Calculus experience counts # Calculus VCT plc Annual Report & Accounts For the year ended 31 March 2026 Registered number 07142153 --- # About Calculus VCT plc ## Our Aim The Calculus VCT plc (the “Company” or the “VCT”) is a tax efficient listed company which aims to achieve long-term returns, including tax-free dividends, for investors. ## Investment Objective The Company invests primarily in a diversified portfolio of VCT-qualifying UK growth companies, with a particular focus on high-growth, innovative businesses in the technology, healthcare and entertainment sectors. Investments are made selectively across a range of sectors in companies that have the potential for long-term growth. Our investment is intended to support those companies to grow, innovate and scale up. The Board of Directors (the “Board”) believes that the Company can benefit from leveraging the sector experience and the inherent synergies from grouping similar businesses. Consequently, investments, primarily, sit within three sectors: technology, life sciences and media. The Investment Objective has been met historically, enabling the Company to deliver its targeted returns of an annual 5% dividend. ## Dividend Objective Your Board aims to maintain a regular tax-free annual dividend mindful of the need to maintain net asset value. The ability to meet these twin objectives depends significantly on the level and timing of profitable realisations and cannot be guaranteed. --- # Contents | Strategic Report | 6 | | --- | --- | | Chairman's Statement | 6 | | Manager's Review | 9 | | Investment Portfolio | 18 | | Business Review | 30 | | Section 172 Statement | 38 | | Board of Directors | 40 | | The Manager | 42 | | Directors' Report | 45 | | Corporate Governance | 49 | | Audit Committee Report | 54 | | Directors' Remuneration Report | 56 | | Directors' Responsibilities Statement | 61 | | Independent Auditor's Report | 62 | | Income Statement | 70 | | Statement of Financial Position | 71 | | Statement of Changes in Equity | 72 | | Statement of Cashflows | 74 | | Notes to the Financial Statements | 75 | | Notice of Annual General Meeting | 90 | | Shareholder Information | 94 | | Glossary | 95 | | Company Information | 96 | ## Key Dates 2026/27 Annual General Meeting: 29 September 2026 Dividend reinvestment scheme application deadline: 17 September 2026 Final dividend payment date: 2 October 2026 Company's half year end: 30 September 2026 Unaudited half yearly results: to be announced December 2026 Annual results for year to 31 March 2027: to be announced July 2027 --- ## Financial Highlights 2026 NAV Total Return per share for the year was 0.6% which includes a 2.94 pence per share dividend paid by the Company. £52.21m Total Net Assets as at 31 March 2026 56.43p NAV per share as at 31 March 2026 £5.6m Total cost of new and follow-on qualifying investments in the year 7.80% 5-year total return £10.3m Funds raised in the year £2.6m Dividends paid out in the year £1.4m Shares bought back in the year 5.00% Annual yield for the year ## Key Metrics | | Year to 31 March 2026 | Year to 31 March 2025 | | --- | --- | --- | | Total net assets | £52.21m | £45.71m | | Net Asset Value per share | 56.43p | 59.04p | | Interim dividend paid | 1.13p | 1.14p | | Final dividend proposed | 1.69p | 1.81p | | Annual yield | 5.00% | 6.62% | | Dividend yield* | 8.24% | 10.92% | | Total return per share** | 0.67p | 1.80p | | Shares in issue | 92,523,421 | 77,430,445 | | Share price | 53.25p | 55.00p | *the Company's target dividend equates to a tax-free yield of 8.2% p.a. (at the additional rate). The yield net of 20% (2025: 30%) income tax relief is 10.3%. **Total return per share is equal to the sum of NAV at 31 March 2026 and cumulative dividends received divided by average number of shares in the year ## Portfolio Review | | 2026 £'000 | 2025 £'000 | | --- | --- | --- | | Opening fair value | 43,695 | 37,914 | | New and follow-on investments made | 8,984 | 6,852 | | Disposal proceeds | (5,196) | (2,688) | | Realised net gains/(losses) | 358 | (731) | | Prior year unrealised gains/(losses) realised during the year | 246 | (404) | | Unrealised valuation gains | 729 | 2,752 | | Closing fair value | 48,816 | 43,695 | 4 --- ## Investment Portfolio Yield | | 2026 £'000 | 2025 £'000 | | --- | --- | --- | | Loan interest | 265 | 326 | | Total portfolio income in the year | 514 | 594 | | Portfolio fair value at year end | 48,816 | 43,695 | | Portfolio income yield | 1.05% | 1.36% | ## Historical Total Return | Financial year-ended | NAV at year-end | Cumulative dividends received (p)* | Total Return (p)** | | --- | --- | --- | --- | | 31 March 2026 | 56.43 | - | - | | 31 March 2025 | 59.04 | 2.94 | 59.37 | | 31 March 2024 | 61.58 | 5.89 | 62.32 | | 28 February 2023 | 65.63 | 8.95 | 65.38 | | 28 February 2022 | 67.90 | 11.97 | 68.40 | | 28 February 2021 | 67.08 | 15.17 | 71.60 | *Cumulative dividends received includes all dividends received since the relevant Financial period-end to date **Total NAV return is equal to the sum of NAV at 31 March 2026 and cumulative dividends received ![img-0.jpeg](img-0.jpeg) --- # Strategic Report **The directors present their strategic report for the year ended 31 March 2026 in accordance with the requirements of Section 414A of the Companies Act 2006 (the “Act”).** **Its purpose is to inform members of the Company and help them assess how the Directors have performed their legal duty under Section 172 of the Act, to promote the success of the Company for the benefit of the members as a whole and, in doing so, have a regard for the wider stakeholder interests.** ## Chairman’s Statement I am pleased to present the Calculus VCT plc’s (the Company) results for the 12 months to 31 March 2026. Despite acute global economic challenges and geopolitical volatility, particularly in 2026, when conflict in the Middle East and the continuing conflict in Ukraine contributed further to the subsequent energy crisis and global inflationary pressures, the Company has demonstrated its resilience and delivered yet another year of growth for shareholders. It is even more encouraging to see this performance is driven by a range of portfolio companies from all three sectors which make up the carefully curated Calculus VCT investment strategy, further highlighting the benefits and importance of a well-diversified portfolio in delivering consistent positive returns. The Financial Year ended on a closing Net Asset Value (NAV) per share of 56.43p which, after adding back 2.94p of cumulative dividends paid in this period, represents a total return of 0.6%. This is yet another year of positive momentum for the Calculus VCT and further contributes to a broader positive return profile, with the 5-year NAV total return at 7.80% as of 31 March 2026. We have seen the global economy attempt to navigate the rapid advancement of Artificial Intelligence (AI) and its influence on both public and private markets. It is important to acknowledge both the opportunities and challenges AI represents for companies. The very nature of capital markets is to be forward facing and price in concerns and trepidations, as well as opportunities. Q1 2026 saw a sizeable decrease in valuation across tech stocks, in particular Software-as-a-Service (SaaS) valuations. The sentiment driving this market disruption focused on the ability to create software and platforms via AI, and potentially circumnavigate expensive subscription services. The market has since recovered; however, the sentiment should not be dismissed. This market event has helped highlight where the true value in SaaS businesses lies. At its core, enterprise SaaS helps businesses solve operational challenges, streamline process and improve productivity. B2B SaaS platforms hold years of proprietary customer data that AI models are unable to access and replicate. Cybersecurity pitfalls across AI generated alternative software also further validate the value of established B2B SaaS models. Some of the key drivers of growth for this financial year have been delivered by technology companies across the Calculus VCT technology portfolio. ## Dividends I am pleased to report that the Company has once again delivered on its target annual dividend yield. The first dividend paid in this financial period of 1.81p per eligible Ordinary shares was paid on 2 October 2025. The interim dividend for the financial year ended March 2026 of 1.13p per eligible Ordinary shares was paid on 25 March 2026. The cumulative dividends received by shareholders relating to the financial year ended 31 March 2026, will be 2.82p once the final dividend is paid in October 2026, equating to a total annual dividend yield of 5% (2025: 6.62%). This dividend yield is supported by the portfolio company exits delivered throughout the financial year, in particular Rota Geek and Thanksbox. The realised profits secured from these exits can be partially used to sustain the Calculus VCT dividend yield. Shareholder feedback on splitting dividends across two annual instalments remains overwhelmingly positive. The Board are pleased to declare the final dividend of 1.69p for the financial year ended 31 March 2026 is to be paid to shareholders on the 2 October 2026. Shareholders on the register as of 3 September 2026 will be eligible for the dividend. As intended, the Company’s dividend policy is capitalising on the tax-free distribution available under the VCT legislation, and providing a regular income stream to shareholders. ## Venture Capital Investments Calculus Capital Limited (The Investment Manager) manages the portfolio of Venture Capital Trust (VCT) qualifying investments made by the Company. The Company invested £3.78 million in four new investments and £1.78 million in five follow-on investments (excluding investments into the liquidity funds) during the year ended 31 March 2026. New and follow-on investments are discussed further in the Investment Manager’s review. ## Issue of New Ordinary shares The Company issued just over 17.7 million new ordinary shares in the financial year to 31 March 2026 at an average issue price of 57.68 pence per share. This is compared to 16.2 6 --- million of new shares issued in the previous financial year. This increase reflects the growing popularity and accelerated fundraising of the Calculus VCT. The capital raised during the financial year will be used to further grow and diversify the Calculus VCT portfolio, and support existing portfolio companies which have achieved pre-determined growth milestones with follow-on investment. ## Share buyback During the year, 2.68 million shares were bought back for cancellation at no more than 5 per cent discount to the latest published NAV at time of the buy-back. This was spread across 3 separate buy backs. In keeping with its policy of returning funds to shareholders, the Company will continue to consider and assess opportunities for buybacks in the coming financial year. The total shares bought back represented 3.16 per cent of the weighted average number of shares in issue during the year ended 31 March 2026. The Company has agreed to continue to make timely and consistent buybacks to ensure shareholders can liquidate their holdings throughout the year, and to manage the share price discount to the NAV. Feedback from both shareholders and advisers remains very positive regarding the frequency, accessibility, and ease of participating in the Company's share buybacks. ## Performance fee Despite continued positive performance and growth across the portfolio during the financial year, the strict annual performance hurdle was not met in order to activate the performance fee awarded to the Investment Manager. The performance fee structure continues to closely align the interests of shareholders and the Investment Manager. | Date | Number of ordinary shares bought back | Percentage of issued share capital at that date | Cost of shares bought back (£) | | --- | --- | --- | --- | | 05-Jun-25 | 1,272,463 | 1.59% | £677,000 | | 14-Oct-25 | 707,389 | 0.83% | £384,000 | | 21-Jan-26 | 700,804 | 0.78% | £375,000 | ## Change in Directorship As previously announced, John Glencross stepped down from the Board at the year-end. On behalf of the Board, I would like to thank John for his long and highly valued contribution to the Company. We are pleased that he continues in his role as Chief Executive of the Manager, ensuring continuity in the execution of the Company's investment strategy and maintaining strong alignment between the Board and the Manager. Subsequent to the year-end, we were delighted to welcome Alexander Crawford to the Board as a Non-Executive Director with effect from 1 April 2026. Alexander brings significant investment experience and a deep knowledge of the Manager, which will further strengthen the Board as the Company continues to pursue its long-term objectives. ## Developments Since the Year End Since the financial year ended 31 March 2026, I am pleased to report that the Calculus VCT portfolio has continued to grow. In April 2026, the Company completed multiple follow-on investments, including a £300,000 convertible loan note investment in Optalitix and a £100,000 investment into Censo Biotechnologies. In May 2026, the Company invested £50,000 in existing portfolio company Smartr365 to support a larger funding round. Subsequent to the year end, on 8 May 2026, the Company completed a £1.4 million investment in Edify, a business which provides software to help food and hospitality operators manage kitchen operations, recipes, ingredients and stock more efficiently, reducing administrative burden and improving profitability. In addition to portfolio activity, the Company deployed £1.5 million into liquidity funds across three transactions in April 2026 and a further £1.2 million to support cash management and future investment capacity. On the 22 April 2026, the Company successfully bought back 722,000 ordinary shares for cancellation at no more than a 5 per cent discount to the latest published NAV. Continued share buybacks demonstrate the Company's commitment to providing shareholder liquidity. Further to a successful fundraising period, £3.23 million of new shares were issued on 2 April 2026, comprising 5,718,593 shares at 55.44 pence per share. This final allotment for the 2025/26 tax year concluded a record tax-year fund raise for Calculus VCT with £10.3m raised in the financial year-ended 31 March 2026. The Company raised a further £0.3m in June 2026, comprising of 510,889 new shares at 57.17 pence per share. 