funds %
20-Nov-2019 2,360,015 4,443,969 Last Equity Raise - 7.89% -
Summary of Information from Investee Company Financial Statements*: £'000
Net assets as at 31 Dec 2,009
2023
189
Net assets as at 31 Dec 2022
Semble is a clinical system (EHR) built to enable medical clinicians and admin
staff to complete their day-to-day work in one place rather than needing to
use multiple systems. The software covers the entire patient journey, saving
the medical clinicians time, enabling them to spend more time treating
patients.
* The Investees are required only to submit Small Companies Accounts to
Companies House hence only net assets have been disclosed.
Modo Energy Limited
Date of first investment Cost £ Valuation £ Valuation Method Income recognised by TPV for the year £'000 Equity Held by TPV % Other Equity Held by TPIM managed funds %
03-Mar-2023 2,550,070 4,008,259 Last Equity Raise - 5.42% -
Summary of Information from Investee Company Financial Statements*: £'000
Net assets as at 31 Oct 2023 8,532
Net assets as at 31 Oct 2022 2,709
Modo are creating a complete platform for energy market and asset performance
data.
* The Investees are required only to submit Small Companies Accounts to
Companies House hence only net assets have been disclosed.
Hospitality Growth Services Ltd (Nory AI)
Date of first investment Cost £ Valuation £ Valuation Method Income recognised by TPV for the year £'000 Equity Held by TPV % Other Equity Held by TPIM managed funds %
09-05-2023 2,331,278 3,476,430 Last Equity Raise - 6.99% -
Summary of Information from Investee Company Financial Statements: £'000
Nory provide AI-enabled software for hospitality businesses to manage their
business and restaurant operations.
* The company is yet to publish public accounts
National MRI Scan Limited
Date of first investment Cost £ Valuation £ Valuation Method Income recognised by TPV for the year £'000 Equity Held by TPV % Other Equity Held by TPIM managed funds %
27-Jul-2022 1,799,998 3,369,415 Last Equity Raise - 3.30% -
Summary of Information from latest available Investee Company Financial £'000
Statements*:
Net assets as at 31 Dec 2023 19,876
Net assets as at 31 Dec 2022 (2,260)
Scan.com Scan.com are building the infrastructure layer to connect the global
diagnostic imaging market, aiming to solve the lack of price transparency for
imaging, long waiting lists and reliance on archaic workflows.
* The Investees are required only to submit Small Companies Accounts to
Companies House hence only net assets have been disclosed.
Ably Realtime Limited
Date of first investment Cost £ Valuation £ Valuation Method Income recognised by TPV for the year £'000 Equity Held by TPV % Other Equity Held by TPIM managed funds %
30-Oct-2019 1,312,027 2,452,322 Last Equity Raise - 2.05% -
Summary of Information from Investee Company Financial Statements*: £'000
Turnover to year end 31 Jan 2024 9,290
Turnover to year end 31 Jan 2023 8,997
Earnings before interest, tax, amortisation and depreciation (EBITDA) to year (9,747)
end 31 Jan 2024
Earnings before interest, tax, amortisation and depreciation (EBITDA) to year
end 31 Jan 2023
(17,732)
Profit before tax to year end 31 Jan 2024
Profit before tax to year end 31 Jan
2023 (9,608)
(17,308)
Net assets as at 31 Jan 2024 6,385
Net assets as at 31 Jan 2023 15,606
Ably is a real time data delivery service provider.
Digital Therapeutics Inc (Pelago Health)
Date of first investment Cost £ Valuation £ Valuation Method Income recognised by TPV for the year £'000 Equity Held by TPV % Other Equity Held by TPIM managed funds %
14-Feb-2020 1,245,285 2,400,887 Last Equity Raise adjusted for fair value - 1.28% -
Summary of Information from Investee Company Financial Statements*: £'000
Pelago is a virtual clinic for substance use management. Pelago is
transforming substance use support-from prevention to treatment-delivering
education, management skills, and opportunities for positive change to members
struggling with substance use.
* This company is exempt from publishing accounts and hence no financial
details are disclosed.
Seechange Technologies Limited
Date of first investment Cost £ Valuation £ Valuation Method Income recognised by TPV for the year £'000 Equity Held by TPV % Other Equity Held by TPIM managed funds %
26-Sep-2023 1,500,000 1,949,992 Cost adjusted for fair-value - 5.0% -
Summary of Information from Investee Company Financial Statements*: £'000
Net assets as at 31 Dec 2023
Net assets as at 31 Dec 2022 5,671
1,250
SeeChange are building a general-purpose recognition platform for real-world
application of computer vision, starting with use cases for retailers.
* The Investees are required only to submit Small Companies Accounts to
Companies House hence only net assets have been disclosed.
Veremark Limited
Date of first investment Cost £ Valuation £ Valuation Method Income recognised by TPV for the year £'000 Equity Held by TPV % Other Equity Held by TPIM managed funds %
12-Aug-2020 909,906 1,676,116 Last Equity Raise - 5.28% -
Summary of Information from Investee Company Financial Statements*: £'000
Net assets as at 31 Dec 2023 3,224
Net assets as at 31 Dec 2022 5,382
Veremark is an employment background checking software for checks such as
credit ratings and criminal records.
* The Investees are required only to submit Small Companies Accounts to
Companies House hence only net assets have been disclosed.
AeroCloud Systems Limited
Date of first investment Cost £ Valuation £ Valuation Method Income recognised by TPV for the year £'000 Equity Held by TPV % Other Equity Held by TPIM managed funds %
14-Dec-2022 1,449,999 1,594,284 Cost adjusted for fair-value - 3.03% -
Summary of Information from Investee Company Financial Statements*: £'000
Net assets as at 31 Dec 2023 7,575
Net assets as at 31 December 2022 11,186
AeroCloud is the provider of an operations management SaaS solution for
airports worldwide.
* The Investees are required only to submit Small Companies Accounts to
Companies House hence only net assets have been disclosed.
Tarabut Gateway UK Limited
Date of first investment Cost £ Valuation £ Valuation Method Income recognised by TPV for the year £'000 Equity Held by TPV % Other Equity Held by TPIM managed funds %
31-Jul-2024 2,212,485 1,498,124 Last Equity Raise adjusted for fair value - 0.76% -
Summary of Information from Investee Company Financial Statements*: £'000
Net assets as at 31 Dec 2023 256
Net assets as at 31 Dec 2022 217
Tarabut Gateway have developed open banking platform, enabling secure and
efficient data sharing between banks and fintech's through universal APIs.
* The Investees are required only to submit Small Companies Accounts to
Companies House hence only net assets have been disclosed.
Strategic Report - ESG and Responsible Investing
Investment Manager approach to ESG and responsible investing
Triple Point was founded on the principle of people, purpose and profit. The
manager strives to identify and unlock investment opportunities that have
purpose, so we can help people and planet while generating profit for
investors.
Triple Point has committed to the following frameworks to demonstrate
commitment to sustainable behaviours:
· Triple Point is a certified B Corp with a score of 97.6.
Certified B Corporations are businesses that meet the highest standards of
verified social and environmental performance, public transparency, and legal
accountability to balance profit and purpose.
· Triple Point is a signatory to the Principles for Responsible
Investment ("PRI"). This commitment was made in 2019 and requires Triple Point
to uphold and demonstrate progress on the six principles which seek best
practice in investor ESG integration and contribution to a more sustainable
global financial system. Triple Point seeks to promote these principles
throughout its business, as reflected in the 4 and 5 star ratings achieved in
its most recent PRI assessment. These principles ensure all investment
processes have sound and appropriate integration of ESG practice and are
overseen by the Sustainability Team who report findings to the Triple Point
Sustainability Group. This means investment teams are aware of, and can make
informed investments decisions about, key ESG risks and opportunities.
· Triple Point is a signatory of the Net Zero Asset Managers
Initiative ("NZAM"). This is an international group of asset managers
committed to supporting the goal of net zero greenhouse gas emissions. At the
time of publication, NZAM had launched a review of the initiative to ensure it
remains fit for purpose in a changing global landscape. Triple Point will
participate in this consultation and keeps membership of this initiative under
review. The investment manager remains committed to its net zero journey, and
has set and published near-term science-aligned net zero targets.
Triple Point recognises the importance of strong governance in the successful
and consistent implementation of sustainability action; there are three core
elements to the oversight of the investment manager's sustainability
commitments:
1. First, all investments must be approved by a Triple Point Investment
Committee, whose members received ESG training. This review process ensures
investment decisions are aligned with the Company's ESG commitments and the
organisation's ethos on corporate responsibility and responsible investment.
2. Second, Triple Point has a Sustainability Group which meets quarterly.
The group reviews sustainability activities across the business including
agreed KPIs, with members consisting of the two managing partners and key
relevant business function heads. Reporting to this group is the Sustainable
Investment Subgroup. This subgroup is responsible for discussing deals which
present complex ethical, responsible, or sustainable investment issues.
3. Third, Triple Point's Head of Sustainability runs an annual ESG
performance review of ESG integration by each strategy to ensure teams are
implementing the ESG activity committed to. The results and follow-up action
are shared with the Sustainability Group and relevant investment team. This
provides oversight to activity and supports ongoing improvement.
All of Triple Point's sustainability activity is reflected in its
Sustainability Blue Book, the annual report of its sustainability approach and
outcomes 5 (#_ftn6) . This report includes outcomes relating to the Triple
Point's business activities alongside its investment activities.
ESG Integration
The Investment Manager has implemented ESG Integration processes specifically
associated to the needs of understanding ESG risk and opportunity for small,
seed-stage companies.
This Company does not have a UK sustainable investment label. This Company,
through the Sustainability commitments undertaken by the Investment Manager
(in agreement with its Board), considers how investment decisions relating to
the product may result in negative outcomes for people and planet and seeks to
mitigate these within the confines of the Investment Objective of the product.
We consider this to present sustainability characteristics beyond basic ESG
integration for risk mitigation, but not significant enough to enable
application of a Label.
This integration approach is summarised below and, in the Company's, ESG
Integration Policy; sustainability characteristics are also provided in a
Consumer Facing Disclosure (in line with the Sustainability Disclosure
Requirement, SDR). The policy and disclosure are both available on the Triple
Point website.
The Investment Manager places proportionate expectations on our investee
companies, across a range of environmental, social and governance factors
according to the sector, size, stage of growth, and future growth and
development trajectory of the company.
It is the Investment Manager's belief that retrofitting a sustainable business
mindset and model can be time consuming and challenging further down the line.
We invest for growth and so we take a considered judgement that these issues
could come to bear during ownership or at exit, if they are not considered at
the point of investment.
The aim of the Company is to invest in smaller UK businesses to help them
grow, with the primary objective of delivering strong financial returns.
However, the Company and the Investment Manager are mindful of the impact that
the activities and those of the businesses in which they invest have not just
on the environment, but also on their employees, communities, and society at
large.
The Company believes that its investment activities have many positive
benefits beyond the returns it delivers for Shareholders. Our Venture
Investments help create new employment, develop and implement new technologies
and products, and improve productivity, all of which contribute to the UK
economy and benefit those employed in those businesses and in their supply
chains. This is achieved most effectively if the company exhibits responsible
business behaviour. The investment team assesses this proportionately and
materially depending on the company size and sector, and the scale of the
investment being made, through an environmental, social and governance (ESG)
review.
In addition, some companies are developing products and solutions which help
to create a more sustainable economy. We use the Sustainable Development Goals
to assess if companies we invest in offer this additional benefit. We note
this is not a selection criterion for the team, but it can increase the appeal
of an opportunity, alongside the other required financial strengths.
The Investment Manager also recognises that businesses can have negative
impacts or contribute to wider systemic issues which can create negative
impact. The ESG integration approach seeks to minimise risk to investments
through exposure to themes and activities which may impact the future growth
of a business, minimise negative impacts by seeking to avoid businesses with
poor business behaviours and maximise the potential to support businesses
which make positive contributions. The strategy also explicitly states the
Investment Manager will not invest in adult content, gambling (excluding
charitable lotteries funding good causes or raising funds), animal testing for
certain activities, controversial weapons and tobacco. Full details of the
management of these exclusions are provided in Triple Point's Responsible
Investment Guide, available under 'Policies and Documents' on the Triple Point
website: https://www.triplepoint.co.uk/approach-to-sustainability/116/.
To ensure the effective and consistent application of this approach, the
Investment Manager also operates an ESG Integration Policy for the Company
which details how ESG considerations are taken into account throughout the
investment process, from the point of origination to exit. This policy is
available on the Tripe Point website 6 (#_ftn7) and approaches the challenge
through two themes:
1. Management (Culture, Capacity & Governance) - this refers to the
allocation of appropriate resourcing, training and senior support for ESG
integration. It demonstrates that Triple Point's actions have integrity and
are aligned with the strategic position of the Company and oversight from
senior management. Examples of which include:
a. training across the investment team on ESG;
b. training for the Investment Committee on ESG; and
c. providing greater transparency on the approach to ESG.
2. Investment (Process & Reporting) - this refers to action taken in
the investment process to assess and improve ESG factors affecting the target
asset, how these might affect an investment decision and how decisions and
changes to ESG factors are captured during our asset ownership. Examples
include:
a. formal reviews by the team of ESG trends and topics at a micro, macro
and sector level to feed into the origination process;
b. ESG due diligence process with results included at Investment
Committee; and
c. sharing areas of weakness, with constructive guidance on how to
progress so awareness on a range of ESG issues develops with ownership.
Triple Point is committed to evaluating the success of the approach. As
detailed in the governance steps, an ESG integration review, along with
on-going guidance to each investment team, is provided by Triple Point's
dedicated Sustainability Team.
Alignment to Sustainable Development Goals ("SDGs")
During the year we invested in a number of businesses with sustainability
alignment (as shown by alignment to the SDGs), including:
SDG 3 - good health and wellbeing: Paloma Health is building a tech-enabled
service provider for speciality care, initially starting with Children &
Young People's Autism Assessment & Diabetes. Paloma aims to deliver care
more efficiently by rebuilding clinical pathways to embed automation and
digitisation of delivery.
SDG 11 - Sustainable Cities and Communities (plus support towards SDG 13 -
Climate Action, and SDG 15 - Life on Land): Treefera is a forestry data
company that aggregates global satellite data & images and classifies them
in order to assess existing carbon projects and the deforestation risk
associated with a given commodity supplier.
SDG 13 - Affordable and clean energy and climate action: The Electric Car
Scheme (ECS) is a company that helps employees access electric vehicles (EVs)
affordably through salary sacrifice schemes. By allowing employees to lease
EVs using their pre-tax salary, participants can save between 20% and 50% on
the cost of a new or used electric car.
The Strategic Report has been approved by the Board and signed on their behalf
by the Chair.
Jamie Brooke
Chair
13 June 2025
GOVERNANCE
Board of Directors
Jamie Brooke is the Chair of the Board of the Company. He has gained over 25
years' investment experience throughout his career. He previously worked at 3i
and Quester in the venture and leveraged buyout divisions, and was formerly
lead fund manager for the Hanover Catalyst Fund, prior to which he was at
Lombard Odier where, as a fund manager, he specialised in strategic UK small
cap equity investing, having moved with the Volantis team from Henderson
Global, and before that, Gartmore. Jamie has held directorships on over 20
boards, and is currently on the Board of Kelso Group Holdings plc, Flowtech
Fluidpower plc, Chapel Down Group plc and Oryx International Growth Fund.
Julian Bartlett has significant financial, assurance and advisory experience
gained from over 30 years as a Partner at Grant Thornton UK LLP and from
former roles at RSM Robson Rhodes and Deloitte. He specialised in financial
services throughout his career, with a focus on investment management. He is
the Chair of Invesco Fund Managers Limited, and a Director of Unicorn AIM VCT
plc, Invesco Pensions Limited, and Lindsell Train Limited. Julian is a Fellow
of the Institute of Chartered Accountants in England and Wales.
Sam Smith is an entrepreneur with over 25 years' business and capital markets
experience and specialises in advising small and mid-cap growth companies. Sam
was previously Chief Executive Officer of FinnCap Group PLC which, under her
leadership, has become one of the largest brokers for companies listed on the
Alternative Investment Market ("AIM") of the London Stock Exchange. Sam is
currently a non-executive director of Solid State PLC listed on AIM, Sumer
Group Holdings Ltd a professional services firm supporting SMEs with
accounting and other services, Griffin Markets Limited, an OTC wholesale
European energy trading business and is co-founder of The SuperScalers.
Corporate Governance Report
Compliance Statement
The Board of Triple Point Venture VCT plc has considered the principles and
provisions of the Association of Investment Companies Code of Corporate
Governance 2024 ("AIC Code"). The AIC Code addresses the principles and
provisions set out in the UK Corporate Governance Code (the "UK Code"), as
well as setting out additional provisions on issues that are of specific
relevance to investment companies like Triple Point Venture VCT Plc.
The Board considers that reporting against the principles and provisions of
the AIC Code, which has been endorsed by the Financial Reporting Council, will
provide improved reporting to Shareholders.
The Company has complied with the principles and provisions of the AIC Code or
provided an explanation for non-compliance below:
AIC Code of Corporate Governance Explanation
If the Chair of the Board is a member of the Audit Committee, the Board should Jamie Brooke is a member of the Audit Committee and Chair of the Board. Jamie
explain in the annual report why it believes this is appropriate (Provision Brooke is an independent Non-Executive Director, and was deemed independent on
29). appointment, and therefore is permitted to be a member of the Committee under
provision 29 of the Code. Given the size and structure of the Board it was
also deemed in best interest of Shareholders to have the breadth of experience
of all Directors throughout the audit process.
The AIC Code is available on the AIC website (www.theaic.co.uk
(http://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.
The Board
All Directors are considered independent and day-to-day management
responsibilities are delegated to the Investment Manager. The Directors have a
combination of skills, experience and knowledge which are relevant to the
Company. Biographies of each director are presented on page 39 of this report.
The Directors are provided with key information on the Company's activities,
including regulatory and statutory requirements, by the Investment Manager and
Company Secretary, Hanway Advisory Limited.
The Board has direct access to the Company Secretary and may also take
independent professional advice at the Company's expense where necessary in
the performance of their duties. During the year, the Board was satisfied that
all Directors were able to commit sufficient time to discharge their
responsibilities effectively having given due consideration to their other
significant commitments. The Directors were advised on appointment of the
expected time required to fulfil their roles and have confirmed that they
remain able to make that commitment. No external appointments accepted during
the year were considered to be significant for the relevant Directors, taking
into account the expected time commitment and nature of these roles.
The Directors' other principal commitments are listed in their biographies on
page 39.
The Chair, Jamie Brooke, leads the Board and is responsible for its overall
effectiveness in directing the affairs of the Company. The Chair leads the
process in determining its strategy and the achievement of its objectives. The
Chair is responsible for setting the Board agenda focusing on strategy,
performance, value creation, culture, stakeholders and ensuring that issues
relevant to these areas are reserved for Board decision. The Chair facilitates
constructive Board relations and the effective contribution of all the
Directors, encouraging a culture of openness and debate and ensures the
Directors receive accurate, timely and clear information. The Chair does not
have significant commitments which conflict with his Board responsibilities.
Appointment of New Directors
Any appointment to the Board is subject to a formal, rigorous and transparent
procedure and is based on merit and objective criteria which promotes
diversity of gender, social and ethnic backgrounds, cognitive and personal
strengths.
FCA Listing Rule diversity targets
The following table sets out the gender and ethnic diversity of the Board as
at 29 February 2024, in accordance with the FCA's Listing Rules, the
disclosure of which in this report having been approved by each of the
Directors
Number of Board members Percentage of the Board Number of senior positions of the Board 7 (#_ftn8)
Gender Diversity
Men 2 66.7% 1
Women 1 33.3% 1
Not specified/prefer not to say - - -
Ethnic Diversity
White British or other White 3 100% 2
(including minority white groups)
Mixed/Multiple Ethnic Groups - - -
Asian/Asian British - - -
Black/African/Caribbean/Black British - - -
Other ethnic group, including Arab - - -
Not specified/prefer not to say - - -
The Company has reported against the Listing Rules on diversity and has
complied with the targets or otherwise explained non-compliance below.
Requirement Explanation
A minimum of one board member is from a minority ethnic background The size of the Company and of the Board make achieving this target
challenging. The Company recognise the importance of this requirement and
ensures that any recruitment processes for Directors actively encourage a
diverse pool of candidates.
At least 40% of the Board are women As at the report date, the target was not met, as there are three Directors,
with only one female director (33.3% of the Board). Despite this, the Board
believes it has the appropriate mix of skills, knowledge and experience to
discharge its responsibilities and given the size of the Company, the
appointment of an additional director would not be deemed appropriate at this
time.
Company's Operations
The Board is responsible for leading and controlling the Company and has
oversight of the management and conduct of the Company's business, strategy
and development. The Board determines the Investment Objectives and Investment
Policy and risk appetite and has overall responsibility for the Company's
activities, including review of investment activity and performance.
The Board is also responsible for the control and supervision of the
Investment Manager, who is also the Company's Alternative Investment Fund
Manager (AIFM), and compliance with the principles and recommendations of the
AIC Code. The Board ensures the maintenance of a sound system of internal
controls and risk management (including financial, operational and compliance
controls) and reviews the overall effectiveness of systems in place. The Board
is responsible for approval of any changes to the capital, corporate and/or
management structure of the Company.
The Investment Manager is responsible for making investments in line with the
Investment Objectives, Investment Policy and Board approved risk appetite,
portfolio management and risk management of the Company pursuant to the
Alternative Investment Fund Managers Directive (AIFMD).
The Board's main focus is to promote the long-term sustainable success of the
Company, to deliver value for Shareholders and contribute to wider society.
The Board does not routinely involve itself in day-to-day business decisions
but there is a formal schedule of matters that requires the Board's specific
approval, as well as decisions that can be delegated to the Board Committees.
The key matters reserved to the Board include, but are not limited to:
• review investment performance and monitor compliance with the
investment policy;
• the consideration and approval of future developments or changes
to the investment policy, including risk and asset allocation;
• approval of any fundraising, share issues, and buy-backs;
• overall leadership of the Company and setting of its purpose,
culture, values and standards;
• approval of any dividend or return of capital to be paid to the
Shareholders;
• the appointment, evaluation, removal and remuneration of the
Investment Manager and the Company Secretary;
• Board membership and powers including the appointment and removal
of Board members;
• ensuring adequate Board succession planning;
• ensuring the maintenance of a system of internal controls and risk
management;
• approval and issue of the annual and half yearly results;
• review of the Company's corporate governance arrangements and
annual review of continuing compliance with the AIC Code of Corporate
Governance published by the AIC from time to time;
• the performance of the Company, including monitoring the net asset
value per share; and
• monitoring Shareholder profiles and considering Shareholder
communications.
The Company Secretary is responsible for ensuring that Board procedures are
complied with, advising the Board on all governance matters, supporting the
Chair and helping the Board and its committees to function effectively. The
Company Secretary will also provide the Board with support in ensuring that it
has the policies, processes, information, time and resources it needs in order
to function effectively.
The Company's articles of association and the schedule of matters reserved to
the Board for decision provide that the appointment and removal of the Company
Secretary is a matter for the full Board.
The Board reviews the performance of the Investment Manager annually taking
into consideration the contractual arrangements and scrutinises performance.
The Board as a whole carries out this review, and due to the size of the
Board, does not consider it appropriate to establish a separate management
engagement committee.
Discussions of the Board
During the period, the following were the key matters considered by the Board:
· approval of Company policies;
· succession planning and the recruitment of Sam Smith and her
appointment as Senior Independent Director, and Jamie Brooke's appointment as
Chair following Jane Owen stepping down on 23 July 2024;
· matters in relation to the Company's Offer for Venture Shares;
· annual and half year reports to Shareholders;
· quarterly and, where applicable, ad hoc approval of NAVs; and
· approval of share buy-backs and dividends payable to
Shareholders.
Re-election of Directors
Directors' retirement and re-election is subject to the Company's articles of
association and the AIC Code. The AIC Code requires that all Directors should
be subject to an annual re-election.
Independence of Directors
The Board has a Non-executive Chair and two other Non-executive Directors, all
of whom were considered independent since their appointment. All of the
Directors are independent of the Investment Manager.
The AIC Code outlines circumstances that are likely to impair a Director's
independence including whether a Director has served on the Board for more
than nine years from the date of their first appointment. All Directors on the
Board have served for less than nine years. However, the Board is of the view
that a term of service in excess of nine years does not in itself compromise
independence and notes the positive contribution that long service can offer.
The Board regularly reviews the independence of its Directors and is satisfied
that all Directors remain independent, including in character and judgement.
Policy on Tenure of the Chair
The Board considers that the length of time each Director, including the
Chair, serves on the Board should not be limited and has not set a finite
tenure policy. Continuity, self-examination and ability to do the job are the
relevant criteria on which the Board assesses a Director's independence.
Length of service of current Directors and future succession planning will be
reviewed each year as part of the Board evaluation process.
Succession Plan
The Board has aimed to achieve a progressive refreshing of the Board, taking
into account the challenges and opportunities facing the Company, the balance
of skills and expertise, and the need for a diverse pipeline for succession
balanced against the benefit of historical knowledge. The Board has
successfully implemented its succession plan through the appointment of Jamie
Brooke as Chair of the Board since 23 July 2024 and the appointment of Sam
Smith as a Director since 8 February 2024. The Board considers succession
planning annually as part of its evaluation process, and as the Board has been
wholly refreshed over the past three years, there are no immediate succession
plans in operation.
Board Committees
The Board has only one committee, which is the Audit Committee. The Directors
consider that due to the size of the Board, there being no employees or
executive directors, it is not necessary to appoint a separate nomination
committee, management engagement committee or remuneration committee, these
functions being carried out by the full Board The remuneration report is
detailed on pages 51 to 55.
Board Meeting Attendance
The Board has regular meetings on a quarterly basis, with additional meetings
as required from time to time.
During the period the following Board meetings were held and the number
attended by each Director compared with the maximum possible attendance:
Directors Board Audit
Meetings Committee
Jamie Brooke, Chair 4/4 4/4
Julian Bartlett 4/4 4/4
Sam Smith 4/4 4/4
Jane Owen* 1/1 1/1
*Jane Owen stepped down from the Board of the Company effective 23 July 2024.
Performance Evaluation
The Board, led by the Chair, established a formal process for a formal and
rigorous annual evaluation of the performance of the Board, individual
Directors and the Audit Committee. The evaluation considered the composition,
diversity, investment matters, development and how effectively each member
works together to achieve its objectives.
During the period, the Board conducted a performance evaluation by completing
a written questionnaire to appraise and gather useful learnings on the
functioning of the Board, the Audit Committee and individual Directors, and
the Chair.
The Chair, supported by the Company Secretary, acted on the results of the
evaluation. Having conducted its performance evaluation, the Board believes
that it has been effective in carrying out its objectives and that each
individual Director has been effective and demonstrated commitment to the
role.
The Board discussed the key challenges and opportunities that were identified
through the performance evaluation and agreed appropriate development points
on which progress will be assessed in the next financial period.
Challenges 2025 Development Points
While focusing on the Company's growth and maintaining strong cost control, it
is important to ensure that remuneration remains competitive. This will help
us attract and retain highly skilled and experienced directors and avoid The Company Secretary to undertake a fee analysis report which will take into
falling behind our peers. consideration the remuneration of market peers, the Company's remuneration
limits and any future succession planning.
One area for development is the Board's approach to stakeholder engagement.
While the Board effectively addresses queries as they arise, there is an
opportunity to take a more proactive role in engaging with stakeholders. The Board to dedicate time to consider further proactive shareholder
engagement and implement clear parameters on how the engagement is to be
enacted.
Board meetings are generally well managed and adhere to the scheduled
timeframe, however, there are on occasion when the timing feels more limited
to address key issues. Similar to the previous year, a strategy day or discussion will be considered
to allow discussion particular to the Company's purpose and strategy. However,
in addition to this, additional time is to be added to quarterly meetings to
allow for further in-depth consideration on key issues and further
opportunities scheduled between Board meetings to be considered for the Board
to engage.
The progress the Board has made against its 2024 development points is set out
below:
2024 Development points Progress Made
To organise a strategy day in 2025, to dedicate sufficient time to consider A Strategy discussion item was implemented in a board meeting during the
the Company's purpose and strategy and to aid the Board in both short and long period to allow the Board and the Investment Manager to consider topics
term decision-making. relating to the Company's purpose and Strategy. The Board will keep these
sessions under consideration and will schedule more if and when needed.
As two new Directors have joined the Board in the previous year, and Jane The Board has a positive dynamic which enables open and strategic
Owen is due to step down from the Board at the upcoming AGM, the Board are discussions to take place. Directors are readily available and have worked
encouraged to dedicate time to developing the Board relationship to ensure effectively on matters outside of scheduled quarterly meetings. However, it
members are working together effectively both inside and outside of quarterly will be considered going forward to have more opportunities scheduled outside
meetings. of quarterly meetings for the Board to be able to engage.
The new proposed Chair, Jamie Brooke, should meet with the Investment Jamie Brooke has had a smooth transition into his position as Chair of the
Manager and Company Secretary in advance of taking on the role of Chair to Board. Whilst he was able to have contact with the Investment Manager and
discuss ways of working and ensure a sufficient and smooth handover process. Company Secretary prior to stepping into his role as Chairman, he also
continues to have regular contact with these parties.
Corporate Social Responsibility
The Board is committed to integrating ESG matters in the Company's business
operations, including the Company itself and the companies in which it
invests. The Board seeks to avoid investing in companies which do not operate
within ethical, environmental and social legislation. Details on the Company's
responsible investing can be found on pages 35 to 37.
Internal Control and Risk Management
The Board has overall responsibility for establishing procedures to manage
risk, overseeing the internal control framework, determining the nature and
extent of the principal risks the Company is willing to take in order to
achieve its long-term strategic objectives, and identifying emerging risks.
The purpose of an internal control framework is to ensure that proper
accounting records are maintained, the Company's assets are safeguarded, and
the financial information used within the business and for publication is
accurate and reliable; such a system can only provide reasonable and not
absolute assurance against material misstatement or loss. Emerging risks are
regularly monitored, and to the extent possible or practicable, mitigating
actions are implemented.
The Company has put a process in place for identifying, evaluating and
managing the principal and emerging risks it faces, and determining the nature
and extent of the principal risks the Company is willing to take in order to
achieve its long-term strategic objectives. During the year, the Board
satisfied itself that the procedures for identifying the information needed to
monitor the business and manage risk so as to make proper judgements on the
financial position and prospects were robust. The purpose of an internal
control framework is to ensure that proper accounting records are maintained,
the Company's assets are safeguarded, and the financial information used
within the business and for publication is accurate and reliable; such a
system can only provide reasonable and not absolute assurance against material
misstatement or loss. Emerging risks are regularly monitored, and to the
extent possible or practicable, mitigating actions are implemented.