7 --- ## Outlook We are encouraged by the stage of maturity now reached by the Company and its underlying portfolio. Built on a well-diversified base and a disciplined, proven investment strategy, the portfolio continues to deliver consistent growth for shareholders. We are confident this momentum can be sustained in future years. This stability has also been recognised by the market, as reflected in a record fundraise during this financial year. The 2025 Autumn budget was impactful from a tax efficient investing perspective. We saw some material changes to tax efficient legislation, including the reduction in the upfront income tax relief available through VCT investing. This adjustment was unexpected and is the first change in the income tax relief accessible through VCTs since 2006. The rationale driving this change broadly centred around rebalancing investor interest across the Enterprise Investment Scheme (EIS) and VCT product set. The change was met with a comparison to 2006, when the income tax relief available through VCT investing was reduced from 40% to 30%. The immediate impact on fundraising was significant with a 65% year on year decline. While such comparisons are understandable when assessing the potential effect of the recent change, it is important to acknowledge the full context of each scenario. The reduction in 2006 was made alongside an increase in the minimum holding period for tax relief qualification from 3 to 5 years. VCTs have also had a further 20 years to establish themselves as a reliable investment product, providing unique access to exciting early-stage private companies, and serving as a key diversifier within a traditional asset based portfolios. This has attracted a loyal investor base who understand the benefits of the periodic recycling of their VCT holdings. It is also important to recognise the higher tax burden investors face today compared with 20 years ago, alongside the limited availability of alternative tax-efficient investment vehicles to help mitigate this increased pressure. For these reasons we are not overly concerned with the change in income tax relief, and remain confident in the future fundraising for the Company. The 2025 Autumn Budget also introduced material increases to the lifetime limits on tax-efficient capital which individual companies can receive. Effective 6 April 2026, the UK government doubled the lifetime investment limits for companies utilising the EIS and VCTs. We see these as very positive changes, allowing the Company to support the existing portfolio for longer, and secure higher multiple exits from larger more established investee companies. We also remain confident in the Company's ability to continue to provide meaningful exits across the portfolio. These exits provide the liquidity for future dividend streams, and liquidity to investors through the Company's share buy-back policy. Overall, this financial year has been another successful one for the Company. Growth and income have been delivered to shareholders, while new and follow-on investments have positioned the Calculus VCT portfolio well to continue this trajectory. **Jan Ward, Chairman** **29 July 2026** 8 --- Mason Potter Founder of Grateful ## Manager’s Review The Company, through its Investment Manager, Calculus Capital Limited (“Calculus Capital”), invests in a diverse portfolio of established UK growth companies. The investments aim to support those companies to grow, innovate and scale while simultaneously achieving long-term returns. Calculus Capital’s success is underpinned by a disciplined investment process, strong risk management and very close monitoring of and partnerships with the portfolio companies. ### Results For the Year The financial year ended 31 March 2026 has been another successful year for the Calculus VCT. The year has delivered a positive total return for shareholders, supported by a regular tax-free dividend stream that provides an alternative source of portfolio income for investors. These dividends have been supported by profitable exits across the portfolio, specifically Rota Geek and Thanksbox, two Companies from the B2B Technology sector of the Company’s investment strategy. These exits come at a challenging time for realisations in the UK private equity market, further emphasising the importance of an experienced investment team with the ability to deliver consistent portfolio company exits and recycle cash back into the portfolio. Notably, the year closed with an uplift in value across 12 companies, contributing to a net 11% growth across the Company’s qualifying venture’s portfolio. In addition, shareholders who had held their investments for more than the required five-year period have benefited from regular share buy-backs conducted at a fixed 5% discount to NAV. These outcomes underscore the value created for Calculus VCT shareholders across this period, driven by a combination of growth, income, and liquidity. Calculus VCT 2026 9 --- The largest positive valuation uplift across the qualifying portfolio came from the B2B SaaS company Quai Administration. During the financial year we are pleased to report continued strong growth across the portfolio company, with several new clients added through 2025. A notable milestone during the year was the completion of a complex migration of 126,000 ISA and Junior ISA accounts on behalf of The Children's ISA, a specialist provider of children's savings products, onto Quai's platform. The migration was completed in seven months, approximately half the industry average, and included the bulk transfer of cash and asset holdings. The year also saw the appointment of Tim Sargisson as Chair, bringing extensive leadership experience across adviser networks, platforms, and wealth management businesses, and strengthening the group's governance and industry engagement as it continues to scale. This recent success was reflected in the valuation of Quai, contributing £1.554m to the Company's Net Asset Value. Quai is the Company's joint largest qualifying holding, representing 6.4% of the Calculus VCT's NAV, making this a meaningful uplift. Optalittix, also highlighted in the previous Calculus VCT annual accounts, has delivered another year of growth. Optalittix offers low-code SaaS products to insurers and financial institutions, transforming Excel-based processes into robust online systems. The year saw a successful expansion into the reinsurance market and the procurement of a new client base, including Pool Re, the UK Government back terrorism reinsurer and Intermont, a Dutch MGA within Acrisure Group, a multi-billion-revenue global insurance business. Landing clients of this standing and magnitude strengthens the company's growing market reputation and adds to its already impressive annual recurring revenue. The success over this period was reflected in the valuation of Optalittix, contributing an additional £0.403m to the Company's Net Asset Value. Performance has also been supported by the creative portion of the portfolio, further highlighting the benefits and importance of sector diversification. Riff Raff Entertainment Limited (Riff Raff) has enjoyed another year of growth, adding £0.702m to the Company's NAV. Following a period of team expansion in 2026, Riff Raff continues to invest in its people alongside its project slate, reflecting a deliberate strategy to strengthen its creative and production capabilities. Riff Raff is supported by first-look partnerships with Anton (for films) and Studio TF1 (for television), providing a strong foundation for its development activities. It continues to build a diverse, writer-driven slate and is planning to expand internationally through a prospective Los Angeles office. This growth and momentum is reflected in the Calculus VCTs carrying value. The creative section of the portfolio continues to drive performance, with an aggregated carrying value at 70% above investment cost since inception. A more recent investment contributing to growth across the qualifying portfolio is the investee company Tagomics. The Calculus VCT first invested in Tagomics in February 2024, acting as lead investor in a £6.7 million funding round. The company represented an exciting addition to the life sciences and healthcare segment of the portfolio. Launched in July 2020 in the UK as a spin out from University of Birmingham, Tagomics has solidified its role in precision diagnostics through its proprietary Interface™ multiomics platform. Its platform integrates genomics, epigenomics, and fragmentomics to identify disease-related DNA biomarkers through a single, efficient workflow. Following strong commercial and operational progress, including the acquisition of several key new clients, new collaborations with major pharmaceutical companies, and significant initial revenue from its newer organ health toxicology segment, the company's carrying value was marked up to reflect these material achievements and milestones reached during Calculus VCT's financial year. This mark up provided a further £0.548m gross uplift to the Company NAV. Previous annual accounts have addressed a sustained period of suppressed investor sentiment towards the Alternative Investment Market (AIM) and the subsequent struggling valuations of AIM listed companies. During the year of the Company's financial year the FTSE AIM All Share provided modest returns, but materially lagged the wider UK public markets. The Calculus VCT has very limited exposure to AIM, with the life sciences portfolio company Arecor now the only qualifying holding. During this period the Arecor share price contributed £0.101m of uplift to the Company NAV. The Calculus investment team believe Arecor remains undervalued, primarily driven by the central investor attitude towards AIM. As is typical in a diversified portfolio of early-stage companies, some valuation reductions were recorded during this period. The most significant reductions from the qualifying portion of the portfolio came from Home Team Content, IPV, Tozaro, Blu Wireless, Smartr 365 and Invius. No portfolio companies were completely written off to a carrying value of zero during this financial year. Home Team Content is a UK-based film and television production company established in 2021 by acclaimed and experienced producers Dominic Buchanan and Bennett McGhee. The company focuses on supporting underrepresented voices, with a strong emphasis on filmmakers of colour and women from all backgrounds. The reduction in holding value for this period reflects the challenges experienced in converting several development-stage projects into realised revenues within an expected timeframe. While progress continues to be made across the production slate, the timing of commercialisation has been slower than initially anticipated, which has impacted the overall value in the near term. Applying a wider lens, the company's holding value remains above cost; however, the period saw some loss of momentum in the earlier stages of growth. IPV is a provider of media asset management software to the global broadcast, corporate and sports industries. The continuing consolidation in the broadcast industry has created considerable disruption among a number of IPV's clients. Regrettably, in Q2 2026, the company was informed by its largest customer, which had used the platform for more than ten years, that it would not renew its subscription at the end of the current term due to an internal consolidation of 10 --- platforms. This will result in a material reduction in revenue and has necessitated a restructuring of the company's operations. Despite continued improvements to the product and platform functionality, the loss of the company's largest client represents a material event and required a corresponding adjustment to the company's carrying value. Invizius is a clinical-stage biotechnology company spun out of the University of Edinburgh in 2018. The company was originally developing innovative complement modulation therapies to reduce life-threatening inflammation in patients receiving renal replacement therapy. However, its complement modulation therapies have wide applicability. During this period, the Invizius made meaningful scientific and commercial progress despite an increasingly constrained cash position. However, the carrying valuation has been reduced during this period to reflect the company's near-term cash position. New investment will be required to sustain the company's cost base going forwards. This mark down represents a £0.34m adjustment to the Calculus VCT NAV. A mark down in valuations across 12 portfolio companies contributed to a £3.836m drag on the Company NAV. However, this was absorbed by the £4.864m valuation uplift across 12 portfolio companies, providing net growth of £1.028m across the qualifying venture portion of the Company's portfolio. The financial year ended 31 March 2026 was also a successful year from deployment perspective. The existing portfolio was supported by an additional £1.78 million worth of follow-on investments. This capital is allocated to companies that have exceeded the clear milestones set out in the Investment Committee papers at the time of the initial investment. All follow-on investments are subject to further due diligence, an additional Investment Committee paper, and formal approval from the Committee. Four new investee companies were also added to the portfolio, branching both the technology and healthcare & life sciences sectors of the investment strategy. A total of £3.78m was invested into these new companies. Following a period of valuation adjustments, primarily driven by a more challenging M&A market for UK private companies, we have experienced a healthy pipeline of new investment opportunities at sensible and realistic pre-money valuations. This is reflected in the quality of the new investee companies added to the portfolio in this financial year. A year of relative inflationary stability, following the disruption caused by post-Covid monetary policy, created selective exit opportunities during the financial year. Although exit conditions remained sub-optimal, primarily due to the fallout of increased borrowing costs, the experience of the Calculus investment team allowed the Calculus VCT to capitalise on the success of certain portfolio companies, and convert unrealised valuation gains into realised cash proceeds. Rota Geek Ltd, a provider of AI-driven workforce management and scheduling software, was sold to ELMO Group, an Australia-based HR technology provider. Rota Geek was the sixth-largest holding in the Calculus VCT portfolio as at the financial year ended March 2025, and represented the second-largest investment by initial cost. The exit generated a 1.3x multiple on cost for the Calculus VCT, returning just under £2 million of proceeds to the portfolio. Thanksbox (Mo), an employee engagement and recognition platform, was acquired by UKG, a U.S.-based global AI platform unifying HR, payroll, and workforce management. For the Calculus VCT, which invested in 2020, the exit generated a 1.51x return on investment cost and delivered £1.55 million in cash proceeds to the portfolio. These relatively modest returns are encouraging in the context of challenging exit conditions and have helped maintain profitable capital flows through the portfolio for shareholders. We entered 2026 with optimism about the M&A market and its potential impact on the Calculus VCT portfolio. However, this sentiment was dampened by conflict in the Middle East and the subsequent inflationary pressures caused by the global energy crisis. Nevertheless, the exit pipeline of the portfolio remains promising. We are confident that the aforementioned global events only temporarily paused and delayed potential exits. The previous annual accounts discussed the immediate and future influence and impact of AI on the Calculus VCT portfolio. A year is a very long time in the world of AI advancements, and regular reassessments are necessary to ensure opportunities are optimised and concerns managed. Q1 2026 saw a notable decline in public market technology valuations, particularly across SaaS businesses, amid concerns that AI could reduce reliance on expensive subscription software. Although markets have since recovered, the sentiment remains relevant and has highlighted where the true value of SaaS businesses lies. Enterprise SaaS platforms solve operational challenges, improve productivity and hold years of proprietary customer data that AI models cannot easily access or replicate. Cybersecurity risks associated with AI-generated alternatives further support the value of established B2B SaaS models. Despite this period of acute volatility, the Calculus VCT technology portfolio has remained resilient, with a carrying value 25% above cost as of 31 March 2026. Listed comparable company valuations are considered as part of the investment team's valuation policy; however, other methodologies are also applied to ensure valuations accurately reflect the fundamentals of each investee company. The 2025 Autumn Budget introduced several noteworthy legislative changes, which came into effect in April 2026, shortly after the Calculus VCT financial year end. Much attention has focused on the reduction in income tax relief available through VCTs. While only time will tell the full impact on investor appetite, we remain confident that the revised 20% income tax relief, alongside a dependable tax-free dividend stream and CGT free growth, will continue to support investor demand. The doubling of the limits on tax-efficient capital available to investee companies is also a meaningful change. This should enable greater support for companies that have achieved pre-determined growth milestones, while improving their ability to attract potential acquirers or later-stage secondary funding rounds as they mature, potentially accessing higher exit multiples. 11 --- # NAV Breakdown The net assets of £52.21m break down as follows: During the year, the Company made ten qualifying investments, seeking to develop its diversified portfolio. These included four new investments and five follow-on investments in existing portfolio companies. | Asset class | NAV (£000s) | % of NAV | Number of investee companies/funds | | --- | --- | --- | --- | | Unquoted company investments | 37,754 | 72% | 36 | | Quoted company investments | 377 | 1% | 2 | | Liquidity Fund Investments | 10,685 | 20% | 3 | | Other net assets | 3,398 | 7% | N/A | | **Total** | **52,214** | **100%** | **41** | ## New Investments | Investments | Date | Sector | Investment cost £'000 | Website | | --- | --- | --- | --- | --- | | Ensilicated Technologies Limited | August 2025 | Healthcare | 753 | https://www.ensilitech.com/ | | Trogenix Limited | October 2025 | Healthcare | 990 | https://trogenix.com/ | | GRTFL Limited | October 2025 | Technology | 687 | https://grateful.net/ | | ResurrectBio Limited | January 2026 | Technology | 1,348 | https://www.resurrect.bio/ | ## Ensilicated Technologies Limited ('Ensilitech') EnsilTech is a Bristol-based biotechnology company, spun out of the University of Bath in 2022. It developed Ensilication, a patented platform technology that encases thermally unstable biomolecules within a protective silica network, enabling vaccines, antibodies, and other biopharmaceuticals to be stored and transported at temperatures up to +50°C without reliance on costly cold-chain refrigeration and logistics. The Company has secured multiple paid proofs of concept and is building a pipeline of partnerships with global pharmaceutical and animal health companies, demonstrating early but tangible commercial traction. To date, EnsiliTech has raised over £5m in investment funds and over £3m in non-dilutive grants, signed multiple commercial contracts, and won over 30 regional, national, and international awards. ## Trogenix Limited Trogenix Ltd is a pioneering clinical-stage oncology company specialising in precision genetic medicines targeting aggressive solid tumours, starting with brain cancer. Founded in 2023 as a spin-out from the University of Edinburgh, based on Professor Steve Pollard's research, Trogenix's proprietary Odysseus® platform employs Synthetic Super-Enhancers (SSEs), engineered DNA elements activated in diseased cells, to deliver combination therapies directly to tumour cells via adeno-associated virus vectors. The proprietary Odysseus® platform uses machine learning to identify transcription factor targets and refine SSE design, expediting candidate discovery. In October 2025, Trogenix raised £70m in Series A funding, led by IQ Capital and supported by Eli Lilly, 4BIO, Cancer Research Horizons, and other specialised investors, reflecting strong validation of the platform. ## Grateful Limited ('GRTFL') GRTFL, trading as Grateful, is an automated tipping and tronc management platform serving the hospitality sector. The Company's software enables operators to distribute tips fairly and transparently, while giving frontline workers direct access to their earnings in a compliant, frictionless way. Calculus invested £1.5m in October 2025 as the Company's lead institutional backer. Since investment, Grateful has performed well and the valuation has been marked up to reflect the company's continued strong growth trajectory. The platform had over 50,000 workers active at the time of investment, supported by growth in excess of 400% year-on-year, and that momentum has been maintained through the period. Named customers include Pho, Busaba, Vapiano, Radisson Hotels, Carluccio's and the Michelin-starred Ikoyi, spanning both large group operators and premium independents. 12 --- ## ResurrectBio Limited ('Resurrect Bio') Resurrect Bio is a London-based agricultural biotechnology company that equips crops with durable, chemical-free disease resistance by identifying and restoring innate immunity genes that pathogens have suppressed. Spun out of The Sainsbury Laboratory and co-founded by Professor Sophien Kamoun, Professor Tolga Bozkurt, and Dr. Cian Duggan, the Company operates at the intersection of computational biology, gene editing, and crop science, with the ambition of providing the seed industry with a sustainable alternative to agrochemical crop protection. The Company is in active discussions with additional prospective partners, and the pipeline of commercial interest continues to grow. The management team, led by Dr Duggan, has demonstrated both scientific credibility and clear commercial execution, and the business is well-positioned to expand its partnership base in the period ahead. ## Follow-on Investments | Investments | Date | Sector | Investment cost £'000 | Website | | --- | --- | --- | --- | --- | | Laverock Therapeutics Limited | June 2025 | Healthcare | 107 | https://www.laverocktx.com/ | | Riff Raff Entertainment Limited | June 2025 | Entertainment | 500 | https://riffraffentertainment.com/ | | Invizius Limited | July 2025 | Healthcare | 139 | https://www.invizius.com/ | | Quai Administration Services Limited | August 2025 | Technology | 500 | https://quai-digital.co.uk/ | | Engaging Works Holding Limited | September 2025 | Technology | 538 | https://workl.com/ | *Please note, the above table does not include any deposits made into the Company's liquidity funds, conversion of loan notes or share for share exchange transactions* ## Laverock Therapeutics Limited ('Laverock') Laverock is developing advanced, disease-responsive therapies using its proprietary GEIGS® programmable gene-control platform. This platform enables tunable, multiplex gene silencing with minimal editing of the cell's non-coding RNA pathways. The Company's primary focus is oncology, with leading programmes in CAR-T cell therapy and iPSC-derived macrophage therapy targeting solid tumours, where current treatments are limited. Laverock continued to expand its partnership pipeline. A notable collaboration with ReNeuron was announced in January 2026, combining Laverock's miRNA gene silencing platform with ReNeuron's CustomEX™ exosome-based delivery technology to help validate in vivo gene therapy applications and broaden the platform's potential. In October 2025, Laverock received a £0.5m Biomedical Catalyst grant from Innovate UK, providing non-dilutive funding and external validation of its scientific approach. ## Riff Raff Entertainment Limited ('Riff Raff') Riff Raff's Black Rabbit, an eight-part drama starring Jude Law and Jason Bateman (who also directs), debuted on Netflix in Autumn 2025, where it performed strongly, ranking as the second most-watched show globally and reaching number one in the United States. Black Rabbit represents a significant milestone for Riff Raff as its first fully originated episodic television production, highlighting the company's continued evolution and growing capability in premium TV content. The Company is supported by first-look partnerships with Anton (for films) and Studio TF1 (for television), providing a strong foundation for its development activities. It continues to build a diverse, writer-driven slate and is planning to expand internationally through a prospective Los Angeles office. As a result of these successes, securing key development and financing partnerships, several years of brand-building and plans to grow its international footprint, Riff Raff is perfectly positioned to enter its next stage of development. ## Invizius Limited ('Invizius') Invizius is a clinical-stage biotechnology company spun out of the University of Edinburgh in 2018. The Company's initial focus was on developing innovative complement modulation therapies aimed at reducing life-threatening inflammation in patients undergoing renal replacement therapy. The Company's flagship asset, HGuard®, is a patented fusion protein intended to enhance the immune system's natural regulatory mechanism—Factor H—to suppress harmful inflammatory responses. The technology was designed to improve patient outcomes and lessen complications associated with complement-related diseases, with potential applications in the manufacturing of Factor H as well. Over time, the Company has achieved some scientific and commercial milestones, including the generation of new intellectual property. However, progress has been limited by the cash available to the business over the last few years coupled with the long lead times of potential partnerships. 