The system of risk management and internal control is designed to manage
rather than eliminate the risk of failure to achieve business objectives. As
part of this process an annual review of the risk management and internal
control systems is carried out. The review covers all material controls
including financial, operational and compliance controls.
The Directors regularly review financial results and investment performance
with the Investment Manager.
The Directors have established an ongoing process designed to meet the
particular needs of the Company in evaluating the significant and emerging
risks to which it is exposed, including, among others, market risk, VCT
qualifying investment risk and operational risks, which are recorded in a risk
register. The controls employed to mitigate these risks are identified and the
residual risks are rated taking into account the impact of the mitigating
factors. The risk register is reviewed bi-annually, along with the risk
appetites. The principal risks and uncertainties including emerging risks
identified from the risk register and a description of the Company's risk
management procedures can be found on pages 16 to 18.
The Directors regularly review the system of internal controls, both financial
and non-financial, operated by the Company and the Investment Manager. The
Investment Manager, supported by the Administrator, is engaged to provide
accounting services and the Company Secretary provides secretarial services
and retains physical custody of the documents of title relating to
investments.
Capital management is monitored and controlled by the Investment Manager. The
capital being managed includes equity and fixed interest VCT-qualifying
investments, cash balances and liquid resources including debtors and
creditors. The Investment Manager's procedures are subject to internal
compliance checks.
The Company's objectives when managing capital are:
· to safeguard its ability to continue as a going concern, so that
it can continue to provide returns to Shareholders and benefits for other
stakeholders;
· to ensure sufficient liquid resources are available to meet the
funding requirements of its investments and to fund new investments where
identified.
Stakeholder Engagement
The Company continuously interacts with a variety of stakeholders important to
its success. This includes regular
engagement with the Company's Shareholders and other stakeholders by the Board
and the Investment Manager. The Directors are responsible for acting in a way
that they consider, in good faith, is the most likely to promote the success
of the Company for the benefit of its members. In doing so, they have regard
for the needs of stakeholders and wider society.
The Company is committed to understanding the views of its stakeholders and
maintaining effective dialogue with its key stakeholders, which include:
Shareholders, investee companies; the Investment Manager; lenders; and the
wider communities in which the Company and its investee companies operate.
Shareholders are encouraged to attend and vote at the Company's Annual General
Meeting, along with any other Shareholder meetings, so they can discuss
governance and strategy and the Board can enhance its understanding of
Shareholder views. The Board will attend the Company's Shareholder meetings to
answer any Shareholder questions and the Chair will make himself available, as
necessary, outside of these meetings to speak to Shareholders.
The Board is committed to providing investors with regular announcements of
significant events affecting the Company and its investee companies.
All investor documentation is available to download from the Company's
website:
https://www.triplepoint.co.uk/current-vcts/triple-point-venture-vct-plc/s2539/.
Stakeholder engagement is set out in the Section 172(1) statement on pages 20
to 21.
The Board has considered the AIC Code recommendations in respect of
arrangements by which staff of the Investment Manager, Company Secretary and
Administrator may, in confidence, raise concerns within their organisations
about possible improprieties in matters of financial reporting or other
matters. It has concluded that adequate arrangements are in place for the
proportionate and independent investigation of such matters and, where
necessary, for appropriate follow-up action to be taken within their
organisations.
Directors' Share Interests
All of the Directors' Share interests are held beneficially and they are
encouraged to own Shares. Details of the Directors' Share interests can be
found in the remuneration report on page 54. The Company has not set out any
formal requirements or guidelines to Directors concerning their ownership of
Shares in the Company.
On behalf of the Board.
Jamie Brooke
Chair
13 June 2025
Audit Committee Report
The following pages set out the Audit Committee's report on how it has
discharged its duties in accordance with the AIC Code and its activities in
respect of the period ended 28 February 2025.
Julian Bartlett chairs the Audit Committee. Jamie Brooke and Sam Smith are
members of the Audit Committee.
The Audit Committee deals with matters relating to audit, financial reporting
and internal control systems. The Audit Committee meets at least twice a year
and as required. The Audit Committee also has direct access to Deloitte LLP,
the Company's external auditor.
The Audit Committee has been in operation throughout the period and operates
within clearly defined terms of reference.
Audit Committee Role and Responsibilities
The Audit Committee has the primary responsibility for reviewing the financial
statements and the accounting principles and practices underlying them,
liaising with the external auditors and reviewing the effectiveness of
internal controls.
It should be noted that although initial responsibility for valuations sits
with the Investment Manager as AIFM, the Audit Committee oversees the
valuation approach and its implementation. The Audit Committee's terms of
reference include the following roles and responsibilities:
· periodically considering the need for an internal audit function;
· monitor the integrity of the financial statements of the Company
and any formal announcements relating to the financial performance and
reviewing significant financial reporting judgements contained in them;
· oversee the relationship with the external auditor including, but
not limited to, assessing annually their independence and objectivity, taking
into account relevant professional and regulatory requirements and the overall
relationship with the auditor, including the provision of any non-audit
services;
· monitoring the extent to which the external auditor is engaged to
supply non-audit services;
· ensuring that the Investment Manager has arrangements in place
for the investigation and follow-up of any concerns raised confidentially by
staff in relation to propriety of financial reporting or other matters;
· keep under review the Company's internal financial controls and
review the adequacy and effectiveness of the Company's internal control and
risk management systems and monitor the proposed implementation of such
controls;
· report to the Board on significant issues relating to the
financial statements and how they were addressed; its assessment of the
effectiveness of the audit process; any key matters raised by the external
auditor; and any other issues on which the Board has requested the Audit
Committee's opinion; and
· report to the Board on how it has discharged its
responsibilities.
The Audit Committee reviews its terms of reference and effectiveness annually
and recommends to the Board any changes required as a result of the review.
The terms of reference are available on request from the Company Secretary.
In respect of the year ended 28 February 2025, the Audit Committee discharged
its responsibilities by:
· undertaking an audit tender process and recommending to the Board
the appointment of Deloitte LLP to replace BDO LLP as the Company's auditor;
· reviewing the external auditor's plan for the audit of the
financial statements, including identification of key risks and confirmation
of auditor independence;
· reviewing the external auditor's audit fees in relation to the
audit of the financial statements;
· monitoring the integrity of the financial statements of the
Company and any formal announcements relating to the Company's financial
performance, and reviewing significant financial reporting judgements
contained in them;
· reviewing the Company's internal financial controls and internal
control and risk management systems operated in relation to the Company's
business and assessing those controls in minimising the impact of key risks;
· reviewing periodic reports on the effectiveness of TPIM's
internal control and risk management procedures;
· reviewing the appropriateness of the Company's accounting
policies;
· providing advice to the Board on whether 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;
· reviewing the Company's annual and half-yearly results prior to
Board approval;
· making recommendations to the Board regarding the reappointment
of the external auditor and approving their remuneration;
· reviewing and monitoring the external auditor's independence and
objectivity;
· reviewing the effectiveness of the external audit process, taking
into consideration relevant UK professional and regulatory requirements;
· reviewing the Company's going concern and viability status; and
· reviewing and discussing the external auditor's findings.
The Committee has considered the whole annual report and financial statements
for the year ended 28 February 2025 and has reported to the Board that it
considers them to be fair, balanced and understandable, providing the
information necessary for shareholders to assess the Company's financial
position, performance, business model and strategy.
The Board considers that the members of the Audit Committee collectively have
the skills and experience required to discharge their duties effectively and
the Audit Committee as a whole has competence relevant to the sector in which
it operates.
Internal controls
The Directors have overall responsibility for keeping under review the
effectiveness of the Company's systems of risk management and internal
controls. The purpose of these controls is to make sure that proper accounting
records are maintained, assets are safeguarded and the financial information
used within the business and for publication is accurate and reliable; such a
system can only provide reasonable and not absolute assurance against material
misstatement or loss.
The systems of risk management and internal control are designed to manage
rather than eliminate the risk of failure to achieve the business objectives.
These internal controls have been in place throughout the period under review
and up to the date of this report. The Board regularly reviews financial
results and investment performance with the Investment Manager. The Investment
Manager identifies the investment opportunities, monitors the portfolio of
investments and manages the assets of the Company on a discretionary basis.
The Investment Manager, supported by the Administrator, is engaged to carry
out the accounting function and retains physical custody of the documents of
title relating to unquoted investments. 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 risk
management and internal control systems.
As well as there being controls operated by the Investment Manager, the
Company's depositary, INDOS Financial Limited, are responsible for cash
monitoring, asset verification and oversight of the Company and the Investment
Manager in performing its function under the AIFMD. The Depositary reports its
findings on a quarterly basis to the Board on its monitoring and verification
of all new acquisitions, share issues, loan facilities, shareholder
distributions and other key events. In addition, on an ongoing basis, the
Depositary tests the quarterly management accounts, bank reconciliations and
performs a quarterly review of the Group when discharging its duties.
The Board does not consider it appropriate to have an internal audit function
due to the size and nature of the Company's transactions. The risk management
and internal control systems include the production and review of bank
payments and management accounts. All outflows made from the Company's
accounts require the authority of two approved signatories from the Investment
Manager.
Financial Reporting
The primary role of the Audit Committee in relation to financial reporting is
to review with the Investment Manager and Administrator and the Auditor, the
appropriateness of the annual report and financial statements, concentrating
on, amongst other matters:
· compliance with financial reporting standards and relevant
financial and governance reporting requirements;
· amendments to legislation and corporate governance reporting
requirements;
· the impact of any new and proposed amendments to accounting
standards which affect the Company;
· material areas in which significant judgements have been applied;
· whether the Audit Committee believes that proper and appropriate
processes and procedures have been followed in the preparation of the annual
report; and
· considering and recommending the contents of the annual report
and financial statements for approval.
Significant Issues Raised by the Audit Committee
The Audit Committee is responsible for considering and reporting on any
significant issues that arise in relation to the Financial Statements and how
they have been addressed.
The following key issues were discussed:
· compliance with HM Revenue & Customs conditions for
maintenance of approved Venture Capital Trust status;
· valuation and existence of unquoted investments; and
· management override of financial controls.
Compliance with HMRC Conditions
The Investment Manager provides the Board with regular qualifying investment
updates. This report shows the current qualifying percentage position of the
Company and highlights any actions which may be required to maintain this
position in the future. The Board also assesses the future qualifying position
of the Company with assumptions on divestment of assets. The qualifying
position of the Company is a recurring agenda item at Board meetings.
The Company also has in place an engagement with Philip Hare and Associates
LLP. The Board seeks their opinion before undertaking any material transaction
which may affect the qualifying status of the Company. The Investment Manager
also seeks the opinion of Shoosmiths LLP when making any new Investments.
Valuation and Future Cash Flow Projections
The Company's unquoted Investment portfolio is valued in line with the
International Private Equity and Venture Capital Valuation (IPEV) guidelines.
The Company's accounting policy is to classify investments at fair value
through profit or loss. Therefore, the most significant risk in the financial
statements is whether its investments are fairly valued. Being unquoted, there
is uncertainty and estimation involved in determining the investment
valuations.
There is also an inherent risk of management override as the Investment
Manager's fee is calculated based on NAV as disclosed in note 6 to the
financial statements. The Investment Manager is responsible for calculating
the NAV, prior to approval by the Triple Point Valuation Committee, before
being submitted to the Board for approval.
On a quarterly basis, the Investment Manager provides a detailed analysis of
the NAV highlighting any movements and assumption changes from the previous
quarter's NAV, including assessing any impact of macroeconomic developments.
This analysis and the rationale for any changes made is considered and
challenged and ultimately approved by the Board.
Management override of Controls
The Committee reviews all significant accounting estimates that form part of
the financial statements and considers any material judgements applied by
management during the completion of the financial statements.
These issues were discussed with the Investment Manager and the auditor at the
conclusion of the audit of the financial statements.
Going concern and viability statement
The Board is required to consider and report on the longer-term viability of
the business as well as assess the appropriateness of applying the going
concern assumption.
The Audit Committee has taken account of the solvency and liquidity position
of the Company shown in the financial statements and the information provided
by the Investment Manager on the forecast cashflows for the Company and
expected pipeline. The Audit Committee considers that it is appropriate to
adopt the going concern basis of preparation of the financial statements.
External Audit
It is the Audit Committee's responsibility to monitor the performance,
objectivity and independence of the external auditors and this is assessed by
the Audit Committee each year. In evaluating the external auditor's
performance, the Audit Committee examines effectiveness of the audit process,
independence and objectivity of the auditor, taking into consideration the
length of tenure of the external auditors, any non-audit services undertaken
during the year and relevant UK professional and regulatory requirements, and
the quality of delivery of its services.
During the year, the Company undertook a comprehensive audit tender process
and as a result Deloitte LLP were appointed as auditor of the Company on 14
November 2024 in respect to the financial year ended 28 February 2025. BDO
LLP, the previous auditor attended one of the four formal Audit Committee
meetings held during the year. Matters typically discussed include the
Auditor's assessment of the transparency and openness of the Investment
Manager, confirmation that there was no restriction in scope placed on them,
the independence of the auditors and how they have exercised professional
scepticism. Deloitte LLP, the Company's current Auditor has attended one
formal meeting during the period where their audit plan for the financial year
ended 28 February 2025 was presented to the Committee.
When considering whether to recommend the reappointment of the external
auditor, the Audit Committee takes into account their current fee compared to
the external audit fees paid by other similar companies. The quality and
competence of the external auditor is also taken into consideration. The Audit
Committee will then recommend to the Board the appointment of an external
auditor which is approved by Shareholders at the Annual General Meeting.
The independence and effectiveness of the external auditor is assessed at the
Audit Committee meetings where the auditors present their audit findings. The
quality and content of the audit scoping and findings reports provided to the
Audit Committee by the external auditor, and the discussions held, are
assessed together with responses to questions and challenge.
Non-Audit Services
The Audit Committee safeguards the objectivity and independence of the auditor
by reviewing the nature and extent of any non-audit services to be supplied by
the external auditor to the Company. There were no non-audit services provided
by either BDO LLP or Deloitte LLP during the year.
Audit Fee
The audit fee for the year was £83,750 net of VAT (2024: £74,890). Deloitte
LLP replaced BDO LLP as the Company's Auditor and Deloitte LLP have undertaken
the audit for the financial year ended 28 February 2025. The Committee
considered the fees and work involved to successfully complete the audit
process and will continue to ensure that the cost for services provided
remains appropriate and in the best interests of Shareholders.
Independence
The Audit Committee is required to consider the independence of the external
auditor. In fulfilling this requirement, the Audit Committee has considered
the Audit Plan from Deloitte LLP which describes their arrangements to
identify, report and manage their independence.
Audit Committee Meeting Attendance
During the period, the following Audit Committee meetings were held, and the
number attended by each Director compared with the maximum possible
attendance:
Directors Audit Committee
Meetings
Julian Bartlett 4/4
Jamie Brooke 4/4
Sam Smith 4/4
Jane Owen* 1/1
*Jane Owen stepped down from the Board of the Company effective 23 July 2024.
The Audit Committee oversees the Investment Manager's assessment of valuation
of the unquoted investments and the existence of those investments and
considers and challenges the information provided by the Investment Manager.
The Investment Manager will usually have either Director or Board Observer
rights to attend portfolio companies' Board meetings, will always have
information rights when investments are first made and will maintain contact
with the senior executives of investees, and has oversight of all the
investments made. The Audit Committee has reviewed the valuations and
discussed them with both the Investment Manager and the external auditor to
confirm their assessment of the valuation of the unquoted investments and the
existence of those investments.
The Investment Manager has confirmed to the Audit Committee that the
conditions for maintaining the Company's status as an approved Venture Capital
Trust has been complied with throughout the year. The position has been
reviewed by Philip Hare & Associates LLP in its capacity as adviser to the
Company on taxation matters.