13 --- ![img-1.jpeg](img-1.jpeg) EnsiliTech lab Ensilicated Technologies Limited ## Engaging Works Holding Limited ('WorkL') WorkL is an employee engagement and workplace happiness platform that helps organisations measure, benchmark, and improve employee sentiment. The platform's proprietary data asset, now spanning over 120,000 organisations and more than one million employee surveys, underpins its position as a leading authority in workplace analytics. The company's high-profile media partnerships, most notably with the Sunday Times, remain central to its commercial model and brand recognition. The most significant strategic development in the period was the launch of a partnership with The Washington Post, naming WorkL as the data and methodology partner for the Washington Post Best Places to Work 2026 awards. This represents WorkL's most prominent entry into the United States market to date and materially extends the company's geographic reach. The survey window is open through to September 2026, with winners to be published in The Washington Post. Separately, the Sunday Times Best Places to Work UK 2026 programme closed in March 2026, with results scheduled for announcement in May 2026. WorkL's media partnership network now spans twelve active awards programmes across the UK, US, UAE, South Africa, Ireland, Australia, India, the Philippines, Egypt, Kenya, and Luxembourg. ## Quai Administration Services Limited ('Quai') Quai provides platform technology combined with back-office administration services for the high-volume personal savings industry. In August 2025 the Calculus VCT participated in a £1 million equity funding round, sourced primarily from existing shareholders, to support continued growth. The period also saw the appointment of Tim Sargisson as Chair, bringing extensive leadership experience across adviser networks, platforms and wealth management businesses, and strengthening the group's governance and industry engagement as it continues to scale. 14 --- ## Investment Diversification at 31 March 2026 ### Sectors by investment cost ![img-2.jpeg](img-2.jpeg) Consistent with the Company's investment strategy, the portfolio remains concentrated, in three principal sectors: Technology, Healthcare, and Media & Entertainment. Collectively, these sectors represent 95% of the Company's portfolio. Legacy investments (in a VCT context) are investments made before the current VCT qualifying investment rules came into effect and which continue to be held in the portfolio ### Sectors by Market Value ![img-3.jpeg](img-3.jpeg) The portfolio remains well diversified by sector, with Technology representing the largest allocation at 50% of market value. This reflects the Manager's continued focus on scalable, high-growth businesses driven by innovation and software-led models. Healthcare and Media & Entertainment each account for 25% of the portfolio, providing balance through exposure to defensive growth and creative industries. The absence of any legacy holdings highlights the ongoing evolution of the portfolio into a more streamlined, growth-oriented investment base. 15 --- ## Performance of portfolio compared to cost ![img-4.jpeg](img-4.jpeg) The majority of the portfolio (63%) is valued above its original cost, representing a positive indicator of performance and underscoring the Company's track record of delivering strong long-term total returns, with a further 29% held at cost. ## Industry split of investments by cost and value ![img-5.jpeg](img-5.jpeg) A comparison of sector-level investment cost and market value shows an uplift across all three core sectors that underpin the Company's investment strategy, partially offset by lower valuations within legacy holdings. 16 --- ## Cost and value per investment instrument ![img-6.jpeg](img-6.jpeg) The 'Interest generated' shown in the chart represents £514k of income derived during the year from the Company's loan book and liquidity funds. Two of the liquidity funds provide regular monthly income distributions, while the third adopts an accumulation strategy and has delivered a return of 12.7% above cost, supporting overall portfolio performance. ## NAV, dividends & buyback ![img-7.jpeg](img-7.jpeg) 17 --- # Investment Portfolio ## Largest holdings by value Three of the Company's ten largest investments are currently in liquidity funds. Details of the ten largest qualifying investments and of the liquidity funds are set out below. | Investments | Book Cost £'000 | Valuation £'000 | % of investment portfolio | | --- | --- | --- | --- | | **Top 10 Equity Investments** | | | | | Riff Raff Entertainment Limited | 1,374 | 3,347 | 6.9 | | Quai Administration Services Limited | 1,532 | 3,342 | 6.9 | | Brouhaha Entertainment Limited | 1,331 | 2,862 | 5.9 | | Optalitix Limited | 1,347 | 2,765 | 5.7 | | Oxford BioTherapeutics Limited | 350 | 1,934 | 4.0 | | Fiscal Technologies Limited | 768 | 1,862 | 3.8 | | The Booked It Group Limited | 1,570 | 1,570 | 3.2 | | Tagomics Limited | 909 | 1,548 | 3.2 | | ResurrectBio Limited | 1,348 | 1,348 | 2.8 | | IPV Limited | 1,330 | 1,334 | 2.7 | | **Quoted Investments** | | | | | Arecor Therapeutics plc | 833 | 287 | 0.6 | | **Other Unquoted Equity Investments** | | | | | Engaging Works Investments Limited | 1,204 | 1,288 | 2.6 | | Censo Biotechnologies Limited | 1,051 | 1,176 | 2.4 | | Laverock Therapeutics Limited | 1,176 | 1,176 | 2.4 | | Blu Wireless Technology Limited | 833 | 1,175 | 2.4 | | Home Team Content Limited | 786 | 1,097 | 2.3 | | Notify Technology Limited | 860 | 1,050 | 2.2 | | Trogenix Limited | 990 | 990 | 2.0 | | Maven Screen Media Limited | 798 | 853 | 1.7 | | Open Energy Market Limited | 200 | 774 | 1.6 | | Tozaro Limited | 982 | 754 | 1.5 | | Ensilicated Technologies Limited | 753 | 753 | 1.5 | | Grateful Limited | 687 | 732 | 1.5 | | Wonderhood Limited | 441 | 723 | 1.5 | 18 --- | Investments | Book Cost £'000 | Valuation £'000 | % of investment portfolio | | --- | --- | --- | --- | | **Other Unquoted Equity Investments (continued)** | | | | | Arctic Shores Limited | 609 | 609 | 1.2 | | Raindog Films Limited | 846 | 604 | 1.2 | | Wazoku Limited | 720 | 497 | 1.0 | | Smartr365 Finance Limited | 743 | 481 | 1.0 | | C4X Discovery Holdings plc | 598 | 376 | 0.8 | | Huma Therapeutics Limited | 262 | 264 | 0.5 | | Evoterra Limited | 1,215 | 200 | 0.4 | | **Investment** | | | | | **Other*** | 2,521 | 360 | 0.7 | | **Quoted Funds** | | | | | Aberdeen Sterling Liquidity Fund | 3,607 | 3,607 | 7.4 | | Goldman Sachs Liquidity Fund | 3,605 | 3,605 | 7.4 | | Fidelity Sterling Liquidity Fund | 3,082 | 3,473 | 7.1 | | **Total Investments** | **41,261** | **48,816** | **100.0** | *All individual investee companies with a market value of less than £0.15 million have been grouped together as 'Other' Calculus Capital Limited manages the portfolio of qualifying Investments made by the Company. To maintain its qualifying status as a VCT, the Company was required to maintain greater than 80 per cent of its investments in qualifying Investments by the end of the relevant third accounting period and to maintain it thereafter. At 31 March 2026, the qualifying percentage for the relevant funds was 93.8 per cent (2025: 90.2 per cent). 19 --- ![img-8.jpeg](img-8.jpeg) ## Riff Raff Entertainment Limited ('Riff Raff') **Riff Raff is a TV and film production company founded by Academy Award® nominated actor Jude Law and his creative partner Ben Jackson and run by experienced media executive Stephen Fuss.** Riff Raff's *Black Rabbit*, an eight-part drama starring Jude Law and Jason Bateman (who also directs), debuted on Netflix in Autumn 2025, where it performed strongly, ranking as the second most-watched show globally and reaching number one in the United States. *Black Rabbit* represents a significant milestone for Riff Raff as its first fully originated episodic television production, highlighting the company's continued evolution and growing capability in premium TV content. Key upcoming projects include The Foreign Desk, a timely geopolitical thriller that has been acquired by Amazon, and The Untitled Sharon Horgan Project, which continues to advance steadily and is being targeted for release in 2027. Each of these projects is expected to play an important role in enhancing the company's track record of delivering high-quality productions, while also strengthening its commercial profile. The Company has a number of additional promising projects in development that are generating interest from industry partners, further supporting the depth of its pipeline and future growth potential. Following a period of team expansion in 2026, Riff Raff is continuing to invest in its people alongside its project slate, reflecting a deliberate strategy to strengthen its creative and production capabilities. This approach is intended to enhance the company's ability to originate, develop and deliver a broader volume of high-quality projects. The Company is supported by first-look partnerships with Anton (for films) and Studio TF1 (for television), providing a strong foundation for its development activities. It continues to build a diverse, writer-driven slate and is planning to expand internationally through a prospective Los Angeles office. As a result of these successes, securing key development and financing partnerships, several years of brand-building and plans to grow its international footprint, Riff Raff is perfectly positioned to enter its next stage of development. | **Market** | Unquoted | | --- | --- | | **Valuation Basis** | DCF, Comparable companies and Precedent transactions | | **Equity Valuation (£m)** | 19.3 | 20 --- ![img-9.jpeg](img-9.jpeg) ## Quai Administration Services Limited (‘Quai’) **Quai provides platform technology combined with back-office administration services for the high-volume personal savings industry.** The group’s modular platform enables wealth managers, adviser firms and digital investment propositions to administer ISAs, SIPPs and general investment accounts at scale, underpinned by Quai’s own technology infrastructure, FCA authorisation and back-office support. The Company now has over £3 billion of assets under administration, supports nearly 500,000 retail clients and manages more than 100,000 SIPPs. The period under review saw continued strong growth, with a number of new clients added through 2025. The mass market for consumer savings products is evolving rapidly, with a new generation of digital challengers entering the market alongside established wealth managers seeking modern, compliant infrastructure. Quai’s combination of proprietary technology, deep operational experience and full FCA permissions positions it well to serve both segments, providing the back-end systems, reporting and regulatory compliance that ISA, SIPP and GIA providers require to operate at scale. A notable milestone during the period was the completion of a complex migration of 126,000 ISA and Junior ISA accounts on behalf of The Children’s ISA, a specialist provider of children’s savings products, onto Quai’s platform. The migration was completed in seven months — approximately half the industry average — and included the bulk transfer of cash and asset holdings. In August 2025 the Calculus VCT participated in a £1 million equity funding round, sourced primarily from existing shareholders, to support continued growth. The period also saw the appointment of Tim Sargisson as Chair, bringing extensive leadership experience across adviser networks, platforms and wealth management businesses, and strengthening the group’s governance and industry engagement as it continues to scale. | **Market** | Unquoted | | --- | --- | | **Valuation Basis** | DCF, Comparable companies, Precedent transactions | | **Equity Valuation (£m)** | 24.7 | 21 --- ![img-10.jpeg](img-10.jpeg) ## Brouhaha Entertainment Limited ('Brouhaha') **Brouhaha Entertainment is an Anglo-Australian production company co-founded by industry professionals Troy Lum, Andrew Mason, and Gaby Tana.** The Company had a productive year in 2025-26, marked by the release of Dangerous Animals, which received a positive reception at the Cannes Film Festival. In addition, two further feature films completed principal photography during the year, with releases scheduled for 2026. These were Switzerland, starring Helen Mirren, which is expected to premiere at the Venice Film Festival, and Spa Weekend, starring Isla Fisher. During the year, founding partner Gaby Tana stepped away from the business to pursue other projects. Her departure has materially reduced the cost base of the UK operations. To support continued growth and maximise production opportunities across Europe, the Company intends to recruit a senior TV development executive in the UK. Following the success of the award-winning television series Boy Swallows Universe in 2024, Brouhaha is set to produce another TV series based on a different novel by the same author, with full production anticipated to commence in early 2027 financed by the Australian TV channel ABC with multiple offers to handle international distribution. Another, potentially returnable, TV series is also scheduled to enter production in April 2027. The series has been greenlit by Stan in Australia, with Fifth Season attached as the international distributor. Whilst Brouhaha has an exciting slate, comprising both multiple TV and feature film projects, Gaby Tana's exit reduced the overall size of the business. We have, therefore, reduced the enterprise value of the Company, but our increased percentage holding following Gaby's exit means the overall value of our investment has risen. | **Market** | Unquoted | | --- | --- | | **Valuation Basis** | DCF, Comparable companies, Precedent transactions | | **Equity Valuation (£m)** | 11.5 | 22 --- ![img-11.jpeg](img-11.jpeg) ## Optalitix Limited ('Optalitix') **Optalitix offers low-code SaaS products to insurers and financial institutions, transforming Excel-based processes into robust online systems.** Optalitix continues to perform well, with the period marked by meaningful commercial progress and a strengthening strategic position in the global insurance technology market. The Company's low-code SaaS platform, which enables insurers, reinsurers and financial institutions to migrate Excel-based pricing and underwriting processes to the cloud, is achieving increasing adoption across both the London Market and continental Europe. The most significant development of the period was the expansion of Optalitix Quote into reinsurance, adding treaty and facultative pricing capabilities including IBNR projections, catastrophe data integration and API quote ingestion. Pool Re, the UK Government-backed terrorism reinsurer, was an early adopter and wrote over £250 million of business through the new platform in its first three months of operation, providing a high-profile reference case in a market segment where scalable cloud-based underwriting tools remain scarce. This was followed in January 2026 by Intermont, a Dutch MGA within the Acrisure group, selecting Optalitix Quote and Models as its replacement for Excel-based underwriting. Optalitix's approach to artificial intelligence is notable for its regulatory awareness. Rather than deploying opaque predictive models, the Company's architecture is designed to ensure pricing decisions are transparent and auditable, which is important as regulators increase scrutiny of algorithmic pricing across insurance markets. The partnership with Quantee, announced in January 2026, extends AI-powered dynamic pricing capabilities into motor, home and travel insurance, broadening the addressable market beyond the Company's existing specialty base. The valuation increase reflects this commercial trajectory and the company's increasingly clear strategic positioning as a consolidation point for insurers seeking to modernise pricing infrastructure at scale. | **Market** | Unquoted | | --- | --- | | **Valuation Basis** | DCF, Comparable companies, Precedent transactions | | **Equity Valuation (£m)** | 32.6 | 23 --- ![img-12.jpeg](img-12.jpeg) ## Oxford Biotherapeutics Limited ('OBT') **Oxford Biotherapeutics is a clinical stage oncology company focused on the discovery and development of first-in-class immuno-oncology and antibody drug conjugate therapies.** OBT maintains one of the world's largest proprietary cancer-specific membrane protein libraries, OGAP®-Verify, which underpins both its internal pipeline and its externally partnered programmes with major pharmaceutical companies. The last year represented a period of considerable progress for OBT across both financial and operational dimensions. The Company delivered a profitable performance in calendar year 2025, generating significant cash in the process, and expects to build further on this in 2026. This financial outcome reflects the strength of OBT's partnership-led model and the growing commercial recognition of the OGAP®-Verify platform. The primary driver of the Company's performance was the conclusion of three landmark collaboration agreements with some of the largest pharmaceutical companies in the world. In March 2025, OBT entered into a strategic collaboration with Roche, under which it will receive up to $36m in upfront payments and will be eligible for milestone payments potentially exceeding $1bn, plus royalties. In December 2025, a further multi-year, multi-target collaboration was signed with GSK, with OBT receiving undisclosed upfront payments and potentially downstream milestone payments and royalties. In April 2026, OBT announced a third major partnership, with Bristol Myers Squibb, focused on the discovery and development of next-generation T-cell engager therapies for solid tumours. The BMS collaboration notably extends OBT's role beyond target identification into the design and delivery of development candidates, reflecting the company's evolution into a fully integrated discovery and preclinical development platform. The Boehringer Ingelheim collaboration also continued to progress productively during the period, with a third drug candidate advancing into IND-enabling studies in July 2025, accompanied by a further milestone payment to OBT. | **Market** | Unquoted | | --- | --- | | **Valuation Basis** | DCF, Comparable companies, Precedent transactions | | **Equity Valuation (£m)** | 357.5 | 24 --- ![img-13.jpeg](img-13.jpeg) ## Fiscal Technologies Limited ('Fiscaltec') Fiscaltec provides a market-leading risk intelligence platform for the finance teams of mid-size public and private sector organisations. Its NXG Forensics® enterprise solution delivers continuous monitoring of transactional and supplier data, identifying fraud, errors and duplicate payments before they are released, protecting working capital for clients including BAE Systems, Kent County Council, KFC and Mitchells & Butlers. The period represented another strong year of progress for the company. In the year to November 2025 Fiscaltec delivered double-digit revenue growth alongside significant margin expansion, with EBITDA growing by nearly 100% compared to the prior year. This growth in profitability reflects the operating leverage inherent in Fiscaltec's SaaS business model, where incremental revenues are delivered with limited increases in costs. Fiscaltec's financial performance is underpinned by a long and well-established commercial track record. The company now serves over 240 enterprise customers, a base that has generated the proprietary transactional and supplier data necessary to train and validate AI models at meaningful scale. This competitive advantage directly enabled the launch, in May 2026, of what the company believes to be the world's first AI-native procure-to-pay risk intelligence platform. Built with an open architecture, the platform integrates directly into clients' existing technology ecosystems and is accessible through major AI tools including Claude, Gemini and Copilot, representing a significant step forward in the company's product capabilities and long-term competitive positioning. In October 2025, CEO David Griffiths was named a 'Top 50 One to Watch' by LDC, part of Lloyds Banking Group, in partnership with The Times, having been selected from over 700 nominations. | **Market** | Unquoted | | --- | --- | | **Valuation Basis** | DCF, Comparable companies, Precedent transactions | | **Equity Valuation (£m)** | 58.8 | 25 --- ![img-14.jpeg](img-14.jpeg) ## The Booked It Group Limited ('Booked It') **Booked It is a B2B SaaS and payments company that provides booking, ticketing, payments, marketing, CRM and loyalty software within a single hosted platform.** The company serves a range of industries including family entertainment, competitive socialising and visitor attractions, capitalising on a sustained shift in consumer behaviour towards experiences over material goods. Current clients include Lane7, The Cube, the Notting Hill Arts Club and Urban Playground. Calculus EIS and VCT funds made their initial combined investment of £2.5m into Booked It in March 2025, with the aim of accelerating the company towards its target of processing £1bn in annual booking value (i.e. the total value the consumer pays for the activity booked) for its clients. Since the investment, the company has performed well, meeting its targeted results in the year to December 2025 and in the first quarter of 2026. During the period Booked It continued to enhance its product and add new customers, while sharpening its commercial focus on key sub-sectors of the adult socialising market. Bowling has emerged as a priority vertical, where the integrated nature of the Booked It platform — combining booking, payments, loyalty and CRM in a single system — delivers significant commercial value to operators. This targeted sector strategy is expected to support both improved win rates and deeper client relationships over time. The company has also integrated AI into its software development processes and is actively exploring how artificial intelligence can further enhance its product capabilities and the end-user booking experience. The company's sales pipeline has also strengthened during the period, with several enterprise-scale, international opportunities now under active development. If converted, these could represent a step change in revenues and mark a meaningful expansion of the company's geographic footprint beyond its current client base. | **Market** | Unquoted | | --- | --- | | **Valuation Basis** | DCF, Comparable companies, Precedent transactions | | **Equity Valuation (£m)** | 14.7 | 26 --- ![img-15.jpeg](img-15.jpeg) ## Tagomics Limited ('Tagomics') **Launched in July 2020 in the UK as a spin out from University of Birmingham Tagomics has solidified its role in precision diagnostics through its proprietary Interlace™ multiomics platform.** Its platform integrates genomics, epigenomics, and fragmentomics to identify disease-related DNA biomarkers through a single, efficient workflow. Over the past six months, the company has seen strong growth, acquiring several key new clients and generating significant initial revenue from its newer organ health toxicology segment. The development of organ health toxicology marks a strategic milestone. Originally focused on early toxicity and disease biomarkers, Tagomics has evolved into a second major technological and commercial stream alongside the company's core diagnostic services. This expansion addresses a significant unmet clinical need in drug development, validating its market potential and diversifying the customer base. Client acquisitions were robust, including new collaborations with major pharmaceutical companies. These partnerships demonstrate both the scientific credibility of the Interlace™ platform and the increasing willingness of large companies to move towards newer combination technologies. Additionally, the company has invested in research and development to enhance its platform's capabilities and expand its applications, further strengthening its competitive position. Considering this commercial momentum, the company's operational maturity, and growing external interest, Tagomics' valuation has risen markedly during the period. The combination of confirmed revenue growth, an expanded product range, a pipeline of high-profile partnerships, and ongoing innovation positions the company favourably for continued expansion and further solidifies its status as a unique player in the precision diagnostics market, attracting additional attention and opening new opportunities for strategic alliances worldwide. | **Market** | Unquoted | | --- | --- | | **Valuation Basis** | DCF, Comparable companies, Precedent transactions | | **Equity Valuation (£m)** | 31.3 | 27 --- ![img-16.jpeg](img-16.jpeg) ## ResurrectBio Limited ('ResurrectBio') **Resurrect Bio is a London-based agricultural biotechnology company that equips crops with durable, chemical-free disease resistance by identifying and restoring innate immunity genes that pathogens have suppressed.