The Audit Committee has considered the whole Annual Report and Audited
Financial Statements for the year ended 28 February 2025 and has reported to
the Board that it considers them to be fair, balanced and understandable
providing the information necessary for Shareholders to assess the Company's
position, performance, business model and strategy.
On behalf of the Board.
Julian Bartlett
Audit Committee Chair
13 June 2025
Directors' Remuneration Report
Statement of the Chair
I am pleased to present the Remuneration Report on behalf of the Board for the
year ended 28 February 2025.
This report is submitted in accordance with schedule 8 of the Large and Medium
Sized Companies and Groups (Accounts and Reports) (amendment) Regulations 2013
and The Companies (Miscellaneous Reporting) Regulations 2018, in respect of
the year ended 28 February 2025. This report also meets the Financial Conduct
Authority's Listing Rules and describes how the Board has applied the
principles and provisions relating to Directors' remuneration set out in the
AIC Code. The reporting requirements require two sections to be included:
· Directors' Remuneration Policy - This sets out our Remuneration
Policy for Directors of the Company that has been in place since 19 July 2023
following approval by Shareholders.
· Annual Remuneration Report - This sets out how our Directors were
paid for the period ended 28 February 2025. There will be an advisory
Shareholder vote on this section of the report at our 2025 AGM.
We value engagement with our Shareholders and for the constructive feedback we
receive and look forward to your support at the forthcoming AGM.
Jamie Brooke
Chair
13 June 2025
Directors' Remuneration Policy
Remuneration Policy Overview
The Board currently comprises three Directors, all of whom are Non-Executive.
The Board's policy is that the remuneration of Non-Executive Directors should
reflect the experience of the Board as a whole, be fair and be comparable with
that of other relevant Venture Capital Trusts that are similar in size and
have similar investment objectives and structures. Furthermore, the level of
remuneration should be sufficient to attract and retain the Directors needed
to oversee the Company properly and to reflect the specific circumstances of
the Company, the duties and responsibilities of the Directors and the value
and amount of time committed to the Company's affairs. The articles of
association provide that the Directors shall be paid in aggregate a sum not
exceeding £100,000 per annum. None of the Directors are eligible for bonuses,
pension benefits, Share options, long-term incentive schemes or other benefits
in respect of their services as Non-Executive Directors of the Company. There
are no planned changes to the Remuneration Policy last approved by
Shareholders at the 2023 AGM.
Consideration of Remuneration
The Board does not have a separate Remuneration Committee, as the Company has
no employees or executive directors. The Board has not retained external
advisers in relation to remuneration matters but has access to information
about Directors' fees paid by other companies of a similar size and type. As
such, the Board as a whole will consider the remuneration of the Directors,
however no director is involved in determining their own remuneration. The
Board will review the remuneration of the Directors in line with the VCT
industry on an annual basis, if thought appropriate. Otherwise, only a change
in responsibilities is likely to incur a change in remuneration of any one
Director or the remuneration policy itself.
Directors' Service Contracts
The Directors are engaged under letters of appointment and do not have service
contracts with the Company.
Directors' Term of Office
The Directors' letters of appointment provide for three months written notice
to be given by either party. Each Director will be subject to annual
re-election by Shareholders at the Company's Annual General Meeting in each
financial year.
Policy on Payment for Loss of Office
A Director who ceases to hold office is not entitled to receive any payment
other than accrued fees (if any) for past services.
Consideration of Shareholder Views
The Company is committed to ongoing Shareholder dialogue and takes an active
interest in voting outcomes. Where there are substantial votes against
resolutions in relation to Directors' remuneration, the Company will seek the
reasons for any such vote and will detail any resulting actions in the
Directors' Remuneration Report. No views which are relevant to the formulation
of the Directors' remuneration policy have been expressed to the Company by
Shareholders, whether at a general meeting or otherwise.
Future Policy Table
The Directors are entitled only to the fees as set out in the table below. No
element of Directors' remuneration is subject to performance factors. There
are no other fees payable to the Directors for additional services outside of
their contracts.
Component How it Operates Maximum Fee Link to Strategy Provisions to Recover or Withhold Sums
Annual Fee Each Director receives a basic fee which is paid on a quarterly basis. The total aggregate fees that can be paid to the Directors is calculated in The level of the annual fee has been set to attract and retain high calibre There are no provisions to recover or withhold sums.
accordance with the articles of association. Directors with the skills and experience necessary for the role. The fee has
been benchmarked against companies of a similar size.
Other benefits The Directors shall be entitled to be repaid expenses. Article 89 of the Company's Articles of Association permits for any director In line with market practice, the Company will reimburse the Directors for
to be repaid reasonable expenses incurred in attending or returning from expenses to ensure that they are able to carry out their duties effectively.
meetings of the Board, committees of the Board or Shareholder meetings or
otherwise in connection with the performance of their duties as Directors of
the Company.
Annual Remuneration Report
Directors' Fees (audited information)
Details of each Director's contract is shown below. The Audit Committee Chair
is entitled to an additional £2,000 and the Chair is paid an additional
£5,000 to reflect the additional responsibilities of their role.
Date of Contract Unexpired term of contract Annual rate of Directors' fees* Policy on payment for loss of office
£
Jamie Brooke, Chair 08-Jun-23 none 25,000 none
Julian Bartlett 08-Feb-22 none 22,000 none
Sam Smith 08-Feb-24 none 20,000 none
Single Total Figure (audited information)
The fees paid to Directors in respect of the year ended 28 February 2025 and
the prior year are shown below:
Emoluments for the year ended 29 February 2024 % Change from 2023-2024 Emoluments for the Year ended 28 February 2023 % Change from 2022-2023 Emoluments for the Year ended 28 February 2022 % Change from 2021-2022 Emoluments for the Year ended 28 February 2021
Emoluments for the year ended 28 February 2025 % Change from 2024-2025
£ % £ % £ £ £
Jamie Brooke, Chair* 23,058 56 14,762 n/a - n/a - n/a -
Julian Bartlett, Chair 22,000 - 22,000 8 20,300 1,856 1,038 n/a -
Sam Smith* 20,000 1,487 1,260 n/a - n/a - n/a -
Jane Owen** 9,808 (61) 25,000 4 24,000 7 22,500 - 22,500
Chad Murrin*** - n/a 7,778 (59) 19,000 6 18,000 - 18,000
Tim Clarke*** - n/a - n/a 6,600 (63) 18,000 - 18,000
74,866 70,800 69,900 59,538 58,500
Employer's NI contributions 1,146 754 250 - 435
Total emoluments 76,012 71,554 70,150 59,538 58,935
None of the Directors are eligible for bonuses, pension benefits, share
options, long-term incentive schemes or other benefits in respect of their
services as Non-Executive Directors of the Company.
*Jamie Brooke and Sam Smith were appointed as Non-Executive Directors
effective 8 June 2023 and 8 February 2024, respectively.
**Jane Owen stepped down as a Non-Executive Director and Chair of the Board of
the Company on 23 July 2024.
*** Chad Murrin and Tim Clarke stepped down from their positions as
Non-Executive Directors on 19 July 2023 and 14 July 2022, respectively.
Information required on executive Directors, including the Chief Executive
Officer and employees has been omitted because the Company has neither and
therefore it is not relevant.
Directors' emoluments compared to payments to Shareholders:
Unaudited 28 February 2025 29 February 2024
£'000
Total Dividends paid/payable 2,825 1,075
Total Directors' emoluments 75 72
Directors' Share Interests (audited information)
At 28 February 2025, Jamie Brooke held nil Venture Shares (2024: nil), Julian
Bartlett held 56,861 Venture Shares (2024: 56,861 Venture Shares), and Sam
Smith held nil Venture Shares as at 28 February 2025 (2024: nil).
No other connected parties to the Directors held any Shares at 28 February
2025 (2024: nil). Any Shares owned by the Directors were purchased at the same
price offered to investors. There are no requirements or restrictions on
Directors holding Shares in the Company.
Company Performance
The following performance charts compare the Total Return of the Venture Share
Class over the period from 1 March 2019 to 28 February 2025 with the Total
Return from notional investments in the FTSE All-Share index and FTSE
Small-Cap index over the same period. The indices chosen are considered to be
the most appropriate broad equity markets for comparative purposes.
Investors should be reminded that Shares in Venture Capital Trusts generally
trade at a discount to the NAV of the Company.
The Total Return does not include the initial 30% tax relief available to
investors.
These charts have been prepared in accordance with Part 3 to Schedule 8 of the
Companies Act 2006. The Company measures its performance against its key
performance indicators as detailed in the Strategic Report.
As highlighted above, the charts do not take into account the tax benefit of
investing in a VCT.
Statement of Voting at the Annual General Meeting
The resolution to approve the Directors' Remuneration Report was passed at the
Annual General Meeting on 23 July 2024 and the Directors' Remuneration Policy
was passed at the Annual General Meeting on 19 July 2023. Details of the proxy
votes in respect of the resolutions are as set out below:
Voting for Voting Against Vote Withheld
Remuneration Report 98.01% 1.99% 0.03%
Remuneration Policy 97.51% 2.49% 0.03%
During the year, the Company did not receive any communications from
Shareholders specifically regarding Directors' pay.
On behalf of the Board.
Jamie Brooke
Chair
13 June 2025
Directors' Report
The Directors are pleased to present the Directors' Report for the year ended
28 February 2025.
Directors
The Directors of the Company during the year were Jamie Brooke, Julian
Bartlett and Sam Smith, and Jane Owen who stepped down as Non-Executive
Director on 23 July 2024.
Principal Activity and Status
The principal activity of the Company is that of a Venture Capital Trust
("VCT") and its main activity is venture capital investment and management.
The Company has been approved as a VCT by HMRC, in accordance with Section 274
of the Income Tax Act 2007 and, in the opinion of the Directors, has conducted
its affairs so as to enable it to continue to obtain such approval. In order
to maintain its status under VCT legislation, a VCT must comply on a
continuing basis with the provisions of Section 274 and further details can be
found on page 58.
The Company is registered in England as a Public Limited Company (Registration
number 07324448) and its Shares are listed on the main market of the London
Stock Exchange.
The Company was not at any time up to the date of this report a close company
within the meaning of S439 of the Corporation Tax Act 2010.
Post Balance Sheet Events
Details of post balance sheet events can be seen in note 25 to the Financial
Statements.
Directors' indemnity
The Company has indemnified Directors against certain liabilities within its
Articles of Association which may be incurred in the execution of their
office. This indemnity remains in force as at the date of this report and will
also indemnify any new directors that join the Board. The Company has, as
permitted by Section 233 of the Companies Act 2006, maintained insurance cover
on behalf of the Directors and Company Secretary, indemnifying them against
certain liabilities which may be incurred by them in relation to the execution
of their duties.
Research and Development
No expenditure on research and development was made during the year (2024:
Nil).
Management arrangements
TPIM acts as Investment Manager to the Company and has done since
incorporation, and as AIFM to the Company effective 12 September 2023.
To align its interests with Shareholders, TPIM earns a performance fee for the
Venture Share Class if the total return (Net Asset Value plus distributions
made) to holders of the Venture Shares exceeds their net initial subscription
price by an annual threshold of 3% per annum, calculated on a compound basis.
To the extent that the total return exceeds the threshold over the relevant
period then a performance incentive fee of 20% of the excess is payable to
TPIM. The other principal terms of the Company's management agreement with
TPIM are set out in note 6 to the Financial Statements.
The Board has evaluated the performance of the Investment Manager and reviewed
the management contract. As required by the Listing Rules, the Directors
confirm that in their opinion the continuing appointment of TPIM as Investment
Manager on the terms agreed is in the best interests of the Shareholders as a
whole. In reaching this conclusion the Directors have taken into account the
performance of the Company, and the service provided by TPIM to the Company.
Substantial Shareholdings
As at the date of this report no disclosures of major shareholdings had been
made to the Company under Disclosure and Transparency rule 5 (Vote Holder and
Issuer Notification Rules).
Share Price Discount Policy
The Company has a share buy-back facility, allowing the buyback of Shares at
no more than a 5% discount to the prevailing NAV, subject to the Directors'
discretion, and within limits approved by Shareholders at the AGM.
Shareholders should note that if they sell their Shares within five years of
subscription, they forfeit any tax relief obtained. If you are considering
selling your Shares, please contact the Investment Manager on 020 7201 8989.
Purchase of Own Shares
During the year, the Company purchased for cancellation 507,818 Venture
Shares.
The Directors may exercise on behalf of the Company its powers to purchase its
own Shares to the extent permitted by Shareholders and the articles of
association.
Streamlined Energy and Carbon Reporting
The Company has outsourced operations to third parties and has no significant
greenhouse gas emissions from its direct operations and so qualifies as a low
energy user at under 40,000kWh and is therefore exempt from disclosures on
greenhouse gas emissions and energy consumption.
During the year under review, the Company had investments in renewable energy,
through its investment in a hydroelectric company.
Share Capital
As at 28 February 2025 the Company's issued Share capital amounted to
87,542,533, Venture Shares of 1p each. As at that date none of the issued
Shares were held by the Company as treasury shares.
As at 13 June 2025 the Company's issued Share capital amounted to 96,038,006
Venture Shares of 1p each. As at that date none of the issued Shares were held
by the Company as treasury shares.
There are no restrictions on the transfer of securities in the Company other
than the Company's Share Dealing Code and other certain restrictions which may
be impaired by law, for example, the Market Abuse Regulation.
The Company is not aware of any agreements between holders of securities that
may result in restrictions on transferring securities in the Company. There
are no securities of the Company carrying special rights with regards to the
control of the Company in issue.
Annual General Meeting
The 2025 annual general meeting will be held on 22 July 2025.
Amendment of Articles of Association
The Company's articles of association may be amended by the members of the
Company by special resolution (requiring a majority of at least 75% of the
persons voting on the relevant resolution).
Appointment and Replacement of Directors
A person may be appointed as a Director of the Company by the Shareholders in
general meeting by ordinary resolution (requiring a simple majority of the
persons voting on the relevant resolution) or by the Directors. No person,
other than a Director retiring by rotation or otherwise, shall be appointed or
re-appointed a Director at any general meeting unless he is recommended by the
Directors or, not less than seven nor more than 42 clear days before the date
appointed for the meeting, notice is given to the Company of the intention to
propose that person for appointment or re-appointment in the form and manner
set out in the Company's articles of association.
Each Director who is appointed by the Directors (and who has not been elected
as a Director of the Company by the members at a general meeting held in the
interval since his appointment as a Director of the Company) is to be subject
to election as a Director of the Company by the members at the first Annual
General Meeting of the Company following his or her appointment. Thereafter
all Directors are subject to re-election at each Annual General Meeting of the
Company.
A person also ceases to be a Director if he or she resigns in writing, ceases
to be a Director by virtue of any provision of the Companies Act 2006, becomes
prohibited by law from being a Director, becomes bankrupt or is the subject of
a relevant insolvency procedure, or becomes of unsound mind, or if the Board
so decides following at least six months' absence without leave or if he or
she becomes subject to relevant procedures under the mental health laws, as
set out in the Company's articles of association.
Powers of the Directors
Subject to the provisions of the Companies Act, the memorandum and articles of
association of the Company and any directions given by Shareholders by special
resolution, the articles of association specify that the business of the
Company is to be managed by the Directors, who may exercise all the powers of
the Company, whether relating to the management of the business or not.