** Spun out of The Sainsbury Laboratory and co-founded by Professor Sophien Kamoun, Professor Tolga Bozkurt, and Dr. Cian Duggan, the company operates at the intersection of computational biology, gene editing, and crop science, with the ambition of providing the seed industry with a sustainable alternative to agrochemical crop protection. The key element of the platform is FloraFold®, Resurrect Bio's proprietary AI technology, which models complex protein-to-protein interactions at the molecular level to pinpoint where pathogens overcome a crop's natural defences. This capability enables trait discovery up to five times faster than conventional methods and underpins the company's ability to work across virtually any crop-pathogen combination. The period under review was marked by two landmark developments that materially advanced Resurrect Bio's commercial and scientific standing. In February 2026, the Company closed an initial $8.1 million Series A funding round, led by Corteva through its Corteva Catalyst platform, with co-investment from Calculus Capital, Pymwymic and a number of specialist agricultural and life sciences investors. The proceeds are being deployed to accelerate the company's high-throughput trait discovery platform and advance multiple resistance products towards commercial partnerships. Shortly after the fundraise, Resurrect Bio announced a joint development agreement with Corteva Agriscience to target corn diseases responsible for an estimated 1.287 billion bushels of lost yield in the United States in 2025 alone. The company is in active discussions with additional prospective partners, and the pipeline of commercial interest continues to grow. The management team, led by Dr Duggan, has demonstrated both scientific credibility and clear commercial execution, and the business is well-positioned to expand its partnership base in the period ahead. | **Market** | Unquoted | | --- | --- | | **Valuation Basis** | Net present value, DCF and Comparable companies | | **Equity Valuation (£m)** | 18.4 | 28 | calculuscapital.com --- ![img-17.jpeg](img-17.jpeg) ## IPV Limited ('IPV') **IPV is a provider of media asset management software to the global broadcast, corporate and sports industries.** Its Curator platform enables companies to access, store, modify, tag and transfer video content quickly and efficiently, streamlining the creative editorial process and the delivery of content across multiple platforms. IPV has an established blue-chip client base in the broadcast industry, including Hearst, the BBC and Sky, and has successfully extended its reach into non-broadcast sectors, with clients including Manchester United, Home Depot, Blackstone and Condé Nast. The continuing consolidation in the broadcast industry has created considerable disruption among a number of IPV's clients. Regrettably, in May 2026 the company was informed by its largest customer, a satisfied user of the platform for over ten years, that due to internal consolidation of platforms it would not be renewing its subscription at the end of the current term. This will result in a material reduction in revenues and has necessitated a restructuring of the company's operations. Notwithstanding this setback significant progress has been made in other areas of the business. In April 2026 IPV announced a new collaboration with Oracle, making Curator available for deployment on the Oracle Cloud, complementing the existing partnerships with AWS and Microsoft Azure. In addition the platform now incorporates AI-driven metadata enrichment, automated content tagging and enhanced search and discovery capabilities. Curator's role as a workflow engine for generative AI, enabling media teams to connect AI tools directly to their content archives, represents a meaningful product differentiator as AI adoption accelerates across the broadcast and media sectors. Despite the ongoing improvements to the product and platform functionality, the loss of the company's largest client is a material event, accordingly we have reduced the carrying value of our holding in IPV at the most recent valuation date. | **Market** | Unquoted | | --- | --- | | **Valuation Basis** | Net present value, DCF and Comparable companies | | **Equity Valuation (£m)** | 11.3 | 29 --- # Business Review ## Company Activities and Status The Company is registered as a public limited company and incorporated in England and Wales with registration number 07142153. Its shares are traded on the London Stock Exchange. On incorporation, the Company was an investment company under section 833 of the Companies Act 2006. On 18 May 2011, investment company status was revoked by the Company. This was done to allow the Company to pay dividends to shareholders using the special reserve (a distributable capital reserve), which had been created on the cancellation of the share premium account on 20 October 2010, 1 November 2017 and 8 December 2020. ## Company Business Model The Company's business model is to conduct business as a VCT. Company affairs are conducted in a manner to satisfy the conditions to enable it to obtain approval as a VCT under sections 258-332 of the Income Tax Act 2007 ('ITA 2007'). ## Investment Policy The Company's policy is to build a diverse portfolio of Qualifying Investments of primarily established unquoted companies across different industries and investments which may be by way of loan stock and/or fixed rate preference shares as well as Ordinary shares to generate income. The Board and its Investment Manager, Calculus Capital Limited, will review the portfolio of investments on a regular basis to assess asset allocation and the need to realise investments to meet the Company's objectives or maintain VCT status. It is intended that a minimum of 75 per cent of the monies raised by the Company before being invested in qualifying investments will be invested in a variety of investments, which will be selected to preserve capital value, whilst generating income, and may include: - Fixed income securities issued by major companies and institutions, liquidity funds and fixed deposits with counterparty credit rating of not less than A minus (Standard & Poor's rated)/A3 (Moody's rated). Where investment opportunities arise in one asset class which conflict with assets held or opportunities in another asset class, the Board will make the investment decision. Under its Articles, the Company has the ability to borrow a maximum amount equal to 25 per cent of the aggregate amount paid on all shares issued by the Company (together with any share premium thereon). The Board will consider borrowing if it is in the shareholders' interests to do so. As at the year-end there were no borrowings. ## Long-Term Viability In assessing the long-term viability of the Company, the Directors have regard to the guidance issued by the Financial Reporting Council. The Directors have assessed the prospects of the Company for a period of five years, which was selected because this is the minimum holding period for VCT shares if tax relief is to be retained. The Board's strategic review considers the Company's income and expenses, dividend policy, liquid investments and ability to make realisations of qualifying investments. Where appropriate, this analysis is carried out to evaluate the potential impact of the Company's principal risks actually occurring. Based on the results of this analysis, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the five-year period of their assessment. The principal assumptions used are as follows: i) Calculus Capital Limited pays any expenses in excess of 3.0 per cent of NAV as set out on page 46 of the Accounts; ii) the level of dividends paid are at the discretion of the Board; iii) the Company's liquid investments which include cash, money market instruments and quoted shares can be realised as permitted by the Company's investment policy; iv) the illiquid nature of the qualifying portfolio. Based on the results of this analysis, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due. In making this statement the Board carried out a robust assessment of the emerging and principal risks facing the Company including those that might threaten its business model, future performance, solvency or liquidity. The procedures in place to identify emerging risks and explain how they are being managed or mitigated are set out on pages 32 to 35. In order for the future of the Company to be considered by the members, the Directors shall procure that a resolution will be proposed at the tenth annual general meeting after the last allotment of shares (and thereafter at five yearly intervals) to the effect that the Company shall continue as a Venture Capital Trust. 30 --- ## Alternative Investments Funds Directive (AIFMD) The AIFMD regulates the management of alternative investment funds, including VCTs. The VCT is externally managed under the AIFMD by Calculus Capital Limited which is a small authorised Alternative Investment Fund Manager. ## Risk Diversification The Board controls the overall risk of the Company. Calculus Capital Limited will ensure the Company has exposure to a diversified range of Qualifying Investments from different sectors. Since November 2015, the types of non-qualifying investment include: - Bonds issued by the UK Government; and - Fixed income securities issued by major companies and institutions, liquidity funds and fixed deposits with counterparty credit rating of not less than A minus (Standard & Poor's rated)/A3 (Moody's rated). ## VCT Regulation The Company's Investment Manager's investment policy is designed to ensure that it will meet, and continue to meet, the requirements for approved VCT status from HM Revenue & Customs (HMRC). Amongst other conditions, the Company may not invest more than 15 per cent (by value at the time of investment) of its investments in a single company and must have at least 80 per cent by value of its investments throughout the year in shares or securities in qualifying holdings. In addition, 30 per cent of any money raised after 6 April 2018 will need to be invested in qualifying holdings within 12 months after the end of the accounting period in which the money was raised and loan stock investments in investee companies must be unsecured and must not exceed a commercial rate of return, which in most cases HMRC interprets as a 10% return per annum over a five year period. ## Key Strategic Issues Considered During the Year ### Performance The Board reviews performance by reference to a number of key performance indicators ("KPIs") and considers that the most relevant KPIs are those that communicate the financial performance and strength of the Company as a whole, being; - Total net assets - Total return per share - Net asset value per share - Total cost of investments made in the year - 5-year total return - Funds raised in the year - Dividends paid - Dividend yield - Shares bought back in the year Portfolio diversification (number of portfolio companies held) The financial highlights of the Company can be found on page 4 of the Annual Report and Accounts. Further KPIs are those which show the Company's position in relation to the VCT tests which it is required to meet in order to meet and maintain its VCT status. The Qualifying percentage is disclosed in the Investment Manager's review. The Company has received approval as a VCT from HM Revenue & Customs. There are no KPIs related to environmental and employee matters as the Company has no employees and delegates operations to external providers. 