Conflicts of Interests
The Directors review the disclosure of conflicts of interest quarterly, with
changes reviewed and noted at the beginning of each Board meeting. A Director
who has a potential conflict of interest has the interest authorised and
acknowledged by the Board. Procedures to disclose and authorise conflicts have
been adhered to throughout the year.
Directors' Responsibilities
The Directors confirm that:
· so far as each of the Directors is aware there is no relevant
audit information of which the Company's auditor is unaware; and
§ the Directors have taken all steps that they ought to have taken as
Directors in order to make themselves aware of any relevant audit information
and to establish that the auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the
provisions of s418 of the Companies Act 2006.
Auditor
Deloitte LLP is the appointed auditor of the Company and offer themselves for
reappointment. In accordance with section 489 (4) of the Companies Act 2006, a
resolution to reappoint Deloitte LLP as auditor and to authorise the Directors
to fix their remuneration will be proposed at the forthcoming Annual General
Meeting.
Going Concern
After making the necessary enquiries, the Directors confirm that they are
satisfied that the Company has adequate resources to continue in business for
at least the next 12 months from the date of approval of these financial
statements. The Board receives regular reports from the Investment Manager,
and the Directors believe that, as no material uncertainties leading to
significant doubt about going concern have been identified, it is appropriate
to continue to apply the going concern basis in preparing the Financial
Statements. Further information on the Going Concern of the Company can be
found in the Strategic report on pages 5 to 37 and note 2 to the financial
statements on page 76.
Annual Report
The Board is of the opinion that the Annual Report, taken as a whole, is fair,
balanced and understandable and provides the information necessary for
Shareholders to assess the position, performance, strategy and business model
of the Company.
The Board recommends that the Annual Report, the Report of the Directors and
the Independent Auditor's Report for the year ended 28 February 2025 are
received and adopted by the Shareholders. A resolution concerning this will be
proposed at the forthcoming Annual General Meeting.
VCT Regulation
The Investment Policy is designed to ensure that the Company continues to
qualify and is approved as a VCT by HMRC. In order to maintain its status
under Venture Capital Trust legislation, a VCT must comply on a continuing
basis with the provisions of section 274 of the Income Tax Act 2007 as
follows:
(1) the Company's income must be derived wholly or mainly from shares
and securities;
(2) at least 80% of the HMRC value of its investments must have been
represented throughout the year by shares or securities that are classified as
"qualifying holdings";
(3) at least 70% by HMRC value of its total qualifying holdings must
have been represented throughout the year by holdings of "eligible shares";
(4) at least 30% of funds raised in each accounting period must be
invested in qualifying holdings by the anniversary of the end of the
accounting period in which funds were raised;
(5) at the time of investment, or addition to an investment, the
Company's holdings in any one company must not have exceeded 15% by HMRC value
of its investments;
(6) the Company must not have retained greater than 15% of its income
earned in the year from shares and securities;
(7) the Company's shares throughout the year must have been listed on
a regulated European market;
(8) an investment in any company must not cause that company to
receive more than £5 million in State aid risk finance in the 12 months up to
date of the investment, nor more than £12 million in total (the limits are
£10 million and £20 million respectively for a "knowledge intensive"
company);
(9) the Company must not invest in a company whose trade is more than
seven years old (ten years for a "knowledge intensive" company) unless the
company previously received State and risk finance in its first seven years,
or the company is entering a new market and a turnover test is satisfied;
(10) the Company's investment in a company must not be used to acquire
another business, or shares in another company; and
(11) the Company may only make qualifying investments or certain
non-qualifying investments permitted by section 274 of the Income Tax Act
2007.
Environment
The management and administration of the Company is undertaken by the
Investment Manager. TPIM recognises the importance of its environmental
responsibilities, monitors its impact on the environment, and designs and
implements policies to reduce any damage that might be caused by its
activities. Initiatives designed to minimise the Company's impact on the
environment include recycling and reducing energy consumption.
Anti-bribery Policy
The Company will not tolerate bribery under any circumstances in any
transaction in which the Company is involved.
TPIM reviews the anti-bribery policies and procedures of all portfolio
companies.
Environmental, Social, Employee and Human Rights Issues
As the Company has no employees, it does not maintain specific policies in
relation to these matters. Due to the nature of the Company's activities,
there being no employees and only three Non-Executive Directors, there are no
Human Rights issues to report. Its investment in a company engaged in energy
generation from renewable sources contributed to a reduction in carbon
emissions.
Diversity
The Board of Directors comprises one female and two male Directors.
The Company does not have any employees or office space. As such the Company
does not operate a diversity policy with regards to any administrative,
management and supervisory functions.
Employees
The Company has no employees and accordingly has no requirement to separately
report on this area.
The Investment Manager is an equal opportunities employer who respects and
seeks to empower each individual and the diverse cultures, perspectives,
skills and experiences within its workforce. The Investment Manager places
great importance on company culture and the wellbeing of its employees and
considers various initiatives and events to support a positive work
environment.
Investment and Co-Investment
The Company may co-invest with other funds managed by TPIM.
Matters Covered in the Strategic Report
The information that fulfils the reporting requirements relating to the
following matters can be found on the pages identified.
Matter Page Reference
Future Developments 5 to 9
Financial risk management objectives 17
Information on exposure to price risk, liquidity risk and cashflow risk 16 to 18
Dividend
The Company customarily declares interim dividends during the year rather than
a final dividend. Accordingly, there will be no final dividend proposed.
UK Listing Rule ('UKLR') 6.6.4
There is a requirement under UKLR 6.6.4 to disclose information specified in
UKLR 6.6.1R in a single identifiable section of the Annual Report or it be
cross referenced within a table to identify where the information is set out.
As such, It can be confirmed that no disclosures are required in relation to
UKLR 6.6.1R.
Jamie Brooke
Chair
13 June 2025
Information Disclosures under the AIFM Directive
The Company AIFM, Triple Point Investment Management LLP, is authorised by the
FCA under the AIFM directive. The Company is an Alternative Investment Fund
("AIF") managed by the AIFM.
The Triple Point Group has an established Remuneration Policy which applies to
all staff of Triple Point Investment Management LLP (the AIFM of the
Company). The purpose of this policy is to ensure that the remuneration of its
staff complies with various rules and regulations in place, including the
AIFMD Remuneration Code (which can be located in SYSC 19B) (the "Code"), is
consistent with and promotes sound and effective risk management and does not
encourage risk-taking which is inconsistent with the risk profiles, rules or
instruments of incorporation of the AIFM and the AIFs it manages.
Employee remuneration disclosure
The table below provides an overview of the following for all staff that carry
out activities for or on behalf of the Company:
· The total amount of remuneration for the financial year, split
into fixed and variable remuneration, including the number of staff.
· The aggregate amount of remuneration for, and the number of Code
Staff.
The AIFM has calculated the proportionate amount of relevant staff's
remuneration who carry out activities for the AIF.
Total Remuneration Headcount Remuneration (£)
Fixed remuneration 31 1,019,446
Variable remuneration 26 448,102
Code Staff Remuneration Headcount Remuneration (£)
Fixed remuneration 6 240,027
Variable remuneration 4 300,655
Directors' Responsibility Statement
The Directors are responsible for preparing the Annual Report and the
financial statements in accordance with UK adopted international accounting
standards and applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors are required to prepare the
Company financial statements in accordance with UK adopted international
accounting standards. Under company law the Directors must not approve the
financial statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of the profit or loss for the
Company for that period.
In preparing these financial statements, the Directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and accounting estimates that are reasonable and
prudent;
§ state whether they have been prepared in accordance with UK adopted
international accounting standards, subject to any material departures
disclosed and explained in the financial statements;
· prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will continue in
business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the company's transactions and disclose with
reasonable accuracy at any time the financial position of the company and
enable them to ensure that the financial statements comply with the Companies
Act 2006.
They are also responsible for safeguarding the assets of the company and hence
for taking reasonable steps for the prevention and detection of fraud and
other irregularities. The Directors are responsible for ensuring that the
Annual Report and accounts, taken as a whole, are fair, balanced, and
understandable and provides the information necessary for Shareholders to
assess the Company's performance, business model and strategy.
The Directors are responsible for ensuring the Annual Report and the financial
statements are made available on a website. Financial statements are published
on the Company's website in accordance with legislation in the United Kingdom
governing the preparation and dissemination of financial statements, which may
vary from legislation in other jurisdictions. The maintenance and integrity of
the Company's website is the responsibility of the Directors. The Directors'
responsibility also extends to the ongoing integrity of the financial
statements contained therein.
The Directors have delegated the hosting and maintenance of the Company's
website content to the Investment Manager and its materials are published on
the Triple Point website www.triplepoint.co.uk (http://www.triplepoint.co.uk/)
.
Directors' responsibilities pursuant to DTR4
The Directors confirm to the best of their knowledge:
§ the financial statements have been prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company; and
· the Annual Report includes a fair review of the development and
performance of the business and the financial position of the Company,
together with a description of the principal risks and uncertainties that they
face.
On behalf of the Board.
Jamie Brooke
Chair
13 June 2025
Statement of Comprehensive Income
For the year ended 28 February 2025
28 February 2025 29 February 2024
Note Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investment income 5 1,096 - 1,096 682 - 682
Gains on investments - 1,799 1,799 - 261 261
Investment return 1,096 1,799 2,895 682 261 943
Investment management fees 6 139 1,250 1,389 102 922 1,024
Other expenses 7 757 113 870 704 - 704
896 1,363 2,259 806 922 1,728
Profit/(loss) before taxation 200 436 636 (124) (661) (785)
Taxation 10 - - - - - -
Profit/(loss) after taxation 200 436 636 (124) (661) (785)
Other comprehensive income - - - - - -
Total comprehensive income/(loss) 200 436 636 (124) (661) (785)
Basic & diluted earnings/(loss) per Share
Venture Shares 11 0.27p 0.59p 0.86p (0.23p) (1.23p) (1.46p)
The total column of this statement is the Statement of Comprehensive Income of
the Company prepared in accordance with UK-adopted International Accounting
Standards (IAS). The supplementary revenue return and capital columns have
been prepared in accordance with the Association of Investment Companies
Statement of Recommended Practice ("AIC SORP" updated July 2022) in so far as
it does not conflict with IAS.
All revenue and capital items in the above statement derive from continuing
operations.
The Company has only one class of business and derives its income from
investments made in shares and securities as well as Money Market funds.
The accompanying notes on pages 76 to 92 form an integral part of these
statements.
Statement of Financial Position
At 28 February 2025
Company No: 07324448
28 February 2025 29 February 2024
Note £'000 £'000
Non-current assets
Financial assets at fair value through profit or loss 12 52,311 43,824
Current assets
Receivables 14 2,379 356
Deferred proceeds 844 300
Cash and cash equivalents 15 28,601 18,199
31,824 18,855
Total assets 84,135 62,679
Current liabilities
Payables and accrued expenses 16 588 483
Current taxation payable - -
588 483
Net assets 83,547 62,196
Equity attributable to equity holders
Share capital 17 875 632
Share premium 47,472 23,714
Share redemption reserve 180 174
Special distributable reserve 33,126 36,418
Capital reserve 3,555 3,119
Revenue reserve (1,661) (1,861)
Total equity 83,547 62,196
Shareholders' funds
Net asset value per Venture Share 20 95.44p 98.55p
The statements were approved by the Directors and authorised for issue on
xxxxxxx and are signed on their behalf by:
Jamie Brooke
Chair
xx June 2025
The accompanying notes on pages 76 to 92 form an integral part of these
statements.
Statement of Changes in Shareholders' Equity
For the year ended 28 February 2025
Issued Capital Share Premium Share Redemption Reserve Special Distributable Reserve Capital Reserve Revenue Reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Year ended 28 February 2025
Opening balance 632 23,714 174 36,418 3,119 (1,861) 62,196
Issue of Shares via:
Share allotments 244 23,863 - - - - 24,107
Dividend reinvestment scheme 5 480 - - - - 485
Cost of issue of Shares - (585) - - - - (585)
Share buybacks (6) - 6 (467) - - (467)
Dividends paid/payable - - - (2,825) - - (2,825)
Transactions with owners 243 23,758 6 (3,292) - - 20,715
Profit before taxation - - - - 436 200 636
Taxation - - - - - - -
Profit after taxation - - - - 436 200 636
Other comprehensive income - - - - - - -
Total comprehensive income for the period - - - - 436 200 636
Balance at 28 February 2025 875 47,472 180 33,126 3,555 (1,661) 83,547
The Capital Reserve consists of:
Investment holding gains 7,732
Realised losses* (4,177)
3,555
Issued Capital Share Premium Share Redemption Reserve Special Distributable Reserve Capital Reserve Revenue Reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Year ended 29 February 2024
Opening balance 593 3,497 9 37,675 3,780 (1,737) 43,817
Issue of Shares via:
Share allotments 202 20,513 - - - - 20,715
Dividend reinvestment scheme 2 197 - - - - 199
Cost of issue of Shares - (493) - - - - (493)
Share buybacks - - - (17) - - (17)
Cancellation of Shares (165) - 165 (165) - - (165)
Dividends paid/payable - - - (1,075) - - (1,075)
Transactions with owners 39 20,217 165 (1,257) - - 19,164
Loss before taxation - - - - (661) (124) (785)
Taxation - - - - - - -
Loss after taxation - - - - (661) (124) (785)
Other comprehensive income - - - - - - -
Total comprehensive loss for the period - - - - (661) (124) (785)
Balance at 29 February 2024 632 23,714 174 36,418 3,119 (1,861) 62,196
The Capital Reserve consists of:
Investment holding gains 5,514
Realised losses* (2,395)
3,119
* Contained within realised losses are the following that occurred during the
year ended 28 February 2025: £342k loss on disposal of Payaable; £708k loss
on disposal of Tickitto; £171k gain relating to a reduction in the loss
recognised on the disposal of Localz in the prior year; and £460k gain
resulting from acquisition of Vyne Technologies by Tarabut Gateway.
The capital reserve represents the proportion of Investment Management fees
charged against capital and realised/unrealised gains or losses on the
disposal/revaluation of investments. The unrealised element of the capital
reserve is not distributable. The special distributable reserve was created on
court cancellation of the Share premium account. The revenue reserve, realised
capital reserve and special distributable reserve are distributable by way of
dividend.
At 28 February 2025 the total reserves available for distribution under the
Companies Act are £27.3 million (2024: £32.2 million). This consists of the
special distributable reserve less the realised capital loss and less the
cumulative loss on the revenue reserve.
The Special Distributable Reserve was created following the cancellation of
the Share Premium Account. The VCT Regulations restrict the distribution of
this Special Distributable Reserve until a date at least three years after the
year end in which the funds were originally raised. On 28 February 2025 £7.0
million (2024: £2.3 million) of the Special Distributable Reserve was
available for distribution.
Statement of Cash Flows
For the year ended 28 February 2025
Year ended Year ended
28 February 2025 29 February 2024
£'000 £'000
Cash flows from operating activities
Profit/(loss) before taxation 636 (785)
Net gain on investments during the period (1,799) (261)
Adjustment for: Interest on fixed deposits and Money Market funds (999) (576)
(Increase)/decrease in receivables (2,023) 311
Increase/(decrease) in payables 105 (292)
Increase/(decrease) in taxation - (16)
Net cash flows used in operating activities (4,080) (1,619)
Cash flows from investing activities
Purchase of financial assets at fair value through profit or loss (7,693) (11,884)
Disposal of financial assets at fair value through profit or loss 461 -
Interest on fixed deposits and Money Market funds 999 576
Net cash flows used in investing activities (6,233) (11,308)
Cash flows from financing activities
Issue of Shares* 23,522 20,222
Buy-back of Shares (467) (182)
Dividends paid (2,340) (7,136)
Net cash flows from financing activities 20,715 12,904
Net increase/(decrease) in cash and cash equivalents 10,402 (23)
Reconciliation of net cash flow to movements in cash and cash equivalents
Cash and cash equivalents at 1 March 2024 18,199 18,222
Net increase/(decrease) in cash and cash equivalents 10,402 (23)
Cash and cash equivalents at 28 February 2025 28,601 18,199
* Net of Share issue costs.
The accompanying notes on pages 76 to 92 form an integral part of these
statements.
Notes to the Financial Statements
1. Corporate Information
The Financial Statements of the Company for the year ended 28 February 2025
were authorised for issue in accordance with a resolution of the Directors on
13 June 2025.
Triple Point Venture VCT plc is a public limited company, incorporated and
domiciled in the United Kingdom and registered in England and Wales. The
Company's registered office is situated at The Scalpel, 18(th) Floor, 52 Lime
Street, London EC3M 7AF. The principal place of business is the office of the
Investment Manager whose address is 1 King William Street, London, EC4N 7AF.
The functional and reporting currency is pounds sterling (£), reflecting the
primary economic environment in which the Company operates.
The principal activity of the Company is investment. The Company's investment
strategy is to offer exposure to venture capital investments and to maintain
liquidity in cash or cash-based funds.
2. Basis of Preparation and Accounting Policies
Basis of Preparation
The Financial Statements of the Company for the year to 28 February 2025 have
been prepared in accordance with UK-adopted international accounting standards
("IFRS") and the applicable legal requirements of the Companies Act 2006 and
comply with the Statement of Recommended Practice ("SORP"): "Financial
Statements of Investment Trust Companies and Venture Capital Trusts" issued by
the Association of Investment Companies ("AIC") in July 2022.
The Financial Statements are prepared on a historical cost basis except that
investments are shown at fair value through profit or loss ("FVTPL"). The
Company presents its Income Statement in a tri-columnar format to give
Shareholders additional detail of the performance of the Company, split
between items of a revenue or capital nature as required by the SORP.
Going Concern
The Company's business activities, together with the factors likely to affect
its future development, performance and position, are set out in the
Investment Manager's Review. The Directors have a reasonable expectation that
the Company has adequate resources to continue in operational existence for
the next five years. Accordingly, they continue to adopt the going concern
basis in preparing the financial statements.
The Financial Risk Management objectives and policies of the Company,
including exposure to price risk, interest rate risk, credit risk and
liquidity risk are discussed in note 19 to the financial statements.
The Company continues to meet day-to-day liquidity needs through its cash
resources on hand. The Company's revenue comes predominantly from interest
earned on its cash and liquid resources and to a lesser extent from the
investments in Shenval (Hydroelectric power) and Modern Power Generation
("MPG"), a small lending business. The Company takes an active approach to
manage liquidity and increase the return on cash held.
The Company continues to raise funds via new share issues to investors, and at
the reporting date the Company had cash of £28.6 million and net current
assets of £31.2 million (2024: £18.1 million). A further £8.1 million of
net proceeds has been raised since the reporting date, further strengthening
the Company's liquidity position. This cash is more than sufficient to enable
the Company to continue as a going concern for the foreseeable future.
The major cash outflows of the Company continue to be the payment of
dividends to Shareholders, costs relating to the funding of investments and
management fees due to the Investment Manager. Dividends and, for the most
part, new investments are discretionary and, in a time of stress the
Investment Manager may allow the Company to defer payment of management fees.
The Directors have reviewed cash flow projections, including various scenarios
comprising a plausible downside scenario and a severe downside scenario,
whereby the Company does not raise any future capital. In both downside
scenarios, the Company has sufficient financial resources to meet its
obligations for at least 12 months from the date of this report, being June
2026.
Accordingly, the Directors continue to adopt the going concern basis in
preparing the financial statements.
Critical Accounting Judgements and estimates
The preparation of Financial Statements in conformity with UK-adopted
international accounting standards requires management to make judgements,
estimates and assumptions that affect the application of policies and the
reported amounts of assets and liabilities, income and expenses.
The estimates and associated assumptions are based on historical experience
and various other factors believed to be reasonable under the circumstances,
the results of which form the basis of making the judgements about carrying
values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these judgements.
The estimates and assumptions that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities relate
to:
· the valuation of unlisted financial investments held at fair
value through profit or loss, which are valued on the basis noted below (under
the heading Non-Current Asset Investments) and in note 12; and
· whether fair value losses represent a permanent diminution in
value.
The key estimates made by Directors are in the valuation of non-current assets
and the assessment of unrealised gains and losses. The estimates and
underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is
revised if the revision affects that period or in the period of revision and
future periods if the revision affects both current and future periods.
Material Accounting Policies
These accounting policies have been applied consistently in preparing these
Financial Statements.
New and amended standards and interpretations
A number of amended standards became applicable for the current reporting
period. The Company did not have to change its accounting policies or make
retrospective adjustments as a result of adopting these amended standards. The
Board do not expect that these new or amended standards will have a material
impact on the Company's financial statements.
The most significant of these standards are set out below:
New standards and amendments - applicable 1 January 2024
(a) Classification of Liabilities as Current or Non-current
liabilities with covenants - Amendments to IAS 1;
(b) Lease Liability in Sale and Leaseback - Amendment to IFRS 16;
and
(c) Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7.
Forthcoming Requirements
The following standards and interpretations had been published but were not
mandatory for annual reporting periods ending on or before 28 February 2025
and have not been adopted early by the Company. These forthcoming requirements
are not expected to have a material effect on the period to 28 February 2026.
(a) Amendments to IAS 21, Lack of Exchangeability (effective for
annual periods beginning on or after 1 January 2025);
(b) Amendments to the Classification and Measurement of Financial
Instruments - Amendments to IFRS 9 and IFRS 7 (effective for annual periods
beginning on or after 1 January 2026);
(c) IFRS 19, Subsidiaries without Public Accountability: Disclosures
(effective for annual period beginning on or after 1 January 2027); and
(d) IFRS 18, Presentation and Disclosure in Financial Statements
(effective for annual periods beginning on or after 1 January 2027).
No new standards coming into force during the year or future standards that
come into effect after the year-end have a material impact on these financial
statements. The Company has carried out an assessment of accounting standards,
amendments and interpretations that have been issued by the International
Accounting Standards Board and that are effective for the current reporting
period. The Company has determined that the transitional effects of the
standards do not have a material impact.
Income
Investment income includes interest earned on bank balances, money market
funds and investment loans and includes income tax withheld at source where
appropriate. Dividend income is shown net of any related tax credit and is
brought into account on the ex-dividend date.
Fixed returns on investment loans and debt are recognised on a time
apportionment basis so as to reflect the effective yield, provided there is no
reasonable doubt that payment will be received in due course.
Expenses
All expenses are accounted for on the accruals basis. Expenses are charged to
revenue with the exception of the investment management fee which is charged
10% to the revenue account and 90% to the capital account recognising the
significant increase to the Venture investments and the expected nature of
returns from them.
The transaction costs incurred when purchasing or selling assets are written
off to the Income Statement in the period that they occur.
Taxation
Corporation tax payable is applied to profits chargeable to corporation tax,
if any, at the current rate in accordance with IAS 12, Income Taxes. The tax
effect of different items of income/gain and expenditure/loss is allocated
between capital and revenue on the "marginal" basis as recommended by the
SORP.
In accordance with IAS 12, deferred tax is recognised using the balance sheet
method providing for temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used
for taxation purposes. A deferred tax asset is recognised to the extent that
it is probable that future taxable profits will be available against which the
temporary difference can be utilised. Deferred tax is measured at the tax
rates that are expected to be applied to the temporary differences when they
reverse, based on the laws that have been enacted or substantively enacted by
the reporting date. The Directors have considered the requirements of IAS 12
and do not believe that any provision for deferred tax should be made.
Financial Instruments
The Company's principal financial assets are its investments and the
accounting policies in relation to those assets are set out above. Financial
liabilities and equity instruments are classified according to the substance
of the contractual arrangements entered.
An equity instrument is any contract that evidences a residual interest in the
assets of the entity after deducting all of its financial liabilities. Where
the contractual terms of share capital do not have any terms meeting the
definition of a financial liability then this is classed as an equity
instrument.
Financial assets and financial liabilities are recognised in the Company's
Statement of Financial Position when the Company becomes a party to the
contractual provisions of the instrument. At 29 February 2025 and 29 February
2024, the carrying amounts of cash and cash equivalents, receivables,
payables, accrued expenses and short-term borrowings reflected in the
financial statements are reasonable estimates of fair value in view of the
nature of these instruments or the relatively short period of time between the
original instruments and their expected realisation.
Financial Assets
The classification of financial assets at initial recognition depends on the
purpose for which the financial asset was acquired and its characteristics.
All financial assets are initially recognised at fair value. All purchases of
financial assets are recorded at the date on which the Company became party
to the contractual requirements of the financial asset.
The Company's financial assets principally comprise investments held at fair
value and loans and receivables. The Company holds trade receivables with the
objective to collect the contractual cash flows and therefore measures them
subsequently at amortised cost using the effective interest method. The
Company's loan and equity investments are held at fair value. Gains or losses
resulting from the movement in fair value are recognised in the Company's
Statement of Comprehensive Income at each valuation date.
Financial assets are recognised/derecognised at the date of the
purchase/disposal. Investments are initially recognised at cost, being the
fair value of consideration given. Transaction costs are recognised in the
Consolidated Statement of Comprehensive Income as incurred.
Fair value is defined as the amount for which an asset could be exchanged
between knowledgeable willing parties in an arm's length transaction. Fair
value is calculated on an unlevered, discounted cash flow basis in accordance
with IFRS 13 and IFRS 9.
Derecognition of financial assets (in whole or in part) takes effect:
• when the Company has transferred substantially all the risks and rewards
of ownership; or
• when the contractual right to receive cash flow has expired.
Financial liabilities
Financial liabilities are classified according to the substance of the
contractual agreements entered into and are recorded on the date on which the
Company becomes party to the contractual requirements of the financial
liability.
All loans and borrowings are initially recognised at cost, being fair value of
the consideration received, less issue costs where applicable. After initial
recognition, all interest-bearing loans and borrowings are subsequently
measured at amortised cost using the effective interest rate method.
The Company's other financial liabilities measured at amortised cost include
trade and other payables which are initially recognised at fair value and
subsequently measured at amortised cost using the effective interest rate
method. A financial liability (in whole or in part) is derecognised when the
Company has extinguished its contractual obligations, it expires or is
cancelled. Any gain or loss on derecognition is taken to the Statement of
Comprehensive Income.
Non-Current Asset Investments
The Company invests in financial assets with a view to profiting from their
total return through capital growth. Consistent with the business model, these
investments are managed, and their performance is evaluated on a fair value
basis. Accordingly, upon initial recognition the investments are classified by
the Company as "at fair value through profit or loss" in accordance with IFRS
9.
Non-current asset investments are included initially at fair value, which is
taken to be their cost (excluding expenses incidental to the acquisition which
are written off in the Statement of Comprehensive Income and allocated to
"capital" at the time of acquisition). Subsequently the investments are valued
at "fair value" which is the price that would be received to sell an asset or
paid to transfer a liability (exit price) in an orderly transaction between
market participants at the measurement date.
In the case of unquoted investments, fair value is established by using
measures of value such as price of recent transaction, earnings or
revenue-based multiples, discounted cash flows and net assets. This is
consistent with IPEV guidelines. Where price of recent transaction is used,
the valuation is calibrated to a valid methodology. The Board believe that
those investments valued based on the transaction price adjusted for business
performance and market indicators are done so because the transaction price is
still representative of fair value.
Where securities are classified upon initial recognition at fair value through
profit or loss, gains and losses arising from changes in fair value are
included in the Statement of Comprehensive Income for the year as capital
items in accordance with the SORP. The profit or loss on disposal is
calculated net of transaction costs of disposal. Investments are recognised as
financial assets on legal completion of the investment contract and are
de-recognised on legal completion of the sale of an investment.
The Company has taken the exemption permitted by IAS 28, Investments in
Associates and Joint Ventures and IFRS 11, Joint Arrangements for entities
similar to investment entities and measures its investments in associates and
joint ventures at fair value. The Directors consider an associate to be an
entity over which the Company has significant influence, through an
ownership of between 20% and 50%. The Company's associates and joint ventures
are disclosed in note 13.
Issued Share Capital
The Company has one class of Shares, being the Venture Shares.
Venture Shares are classified as equity because they do not contain an
obligation to transfer cash or another financial asset and each share has full
voting, dividend, and capital distribution rights.
Issue costs associated with the allotment of Shares have been deducted from
the Share premium account in accordance with IAS 32. The Company had no
external debt at the reporting date; consequently, all capital is represented
by the value of Share capital, distributable, and other reserves. Total
Shareholder equity at 28 February 2025 was £83.6 million (2024: £62.2
million).
Cash and Cash Equivalents
Cash and cash equivalents representing cash available at less than three
months' notice are classified as Financial Assets at amortised cost under IFRS
9.
Cash and cash equivalents comprises cash at bank and other highly liquid
short-term investments redeemable or with a maturity of three months or less
at the date of acquisition and subject to insignificant changes in fair value.
For the purpose of the Cash Flow Statement, cash and cash equivalents
comprises cash at bank and Money Market funds, for which carrying amount
approximates to fair value.
Reserves
The revenue reserve (retained earnings) and capital reserve reflect the
guidance in the SORP. The capital reserve represents the proportion of
Investment Management fees charged against capital and any realised/unrealised
gains or losses on the disposal/revaluation of investments.
The special distributable reserve was created on court cancellations of the
Share premium account on 16 August 2022 in respect of the Venture Share Class.
The revenue reserve, the portion of the capital reserve representing realised
capital profits and losses less unrealised gains, and the special
distributable reserve are distributable by way of dividend.
Foreign currencies
Transactions in foreign currencies are translated at the foreign exchange rate
ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies at the
reporting date are translated at the foreign exchange rate ruling at that
date. Foreign exchange differences arising on translation are recognised in
the Statement of Comprehensive Income under the Revenue or Capital column,
where applicable.
Dividends
Dividends payable are recognised as distributions in the financial statements
when the Company's obligation to make payment has been established. Typically,
this is not until payment is made as the Company usually declares interim
dividends as opposed to final dividends.
3. Segmental Reporting
The Directors are of the opinion that the Company only has a single operating
segment of business, being investment activity.
4. Significant risk changes in the current reporting period
The Company has reviewed its exposure to climate-related and other emerging
business risks. No new significant risks that could impact the financial
performance or position of the Company as at 28 February 2025 have been
identified.
For a detailed discussion about the Company's performance, please refer to the
Chair's statement on pages 6 to 9. The financial position of the Company can
be found on page 73.
5. Investment Income
Year Ended 28 February 2025 Year Ended 29 February 2024
£'000 £'000
Interest receivable on bank balances 1 183
Interest receivable on Money Market funds 1,023 403
Loan interest 72 96
Total investment income 1,096 682
6. Investment Management Fees
Year ended 28 February 2025 Year ended 29 February 2024
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investment management fees 139 1,250 1,389 102 922 1,024
TPIM provides investment management services to the Company under an
Investment Management Agreement dated 12 September 2023. From this date, the
Investment Manager was appointed AIFM and continues to be responsible for risk
and portfolio management.
The Investment Manager has full discretion under the Investment Management
Agreement to make investments in accordance with the Company's Investment
Policy from time-to-time. The agreement provides for an investment management
fee of 2% per annum of net assets, payable quarterly in arrears. The
Investment Management Agreement may be terminated by either the Investment
Manager or the Company by providing the other party with no less than 12
calendar months' written notice.