31 --- # Emerging and Principal Risks Facing the Company and Management of Risk The Company is exposed to a variety of risks. The principal financial risks, the Company's policies for managing these risks and the policy and practice regarding financial instruments are summarised in note 16 of the Accounts. The Board has also identified the following additional risks and uncertainties: ## Risk: Investment, performance and valuation risk ### Possible Consequence The risk of investment in poor quality businesses, which could reduce the returns to shareholders and could negatively impact the Company's current and future valuations. By nature, smaller unquoted businesses, such as those that qualify for Venture Capital Trust purposes, are more volatile than larger, long-established businesses. The Company's investment valuation methodology is reliant on the accuracy and completeness of information that is issued by portfolio companies. In particular, the Directors may not be aware of or take into account certain events or circumstances which occur after the information issued by such companies is reported. ### Risk assessment during the year Increased in the year due to the heightened economic and geopolitical issues. ### Risk management To reduce this risk, the Board places reliance upon the skills and expertise of the Manager and their track record over many years of making successful investments in this segment of the market. In addition, the Manager operates a formal and structured investment appraisal and review process, which includes an Investment Committee for all investments. Investments are actively and regularly monitored by the Manager (investment directors normally sit on portfolio company boards), including the level of diversification in the portfolio, and the Board receives detailed reports on each investment as part of the Manager's report at quarterly board meetings. The Board and Manager regularly review the deployment of investments and cash resources available to the Company in assessing liquidity required for servicing the Company's buybacks, dividend payments and operational expenses. The unquoted investments held by the Company are designated at fair value through profit or loss and valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines updated in 2018. These guidelines set out recommendations, intended to represent current best practice on the valuation of venture capital investments. The valuation takes into account all known material facts up to the date of approval of the Financial Statements by the Board. 32 --- ## Risk: VCT approval risk ### Possible Consequence The Company must comply with section 274 of the Income Tax Act 2007 which enables its investors to take advantage of tax relief on their investment and on future returns. Breach of any of the rules enabling the Company to hold VCT status could result in the loss of that status. ### Risk assessment during the year No change in the year. ### Risk management To reduce this risk, the Board has appointed the Manager, which has a team with significant experience in Venture Capital Trust management, used to operating within the requirements of the Venture Capital Trust legislation. Each investment in a new portfolio company is also precleared with our professional advisers or H.M. Revenue & Customs. The Company monitors closely the extent of qualifying holdings and addresses this as required. ## Risk: Regulatory and Compliance risk ### Possible Consequence The Company is listed on The London Stock Exchange and is required to comply with the rules of the Financial Conduct Authority, as well as with the Companies Act, Accounting Standards and other legislation. Failure to comply with these regulations could result in a delisting of the Company's shares, or other penalties under the Companies Act or from financial reporting oversight bodies. ### Risk assessment during the year No changes in the year. ### Risk management Board members and the Manager have experience of operating at senior levels within or advising quoted companies. The Board and the Manager receive regular updates on new regulations from its auditor, lawyers and other professional bodies. The Manager monitors VCT regulation and presents its findings to the Board on a quarterly basis. 33 --- # Risk: Operational and internal control risk (including cyber and data security risk) ## Possible Consequence The Company relies on a number of third parties, in particular the Manager, for the provision of investment management and administrative functions. Failures in key systems and controls within the Manager's business could put assets of the Company at risk or result in reduced or inaccurate information being passed to the Board or to shareholders. ## Risk assessment during the year No changes in the year. ## Risk management The Company and its operations are subject to a series of rigorous internal controls and review procedures exercised throughout the year. The Board receives reports from the Manager on its internal controls and risk management, including on matters relating to cyber security. In addition, the Board annually reviews the performance of its key service providers, particularly the Manager, to ensure they continue to have the necessary expertise and resources to deliver the Company's investment objective and policy. 34 --- # Risk: Economic, political, environmental and social risk ## Possible Consequence Changes in economic conditions, including, for example, interest rates, rates of inflation, industry conditions, competition, geopolitical conflicts, and other factors could substantially and adversely affect the Company's prospects in a number of ways. This also includes risks of social upheaval, including from infection and population re-distribution, as well as economic risk challenges as a result of healthcare pandemics/infection as we have seen in recent years. The Company also faces risk to its business operations and investment returns due to changing environmental factors. ## Risk assessment during the year Increased in the year: inflation has become more stable, interest rates have continued to decline however there are increased risks caused by the climate crisis and increased geopolitical risks from the Ukraine-Russia and the Middle East conflict. ## Risk management The Company invests in a diversified portfolio of companies across a number of industry sectors and in addition often invests in a mixture of instruments in portfolio companies. At any given time, the Company has sufficient cash resources to meet its operating requirements, including share buybacks and follow-on investments. In common with most commercial operations, exogenous risks over which the Company has no control are always a risk and the Company does what it can to address these risks where possible, not least as the nature of the investments the Company makes are long term. The Board and Manager are continuously assessing the resilience of the portfolio, the Company and its operations and the robustness of the Company's external agents, as well as considering longer term impacts on how the Company might be positioned in how it invests and operates. Ensuring liquidity in the portfolio to cope with exigent and unexpected pressures on the finances of the portfolio and the Company is an important part of the risk mitigation in these uncertain times. # Risk: Liquidity risk ## Possible Consequence The Company may not have sufficient cash available to meet its financial obligations. The Company's portfolio is primarily in smaller unquoted companies, which are inherently illiquid as there is no readily available market, and thus it may be difficult to realise their fair value at short notice. ## Risk assessment during the year No changes in the year. ## Risk management To reduce this risk, the Board reviews reports and discusses with the Manager on a quarterly basis. These include potential investment realisations (which are closely monitored by the Manager), dividend payments and operational expenditure. This ensures that there are sufficient cash resources available for the Company's liabilities as they fall due. 35 --- ## Qualifying investments There are restrictions regarding the type of companies in which the Company may invest and there is no guarantee that suitable investment opportunities will be identified. Investment in unquoted companies and AIM-traded companies involves a higher degree of risk than investment in companies traded on the main market of the London Stock Exchange. These companies may not be freely marketable and realisations of such investments can be difficult and can take a considerable amount of time. There may also be constraints imposed upon the Company with respect to realisations in order to maintain its VCT status which may restrict the Company's ability to obtain the maximum value from its investments. Calculus Capital Limited has been appointed to manage the qualifying investments portfolio and has extensive experience of investing in this type of investment. Regular reports are provided to the Board and a representative of Calculus Capital Limited is on the Company's board. Risk is managed through the investment policy which limits the amount that can be invested in any one company to 10 per cent of the qualifying portfolio respectively at the time of investment. ## Employees, Environmental, Human Rights and Community Issues The Company has no employees and the Board comprises entirely non-executive directors. Day-to-day management of the Company's business is delegated to the Investment Manager (details of the management agreement are set out in the Directors' Report) and the Company itself has no environmental, human rights or community policies. In carrying out its activities and in its relationships with suppliers, the Company will conduct itself responsibly, ethically and fairly. The Board has reviewed the policies of the Manager and is confident that these are appropriate. ## Statement Regarding Annual Report and Accounts The Directors consider that taken as a whole, the Annual Report and Accounts is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy. **On behalf of the board** **Jan Ward, Chairman** **29 July 2026** 36 --- Tagomics Team ![img-18.jpeg](img-18.jpeg) --- # Section 172 Statement Section 172 (1) of the Companies Act 2006 requires the Directors to explain how they have fulfilled their obligation to consider broader stakeholder interests when performing their duty to act in good faith for the benefit of all stakeholders. In doing this the Directors considered the following factors – - Likely consequences of any decisions in the long term - The interests of any employees - The need to foster business relationships with suppliers, shareholders, and others - The impact of the Company's operations on the community and the environment - Maintaining a reputation for high standards of business conduct - Acting fairly as between all the members of the Company ## Communication with Shareholders The Board promotes and encourages communications with shareholders, primarily through interim and annual reports, and at annual general meetings ("AGMs"). The Board encourages shareholders to attend and vote at AGMs. Calculus Capital Limited as Investment Manager keeps shareholders up to date with investee company news stories and updates on any open offers are included on quarterly newsletters sent to investors. Investee company news stories and regulatory news is also available for shareholders to view on Calculus Capital's website. Shareholders will have the ability to vote by proxy and return proxy forms either electronically or in the post. Directors' decisions are intended to fulfil the Company's aims and objectives to achieve long-term returns for shareholders. In addition to providing the opportunity to benefit from investment in a diverse portfolio of unquoted growing companies, the Board aims to pay annual dividends equivalent to 5% of NAV. During the financial year, 2.94 pence dividends per share were paid to registered shareholders. As part of its policy to return funds to shareholders, the Company will continue to consider opportunities for buybacks. During the year, 2,680,656 shares were bought back for cancellation. ## Oversight of Professional Advisors As is normal practice for VCTs, the Company delegates authority for the day-to-day management of the Company to an experienced Investment Manager. The Board ensures that it works very closely with Calculus Capital Limited to form strategy and objectives and oversee execution of the business and related policies. The Board receives quarterly performance updates at board meetings from the Investment Manager in addition to regular ad hoc updates and portfolio news. The Investment Manager attends every board meeting and the CEO of the Investment Manager is also a member of the Company's Board. The Board reviews other areas of operation over the course of the financial year including the Company's business strategy, key risks, internal controls, compliance and other governance matters. The Board reviews the Investment Manager's fee annually. ## Oversight of Suppliers and Providers The Board reviews annually the agreements with service providers including the administrators, custodian and depositary of the Company, to ensure value for money, accuracy and compliance. In carrying out its activities and in its relationships with suppliers, the Company aims to conduct itself responsibly, ethically and fairly. ## Working with Portfolio Companies The purpose of the regulations related to VCTs is to encourage support and investment in small, high-growth companies. Government endorsement of the sector seeks to drive economic growth through innovation, entrepreneurship and employment, benefiting both the economy and community wellbeing. Management considers social, environmental and governance issues when making investment decisions. Investments in life sciences companies, such as Trogenix and Laverock Therapeutics, are driven by a shared commitment to improve patient outcomes by tackling high-need medical conditions in areas that have long lacked effective treatments. Trogenix is focused on developing precision cancer treatments for some of the most challenging indications, including brain cancer. Tagomics' innovative multi-omic platform is designed to support earlier, more accurate disease detection, helping to deliver treatment sooner and improve patient wellbeing. Beyond human health, investment in Resurrect Bio focuses on food security by developing crops that are more resilient to disease. Within the technology sector, WorkL is actively promoting healthy workplace standards through its data-driven platform, tools and resources, helping organisations build supportive working environments for all employees. Similarly, Hinterview is helping recruiters make hiring more inclusive and accessible, promoting greater diversity. Smart365 is another example, providing mortgage lenders with a platform that digitises the mortgage process end to end, making it more efficient and sustainable. 