The total amount accrued and due to TPIM at the year-end was £380,000 (2024:
£320,000).
Performance fee
TPIM earns a performance fee if the total return (net asset value plus
distributions made) to holders of the Venture Shares exceeds their net initial
subscription price by an annual threshold of 3% per annum, calculated on a
compound basis. To the extent that the total return exceeds the threshold over
the relevant period then a performance incentive fee of 20% of the excess is
payable to TPIM.
Performance fees are assessed based on the VCT's audited year-end valuations
(i.e. in February of each year) and will be accrued in the accounts of the
Company. High water marks apply. No performance fees have been earned by TPIM
in the current or prior year.
Fees paid to companies related to the Investment Manager for administrative
and other services during the year were £53,000 (2024: £142,000).
The Investment Manager did not receive fees for services to investee companies
in the current or prior year.
7. Operating Expenses
All expenses are accounted for on an accruals basis.
Expenses are charged wholly to revenue with the exception of management fees
which are charged 90% to capital and 10% to revenue; any performance fees
incurred are charged wholly to capital. Transaction costs incurred when
selling assets are written off to the Income Statement in the period in which
they occur.
Operating expenses Year ended Year ended
28 February 2025 29 February 2024
£'000 £'000
Financial and regulation costs 193 133
General administration 29 56
Fees payable to the Company's auditor for audit services 84 75
Company secretarial services 24 24
Other professional fees 465 344
Directors' fees 75 71
Interest payable - 1
Total operating expenses 870 704
8. Auditor Remuneration
Fees paid to the Company's auditors are as follows:
Year ended 28 February 2025 Year ended 29 February 2024
£'000 £'000
Fees payable to the Company's auditor:
for the audit of the Financial Statements 84 75
for other services - -
Total Auditor remuneration 84 75
For the year ended 28 February 2025, fees (excluding VAT) payable to the
Company's auditor for audit services were £83,750 (2024: £74,890).
Deloitte LLP were not appointed to provide any non-audit services to the
Company during the year.
9. Directors' Remuneration
Year ended 28 February 2025 Year ended 29 February 2024
£'000 £'000
Julian Bartlett 22 22
Jamie Brooke* 23 15
Sam Smith** 20 1
Chad Murrin*** - 8
Jane Owen**** 10 25
Total Directors' fees 75 71
* Appointed as a Director effective 8 June 2023
** Appointed as a Director effective 8 February 2024
*** Resigned as a Director effective 19 July 2023
**** Resigned as a Director effective 23 July 2024
The only remuneration received by the Directors was their Directors' fees. The
Company has no employees other than the Non-Executive Directors. The average
number of Non-Executive Directors in the year was three (2024: three).
Detailed disclosure of Directors' remuneration is included in the Directors'
Remuneration report.
10. Taxation
Year ended 28 February 2025 Year ended 29 February 2024
£'000 £'000
Profit/(loss) on ordinary activities before tax 636 (785)
Corporation tax @ 25% 159 (196)
Effect of:
Capital gains not taxable (449) (65)
Disallowed expenditure 28 21
Excess management expenses on which deferred tax not recognised 262 240
Tax charge/(credit) for the period - -
Capital gains and losses are exempt from corporation tax due to the Company's
status as a Venture Capital Trust.
Investment companies which have been approved by HM Revenue & Customs
under section 1158 of the Corporation Tax Act 2010 are exempt from tax on
capital gains. The Directors are of the opinion that the Company has complied
with the requirements for maintaining investment trust status for the
purposes of section 1158 of the Corporation Tax Act 2010.
The Company has not provided for deferred tax on any capital gains or losses
arising on the revaluation of investments.
Deferred tax asset of £1.4 million (2024: £1.1 million) has not been
recognised as it is unlikely that the Company will generate sufficient taxable
profits in the future to utilise this.
11. Earnings per Share
The earnings per Venture Share is 0.86p (2024: loss of 1.46p) and is based on
a profit from ordinary activities after tax of £0.6 million (2024: £0.8
million loss) and on the weighted average number of Venture Shares in issue
during the period of 74,217,239 (2024: 53,729,274).
There is no difference between basic or diluted Earnings per Share as the
Company has no convertible securities.
12. Financial Assets at Fair Value through Profit or Loss
Investments
Fair Value Hierarchy:
IFRS 13 requires disclosure of fair value measurement by level. The level of
fair value hierarchy within the financial assets or financial liabilities is
determined on the basis of the lowest level input that is significant to the
fair value measurement.
Financial assets and financial liabilities are classified in their entirety
into only one of the following three levels:
Level 1: quoted prices on active markets for identical assets or liabilities.
The fair value of financial instruments traded on active markets is based on
quoted market prices at the date of the Statement of Financial Position. A
market is regarded as active where the market in which transactions for the
asset or liability take place with sufficient frequency and volume to provide
pricing information on an ongoing basis. The quoted market price used for
financial assets held by the Company is the current bid price.
Level 2: the fair value of financial instruments that are not traded on active
markets is determined by using valuation techniques. These valuation
techniques maximise the use of observable inputs including market data where
it is available either directly or indirectly and rely as little as possible
on entity specific estimates. If all significant inputs required to fair value
an instrument are observable, the instrument is included in Level 2.
Level 3: the fair value of financial instruments that are not traded on an
active market (for example, investments in unquoted companies) is determined
by using valuation techniques such as discounted cash flows. If one or more of
the significant inputs is based on unobservable inputs including market data,
the instrument is included in Level 3.
There have been no transfers between these classifications in the period. Any
change in fair value is recognised through the Statement of Comprehensive
Income.
All items held at fair value through profit or loss were designated as such
upon initial recognition. Movements in investments at fair value through
profit or loss during the year to 28 February 2025 are summarised below. The
most critical estimates, assumptions, and judgements relate to the
determination of the carrying value of investments at "fair value through
profit and loss" (FVTPL).
All investments held by the Company are classified as FVTPL and measured in
accordance with the International Private Equity and Venture Capital Valuation
(IPEV) guidelines, as updated in December 2022. For investments actively
traded on organised financial markets, fair value is generally determined by
reference to Stock Exchange market quoted bid prices at the close of business
on the date of the Statement of Financial Position.
The Company does not have any quoted investments at the reporting date.
Unquoted investments are stated at fair value by the Directors at each
measurement date in accordance with appropriate valuation techniques, which
are consistent with the IPEV guidelines:
i. the price of a recent investment, if resulting from an orderly
transaction, is assumed to represent fair value as of the transaction date. At
every subsequent measurement date, the recent investment price may remain an
appropriate indicator of fair value, however as its validity is eroded over
time, adequate consideration will be given to the current facts and
circumstances, including, but not limited to, changes in the market or changes
in the performance of the portfolio company. We may solely rely on the most
recent price for certain investments where other valuation methodologies may
not be possible, notably where there are no current or short-term future
revenues expected;
ii. where a recent transaction is not deemed to be representative of fair
value, a market approach may be considered. This technique involves the
application of an appropriate multiple to a performance measure (typically
revenue, but potentially also EBITDA) in order to derive the value of the
business. Appropriate multiples are usually derived by reference to a current
market-based multiple, as reflected in market valuations of comparable quoted
companies or the price at which comparable companies have changed ownership,
to the extent this information is publicly available. It must be acknowledged
that as we invest in companies looking to disrupt their respective sectors or
enter new technologies, direct comparators often do not exist. In the absence
of relevant comparators, calibration to the recent investment price validates
that the valuation techniques using contemporaneous market inputs generate
fair value at the investment date and that the same valuation techniques using
updated market inputs as of each subsequent reporting date will generate fair
value at each such date. This approach will notably help capture any risks
associated with a lack of liquidity in the minority holding of an unquoted
investment and may be further adjusted to reflect the trading performance of
the portfolio company versus expectations as at the investment date;
iii. for investments in early or development stages, where there are no
current or short-term future revenues expected, the most appropriate valuation
approach to measure fair value may be based on calibrating the latest pricing
round using qualitative milestones. These milestones provide a directional
indication of the movement in fair value;
iv. where a number of discreet outcomes can be expected for an investment, a
simplified probability-weighted expected return model may be used to determine
fair value; and
v. where appropriate, an income approach may be used.
Capital gains and losses on investments, whether realised or unrealised, are
dealt with in the capital reserve, with movements in the period shown in the
Income Statement. All figures are shown net of any applicable transaction
costs incurred.
All investments are initially recognised at transaction price and subsequently
measured at fair value. Changes in fair value are recognised in the Income
Statement. A key judgement made in applying the above accounting policy
relates to investments that are permanently written off. Where the value of an
investment has fallen permanently below the price of investment, the loss is
treated as a realised loss, even if the investment is still held.
The Board assesses the portfolio for such investments and, after agreement
with the Investment Manager, will agree the values that represent the extent
to which an investment loss has become realised. This is based upon an
assessment of objective evidence of that investment's future prospects, to
determine whether there is potential for the investment to recover in value.
Movements in Level 3 investments held at fair value through profit or loss
during the year to 28 February 2025 were as follows:
Cost Cumulative Gains Fair Value
£'000 £'000 £'000
Year ended 28 February 2025:
Opening cost 38,896 - 38,896
Opening investment holding gains - 4,928 4,928
Opening value at 1 March 2024 38,896 4,928 43,824
Purchases at cost* 9,905 - 9,905
Net gains on held investments - 1,373 1,373
Less: investments disposed of during the period
Original cost (4,010) - (4,010)
Derecognition of unrealised net cumulative losses - 1,219 1,219
Closing value at 28 February 2025 44,791 7,520 52,311
Cost Cumulative Gains Fair Value
£'000 £'000 £'000
Year ended 29 February 2024:
Opening cost 27,762 - 27,762
Opening investment holding gains - 4,217 4,217
Opening value at 1 March 2023 27,762 4,217 31,979
Purchases at cost 11,884 - 11,884
Net gains on held investments - 261 261
Less: investments disposed of during the period
Original cost (750) - (750)
Derecognition of unrealised net cumulative losses - 450 450
Closing value at 29 February 2024 38,896 4,928 43,824
* Purchases at cost in the year ended 28 February 2025 includes £2.2 million
relating to the non-cash, share-for-share acquisition of Vyne Technologies by
Tarabut Gateway.
Given the nature of the Company's venture capital investments, the changes in
fair values of such investments recognised in these Financial Statements are
not considered to be readily convertible to cash in full at the Statement of
Financial Position date and accordingly any gains or losses on these items are
treated as unrealised.
Unquoted investments in the portfolio are considered Level 3 assets, such that
their values are not directly observable but are estimated using a combination
of valuation methodologies which notably extrapolate from observable market
data for comparable assets. The sensitivity of these valuations to a
reasonable possible change in such assumptions is given in note 19.
Further details of the types of investments are provided in the Investment
Manager's review and investment portfolio on pages 24 to 27 and 28 to 34, and
details of entities over which the VCT has significant influence are included
in note 13.
13. Unconsolidated associates and joint ventures
The principal undertakings in which the Company's interest at the year-end is
20% or more are as follows:
Name Registered address Holding
Green Highland Shenval Limited Q Court, 3 Quality Street, Edinburgh, EH4 5BP 22.2%
· The investment is a combination of debt and equity.
· Equity holding is equal to the voting rights.
· The investment is held in the UK.
14. Receivables
28 February 2025 29 February 2024
£'000 £'000
Accrued income 38 23
Prepaid expenses 33 42
Other debtors 2,308 291
Total receivables 2,379 356
15. Cash and Cash Equivalents
28 February 2025 29 February 2024
£'000 £'000
Cash at bank 7,988 18
Money Market funds 20,613 18,181
Total cash and cash equivalents 28,601 18,199
Cash and cash equivalents are short-term, highly liquid investments that are
readily convertible to known amounts of cash and that are subject to a lower
risk of changes in value. Therefore, an investment normally qualifies as a
cash equivalent only when it has a short maturity of, say, three months or
less from the date of acquisition.
16. Payables and Accrued Expenses
28 February 2025 29 February 2024
£'000 £'000
Trade Creditors 46 88
Other taxation and social security 5 6
Accrued expenses 537 389
Total payables and accrued expenses 588 483
17. Share Capital
Ordinary shares of £0.01.
Year ended 28 February 2025
As at 1 March 2024 No. of Venture Shares Amount £'000
63,113,620 631
Allotted during the period
5 March 2024 879,639 9
18 March 2024 (DRIS) 241,772 2
2 April 2024 3,769,252 38
4 April 2024 1,954,264 20
5 April 2024 1,285,315 13
27 June 2024 1,365,747 14
31 July 2024 705,100 7
29 October 2024 3,451,232 34
12 November 2024 1,818,892 18
2 December 2024 (DRIS) 278,603 3
19 December 2024 3,537,826 35
10 February 2025 3,183,619 32
26 February 2025 2,465,470 25
Shares bought back and cancelled
4 July 2024 (367,609) (4)
9 August 2024 (55,800) (1)
18 November 2024 (84,409) (1)
Ordinary Share Capital 28 February 2025 87,542,533 875
Year ended 29 February 2024
As at 1 March 2023 No. of Venture Shares No. of A Shares No. of B Shares Total Shares Amount (£'000)
42,720,246 9,777,285 6,758,795 59,256,326 593
Allotted during the period
20 March 2023 5,831,295 - - 5,831,295 58
4 April 2023 2,093,574 - - 2,093,574 21
5 April 2023 464,579 - - 464,579 5
24 April 2023 161,021 - - 161,021 2
6 July 2023 1,138,499 - - 1,138,499 11
28 July 2023 1,347,801 - - 1,347,801 13
4 September 2023 (DRIS) 210,732 - - 210,732 2
27 October 2023 1,124,122 - - 1,124,122 11
30 November 2023 2,118,892 - - 2,118,892 21
21 December 2023 1,673,802 - - 1,673,802 17
13 February 2024 4,247,195 - - 4,247,195 42
Shares bought back and cancelled
10 March 2023 - (9,777,285) - (9,777,285) (97)
10 March 2023 - - (6,758,795) (6,758,795) (68)
4 August 2023 (6,958) - - (6,958) -
3 November 2023 (10,306) - - (10,306) -
12 December 2023 (874) - - (874) -
Ordinary Share Capital 29 February 2024 63,113,620 - - 63,113,620 631
At the reporting date, the Company had one class of share, being the Venture
Shares which have full voting, dividend, and capital distribution rights. As
at 28 February 2025, the number of authorised and issued shares of the Company
was 87,542,533 (2024: 63,113,620).
During the year ended 28 February 2025, 24,416,356 new Venture Shares were
issued at an average price per share of £0.99. The gross consideration
received was £24.2 million (net £23.5 million). 520,375 additional Venture
Shares were issued by way of a Dividend Reinvestment Scheme at an average
price of £0.93, and the Company repurchased 507,818 Venture Shares at an
average price per share of £0.91.
18. Dividends
Year ended 28 February 2025 Year ended 29 February 2024
£'000 £'000
Year ended 29 Feb 2024 interim dividend: 2.00p per share - 1,075
Year ended 28 Feb 2025 interim dividend: 2.00p per share 1,262 -
Year ended 28 Feb 2025 interim dividend: 2.00p per share 1,563 -
Total dividend Paid: 4.00p per share (2024: 2.00p) 2,825 1,075
The Board announced an interim dividend of two pence per Share, equivalent to
£1.75 million, to Shareholders on 6 January 2025. The dividend was paid on 17
March 2025 to Shareholders on the register at the close of business on 28
February 2025 and as a result is not included in the table above.
19. Financial Instruments and Risk Management
The Company's financial instruments comprise equity and fixed-interest
investments, cash balances and liquid resources including debtors and
creditors. The Company holds financial assets in accordance with its
investment policy of investing mainly in a portfolio of VCT qualifying
unquoted securities whilst holding a proportion of its assets in cash or
near-cash investments in order to provide a reserve of liquidity.
The Investment Manager reports to the Board on a quarterly basis and provides
information to the Board which allows it to monitor and manage financial
risks relating to its operations. The Company's activities expose it to a
variety of financial risks including market risk (comprising price risk,
interest rate risk, and foreign currency risk), credit risk, and liquidity
risk.
Classification of Financial Instruments
The following table discloses the financial assets and liabilities of the
Company in the categories defined by IFRS 9, Financial Instruments.
Total value Financial Assets at amortised cost Financial Liabilities at amortised cost Fair value through profit or loss
£'000 £'000 £'000 £'000
Year ended 28 February 2025
Assets:
Financial assets at fair value through profit or loss 52,311 - - 52,311
Receivables 2,379 2,379 -
Cash and cash equivalents 28,601 28,601 - -
83,291 30,980 - 52,311
Liabilities:
Other Payables 588 - 588 -
588 - 588 -
Year ended 29 February 2024
Assets:
Financial assets at fair value through profit or loss 43,824 - - 43,824
Receivables 356 356 - -
Cash and cash equivalents 18,199 18,199 - -
62,379 18,555 - 43,824
Liabilities:
Other Payables 483 - 483 -
483 - 483 -
Fixed and current asset investments (see note 12) are valued at fair value.
Unquoted investments are carried at fair value as determined by the Directors
in accordance with IPEV guidelines as detailed within the Investment Manager's
Review and note 12. The fair value of all other financial assets and
liabilities are represented by their carrying value in the Statement of
Financial Position. The Directors believe that the fair value of the assets
held at the year-end is equal to their carrying value. The Company's creditors
and debtors are initially recognised at fair value, which is usually
transaction cost, and subsequently measured at amortised cost using the
effective interest method.
In carrying on its investment activities, the Company is exposed to various
types of risk associated with the financial instruments and markets in which
it invests. The most significant types of financial risk facing the Company
are market risk, interest rate risk, credit risk, and liquidity risk. The
Company's approach to managing these risks is set out below together with a
description of the nature and amount of the financial instruments held at the
date of the Statement of Financial Position.
Market Risk
The Company's strategy for managing investment risk is determined with regard
to the Company's investment policy, as outlined on page 12. The management of
market risk is part of the investment management process and is a central
feature of venture capital investment. The Company's portfolio is managed in
accordance with the policies and procedures described in the Directors' Report
on pages56 to 59, having regard to the possible effects of adverse price
movements, with the objective of maximising overall returns to shareholders.
Investments in smaller companies, by their nature, usually involve a higher
degree of risk than investments in larger companies quoted on a recognised
stock exchange, though the risk can be mitigated to a certain extent by
diversifying the portfolio across business sectors and asset classes. The
overall disposition of the Company's assets is regularly monitored by the
Board.
Details of the Company's investment portfolio as at 28 February 2025 can be
found on page 28.
62.6% (2024: 70.5%) by value of the Company's net assets comprises investments
in unquoted companies held at fair value. In the context of continued market
uncertainties caused by macroeconomic factors, we have used a sensitivity
analysis of 20%.
A 20% overall decrease in the valuation of the unquoted investments at 28
February 2025 would have decreased net assets and the total profit for the
year by £10.5 million (2024: £8.8 million). An equivalent change in the
opposite direction would have increased net assets and the total profit for
the year by the same amount.
11.2% of net assets (17.9% of portfolio value) are exposed to changes in the
foreign exchange rate. An increase in the foreign exchange rate of 5% would
decrease the net asset value by 0.5% (£0.4 million) (2024: 0.5%; £0.3
million). A decrease in the foreign exchange rate of 5% would have the
opposite effect, increasing the net asset value by 0.6% (£0.5 million) (2024:
0.5%; £0.3 million). The 5% sensitivity used provides the most meaningful
impact of average foreign exchange rate changes across the portfolio.
20.1% of the VCT's net assets (32.1% of portfolio value) are valued after
assessing the developments of the investee company against performance
milestone (e.g. cash or revenue targets) including PRI calibration. An
increase in the average multiple used by 15% would increase the net asset
value by 3.0%. A decrease in the average multiple used by 15% would decrease
the net asset value by 3.0%. The 15% sensitivity used provides the most
meaningful impact of average multiple changes across the portfolio.
42.5% of net assets (67.9% of portfolio value) is valued using Price of Recent
Investment (PRI), and an increase in the average PRI used by 15% would
increase the net asset value by 6.4%. A decrease in the average PRI used by
15% would decrease the asset value by 6.4%. However, the impact on the
portfolio value might be less given that most investments have some downside
protection in the form of liquidation preference. The 15% sensitivity used
provides the most meaningful impact of average PRI changes across the
portfolio.
Interest Rate Risk
Some of the Company's financial assets are interest-bearing, of which some are
at fixed rates and some at variable rates. As a result, the Company is exposed
to interest rate risk arising from fluctuations in the prevailing levels of
market interest rates.
Fixed Rate
The table below summarised the weighted average effective interest rates for
its fixed interest-bearing financial instruments:
The Company has two fixed interest investment loans, one in relation to its
investment in Modern Power Generation and the other in relation to its
investment in Green Highland Shenval. The weighted average interest rate
applicable to these loans is 19.2% (2024:19.2%).
Floating Rate
The Company's floating rate investments as at 28 February 2025 comprised
interest-bearing Money Market funds. The Company's cash held at bank earns no
interest due to the HMRC VCT rule which prohibits a VCT from earning more than
30% of its income from non-VCT qualifying income, and interest earned on bank
balances constitutes non-qualifying income.
The benchmark rate which determines the rate of interest receivable on its
Money Market investment is the Bank of England base rate, which was 4.5% at 28
February 2025. The amounts held in floating rate investments at the Statement
of Financial Position date were as
follows:
28 February 2025 29 February 2024
£'000 £'000
Cash on Deposit 7,988 19
Money Market funds 20,613 18,180
28,601 18,199
A 1% change in the base rate would increase/decrease income receivable from
these investments and the net assets for the year by £286,000 (2024:
£182,000).
Foreign Currency Risk
Foreign currency risk is defined as the risk that the fair values of future
cash flows will fluctuate because of changes in foreign exchange rates. With
the exception of Realforce, whose investment is denominated in Swedish Kroner
("SEK"), Digital Therapeutics Inc (trading as Pelago), Airly Inc, Degreed Inc,
and Tarabut Gateway which are denominated in US dollars ("USD"), and Knok LDA,
and Nory whose investments are denominated in Euros, the Company's financial
assets and liabilities are in GBP. Substantially all of its revenues and
expenses are also denominated in GBP, save the aforementioned exceptions.
The Company's investments denominated in foreign currency comprise 17.9%
(2024: 14.1%) of the Company's Investment Portfolio, not including cash. As a
result, the Company does not consider the investments in Realforce, Digital
Therapeutics Inc (t/a Pelago), Airly Inc, Degreed Inc, Tarabut Gateway, Knok
LDA and Nory to materially expose the Company to foreign currency risk.
Credit Risk
Credit risk is the risk that a counterparty will fail to discharge an
obligation or commitment that it has entered into with the Company. The
Investment Manager and the Board carry out a regular review of counterparty
risk. The carrying value of the financial assets represent the maximum credit
risk exposure at the Statement of Financial Position date.
28 February 2025 29 February 2024
£'000 £'000
Non-Qualifying investment loans 172 172
Qualifying investment loans 2,444 1,076
Cash on Deposit 7,988 19
Money Market funds 20,613 18,180
Receivables 2,379 356
33,596 19,803
The Company's bank accounts are maintained with The Royal Bank of Scotland plc
("RBS"). Should the credit quality or financial position of RBS deteriorate
significantly, the Investment Manager will move the cash holdings to another
bank.
Credit risk relating to listed money market funds is mitigated by investing in
a portfolio of investment instruments of high credit quality, comprising
securities issued by major UK companies and institutions. Credit risk relating
to loans to, and preference shares in, unquoted companies is considered to be
part of market risk.
Liquidity Risk
Liquidity risk is the risk that the Company may not be able to meet its
financial obligations as they fall due. Prudent liquidity risk management
implies maintaining sufficient cash and marketable securities and the
availability of funding through an adequate amount of committed credit
facilities to meet obligations when due and to close out market positions.
The Investment Manager and the Board continuously monitor forecast and actual
cash flows from operating, financing, and investing activities to consider
payment of dividends, repayment of trade and other payables or funding further
investing activities. The Company ensures it maintains adequate reserves and
will put in place banking facilities and it will continuously monitor forecast
and actual cash flows to seek to match the maturity profiles of financial
assets and liabilities. Further analysis on the Company's liquidity is
included within the Going Concern assessment.
The Company's listed Money Market funds are considered to be readily
realisable as they are of high credit quality as outlined above. Liquidity
risk is managed on a continuing basis by the Investment Manager in accordance
with policies and procedures laid down by the Board. The Company's overall
liquidity risks are monitored on a quarterly basis by the Board. The Company
maintains sufficient investments in cash and readily realisable securities to
pay accounts payable and accrued expenses. At 28 February 2025, these
investments were valued at £20.6 million (2024: £18.2 million).
Total 1-3 months 3-12 months 1-2 years 2-5 years More than 5 years
28 February 2025 £'000 £'000 £'000 £'000 £'000 £'000
Trade creditors 46 46 - - - -
Other taxation 5 5 - - - -
Accruals 537 - 537 - - -
588 51 537 - - -
Total 1-3 months 3-12 months 1-2 years 2-5 years More than 5 years
29 February 2024 £'000 £'000 £'000 £'000 £'000 £'000
Trade creditors 88 88 - - - -
Other taxation 6 6
Accruals 389 - 389 - - -
483 94 389 - - -
20. Net Asset Value per Share
Year ended 28 February 2025 Year ended 29 February 2024
Net asset value per Venture Share (p) 95.44 98.55
The net asset value per Venture Share is 95.44p (2024: 98.55p) and is
calculated based on net assets of £83.547 million (2024: £62.196 million)
divided by the 87,542,533 Venture Shares in issue.
21. Relationship with Investment
Manager
Management and administration services for the period amounted to £1.6
million (2024: £1.2 million) (which has been expensed by the Company), of
which £0.4 million remained outstanding at the year end.
A company related to the Investment Manager charged £53,000 (2024: £142,000)
for the provision of company secretarial and other services.
In addition, TPIM received £412,866 (2024: £352,245) of arrangement fees on
Venture Share allotments during the year.
22. Ultimate controlling party
In the opinion of the Board, on the basis of the shareholdings advised to
them, the Company has no ultimate controlling party.
23. Related Party Transactions
The Directors Remuneration Report on pages 51 to 55 discloses the Directors'
remuneration and shareholdings and transactions with the Investment Manager
are disclosed in note 21.
24. Commitments and Contingencies
There were no commitments or contingencies in place at the end of the
financial year (2024: £Nil).
25. Post Balance Sheet Events
The following events occurred between the balance sheet date and the signing
of these financial statements:
The Company paid an interim dividend of two pence per Share equivalent to
£1.75 million on 17 March 2025.
The Company issued 8,884,514 shares and bought back 389,041 shares following
the year-end. At the date of this report, the Company had 96,038,006 shares in
issue. Of the 8,884,514 new shares issued, 310,830 were issued via DRIS, with
the other 8,573,684 shares issued raising net proceeds of £8.1 million.
The Company has made eight investments since the period end: a £2.0m new
investment into Newton's Tree; a £750k follow-on investment into AeroCloud; a
£100k follow-on investment into Kohort (formerly Ramp); a £1.5m follow-on
investment into Treefera; a £700k new investment into Falkin; a £2.0m new
investment into Jigcar; a £900k new investment into Lateral; and a £2.0m
follow-on investment into Paloma Health.
Unaudited Alternative Performance Measures
1. ONGOING CHARGES RATIO
28 February 2025 29 February 2024
£'000 £'000
Management fees 1,389 1,024
Other operating expenses 870 704
Non-recurring legal & professional fees (113) -
Total management fee and other operating expenses (a) 2,146 1,728
Average undiluted net assets* (b) 72,121 53,551
Ongoing charges ratio % (c = a/b) (c) 2.98% 3.23%
* Average net assets is calculated from overall average of quarterly net asset
value.
The ongoing charges ratio for the Company for the year to 28 February 2025 was
2.98% (2024: 3.23%). Total annual running costs are capped at 3.50% of the
Company's net assets. The ratio is calculated by dividing annualised ongoing
charges by the average net asset value in the period.
The annualised ongoing charges represent the total expense for the year with
the exclusion of performance and arrangement fees payable to Triple Point
Investment Management LLP. No performance or arrangement fees were charged
during the year.
Any excess will be met by Triple Point by way of a reduction in future
management fees.
2. TOTAL RETURN
28 February 2025 29 February 2024
Closing NAV per share (pence) 95.44 98.55
Add back dividends paid (pence) 15.00 11.00
Adjusted closing NAV (pence) 110.44 109.55
Adjusted NAV per share as at the period end less NAV per share at 29 February (a) (110.44 - 109.55) (109.55 - 111.17)
2024 (28 February 2023)
NAV per share at 29 February 2024 (28 February 2023) (b) 109.55 111.17
Total return % (c = a/b) (c) 0.81% (1.46%)
Shareholder Information
Board
Jamie Brooke (Chair)
Sam Smith
Julian Bartlett
Administrator
JTC (UK) Limited
The Scalpel
18(th) Floor
52 Lime Street
London
EC3M 7AF
Company Secretary and Registered Office
Hanway Advisory Limited
The Scalpel
18th Floor
52 Lime Street
London
EC3M 7AF
Registered Number
07324448
FCA Registration number
659605
Investment Manager
Triple Point Investment Management LLP
1 King William Street
London
EC4N 7AF
Tel: 020 7201 8989
Independent Auditor
Deloitte LLP
1 New Street Square
London
EC4A 3HQ
Solicitors
Howard Kennedy LLP
No. 1 London Bridge
London
SE1 9BG
Registrars
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
VCT Taxation Advisers
Philip Hare & Associates LLP
Bridge House
181 Queen Victoria Street
London
EC4V 4EG
Bankers
The Royal Bank of Scotland plc
54 Lime Street
London
EC3M 7NQ
Adviser (Venture Investments)
Shoosmiths LLP
1 Bow Churchyard
London
EC4M 9DQ
Depositary
Indos Financial Limited
The Scalpel
18th Floor
52 Lime Street
London
EC3M 7AF
Financial Calendar
Key Events Date
Annual General Meeting 22 July 2025
Financial half-year-end 31 August 2025
Announcement of half-year results October 2025
Financial year-end 28 February 2026
1 Further detail provided under Unaudited Alternative Performance Measures
at the end of this report.
2 Further detail provided under Unaudited Alternative Performance Measures
at the end of this report.
3 A further 2p interim dividend was declared on 6 January 2025 and paid on
17 March 2025.
4 Further detail provided under Unaudited Alternative Performance Measures
at the end of this report.
4 Further detail provided under Unaudited Alternative Performance Measures at
the end of this report.
5 The 2024 Blue Book is available at:
https://secure.webpublication.co.uk/589410/.Triple-Point-Blue-Book-2024
6 The Triple Point Ventures ESG Integration Policy is available at:
https://www.triplepoint.co.uk/approach-to-sustainability/116/
7 Senior positions include Chair and Senior Independent Director
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