38 --- Within the media industry, Home Team Content is committed to improving the representation of people of colour across the industry. The Board takes into consideration the potential long-term effect of their decisions on all its associated stakeholders. The effects on members, the long-term success of the Company, compliance with regulations, adherence with the Association of Investment Companies ('AIC') code and the reputation of the Company are all taken into consideration. ## Supporting the Environment and the Community The purpose of the regulations related to VCTs is to generate support and investment for small growth companies. Government endorsement of the sector seeks to drive economic growth through innovation, entrepreneurship and employment benefiting both the economy and community wellbeing. Management incorporates consideration of social, environmental and governance issues in making investment decisions. Investments in life sciences companies like Oxford BioTherapeutics and Tagomics, are driven by a shared commitment to improve patient outcomes by tackling high-need medical areas that have long lacked effective treatment. Oxford BioTherapeutics is focused on developing innovative therapies for cancer and solid tumours. While Tagomics innovative multi-omic platform is designed to support earlier, more accurate disease detection, helping to deliver treatment in time and improving patient well-being. Within the technology sector, WorkL is actively promoting healthy workplace standards through its data driven platform, tools and resources, helping organisations build supportive environment for all employees. Similarly, Hinterview is helping recruiters make hiring more inclusive and accessible, promoting diversity. Smartr365, is another example which is significantly reducing paper use and waste across the mortgage process by digitising it end to end, making it more sustainable. Within the media industry, Home Team Content is committed to improving the representation of people of colour within the industry. The Board takes into consideration the potential long-term effect of their decisions on all its associated stakeholders. The effects on members, the long-term success of the Company, compliance with regulations, adherence with the Association of Investment Companies ('AIC') code and the reputation of the Company are all taken into consideration. 39 --- # Board of Directors ## Jan Ward (Chairman)* ![img-19.jpeg](img-19.jpeg) Jan has been a mechanical engineer for over 30 years in metals, manufacturing and distribution. She has worked at board level for specialty metals producers and distributors and has lived and worked in the US, Europe and the Middle East. Jan is the Founder of Corrotherm International Ltd, a company specialising in high alloy metals for use in oil, gas, petrochemical power and desalination industries, she grew the company from a one-woman company to an entity now with offices in seven countries. An adviser and non-executive board member to a number of manufacturing companies and government departments, she is also the Chair of the Celtic Floating Offshore Wind Commission and Chair of the Plymouth Freeport in addition to other Chair roles in marine engineering, infrastructure and manufacturing. Jan is a NatWest everywoman award winner, as well as IoD London and South East Global Director of the year. Jan was awarded a CBE for services to Business and Honorary Doctorate of Engineering. ## Hemant Mardia (Audit Committee Chairman)* ![img-20.jpeg](img-20.jpeg) *independent of the Manager Hemant is a technology entrepreneur with a leadership track record of successfully developing ground-breaking products and scaling innovative businesses internationally with tier one customers. Hemant has over thirty-five years experience ranging across telecoms, biometrics, quantum, cybersecurity, and semiconductor industries. Hemant graduated in Electrical and Electronic Engineering from Leeds University and gained his PhD from Leeds University. Hemant is Fellow of the Institute of Engineering and Technology (IET) and Fellow of the SCTE (Society of Cable Telecommunications Engineers). Hemant is on the Board of several companies including Chairman at Nu Quantum Limited, Muwave Limited and Blu Wireless Limited, Non Executive Director of Binarii Labs and prior to that CEO of public listed technology companies including IDEX ASA (Oslo Bors) and Filtronic Plc (UK FTSE) and has founded and scaled three technology businesses. 40 --- ## John Glencross (resigned on 31 March 2026) ![img-21.jpeg](img-21.jpeg) John co-founded Calculus Capital Limited in 1999, creating one of the UK's most successful, independent private equity firms focused on investing in smaller, unquoted companies. John has over 40 years' experience in private equity, corporate finance, and operational management. During that time, he has invested in, advised on or negotiated more than 100 transactions and served on publicly quoted and private corporate boards. Before co-founding Calculus Capital Limited, John served as an Executive Director of European Corporate Finance for UBS for nine years where he advised on M&A, IPOs, restructurings and recapitalisations, strategic alliances and private equity. At the start of his career, John qualified as a Chartered Accountant with Peat Marwick (subsequently KPMG), where he then went on to be recruited as a founder member of Deloitte's newly established Corporate Finance practice in London. John graduated from Oxford University with an MA (Hons) in Philosophy, Politics and Economics. John stepped down from the Board on 31 March 2026. ## Alexander Crawford (appointed from 1 April 2026) ![img-22.jpeg](img-22.jpeg) Alexander joined Calculus Capital in 2015, and has over 30 years' venture capital investing and corporate finance experience, incorporating investing, portfolio management and exits as well as M&A and capital raising, covering technology and life sciences companies. He spent ten years with JP Morgan in London, New York and Johannesburg. As Co-Head of Investments, Alexander's role is to manage the investment team, source and execute new deals, as well as managing some of the existing portfolio companies through to exit. Alexander has an MA in Mathematics from Cambridge University and qualified as a Chartered Accountant with KPMG. Alexander was appointed to the Board on 1 April 2026. 41 --- # The Manager Calculus Capital Limited (“Calculus Capital”) is appointed as Manager to the Company and provides secretarial, administration, receiving agent and custodian services to the Company. Calculus Capital is a pioneer of tax efficient investing having launched the UK’s first HMRC-approved Enterprise Investment Scheme (EIS) Fund in 1999. Calculus targets companies across the fastest-growing sectors in the UK – technology, healthcare and the creative industry. Across all sectors, there are common themes- exceptional management teams, scalable companies which have developed traction in the market and have defensible intellectual property and considerable growth potential. Over the past 25 years, Calculus Capital’s experienced team have built a strong reputation for delivering profitable portfolio company exits. Calculus Capital has a team of 25 members. The Calculus Capital team involved with Calculus VCT includes the following individuals: ## John Glencross ### Chief Executive of Calculus Capital Limited Details for John Glencross can be found on page 41. ## Susan McDonald ### Chairman of Calculus Capital Limited Susan also chairs Calculus Capital’s Investment Committee which approves all new investment and disposals. Susan has over 30 years of financial services experience and has personally directed investment to over 80 companies in the last 20 years covering a diverse range of sectors. She has regularly served as board member of the firm’s private equity backed companies. Before co-founding Calculus Capital, Susan was Director and Head of Asian Equity Sales at Banco Santander. Prior to this, she gained over 12 years’ experience in company analysis, flotations and private placements with Jardine Fleming in Hong Kong, Robert Fleming (London) and Peregrine Securities (UK) Limited. Susan has an MBA from the University of Arizona and a BSc from the University of Florida. Before entering the financial services industry, Susan worked for Conoco National Gas Products Division and with Abbott Laboratories Diagnostics Division. ![img-23.jpeg](img-23.jpeg) 42 --- ![img-24.jpeg](img-24.jpeg) # **Julie Ngo** **Chief Operating Officer** Prior to joining Calculus Capital, Julie was for seven years Head of Compliance and Finance at Neuron Advisers, a hedge fund manager. At Neuron Advisers, she had responsibility for all financial and regulatory activities of the business. Amongst her achievements, she was instrumental in structuring and launching a new macro systematic fund and had responsibility for liquidating another. Julie also set up a new management reporting system, managed restructuring of the group due to regulatory (AIFMD) changes, project managed the AIFMD transition (including application for variation of FCA permission) and registration with NFA/CFTC authorities. Julie qualified as a Chartered Certified accountant with PwC and is a CFA charter holder. She holds a Bachelor of Economics from Hanoi Finance Academy and an MBA from Oxford University. ![img-25.jpeg](img-25.jpeg) # **Natalie Evans** **Finance Director** Natalie has over 15 years’ experience working in private equity both in the fund operations and finance roles. In 2024 Natalie joined the board of Calculus Media Limited, a media financing adviser. Natalie is responsible for finance and operations at Calculus Capital and she oversees all areas of VCT fund administration, operations and reporting. Natalie also looks after the company secretarial work for the Company. Natalie is a chartered management accountant and holds a first class Bachelor of Law degree. Prior to this Natalie graduated with a Masters of Modern Languages from the University of Manchester. ![img-26.jpeg](img-26.jpeg) # **Richard Moore** **Co-Head of Investments** Richard joined Calculus Capital in 2013. Prior to this he was a Director at Citigroup, and also previously worked at JP Morgan and Strata Technology Partners. Richard has over 15 years’ corporate finance experience advising public and private corporations and financial sponsors on a range of M&A and capital raising transactions. Richard’s role is to source and execute new deals, as well as managing some of the existing portfolio companies through to exit. Richard began his investment banking career in the UK mid-cap advisory team at Flemings (acquired by JPMorgan in 2000), working with companies across a broad range of sectors. More recently Richard has specialised in advising companies in the technology industry. Richard has advised on a wide range of transactions including buy-side and sell-side M&A mandates, public equity and debt offerings, private equity investments and leveraged buy outs in the UK, Europe, US and Asia. Richard began his career at KPMG where he qualified as a Chartered Accountant. He has a BA (Hons) in Politics and Economics from Durham University. Calculus VCT 2026 43 --- # **Alexander Crawford** **Co-Head of Investments** Details for Alexander Crawford can be found on page 41. ![img-27.jpeg](img-27.jpeg) # **Dominic Harris** **Portfolio Management Director** Dominic joined Calculus Capital in 2019. Prior to this he was an Investment Director at Valtegra, a mid-market, private equity firm. Dominic's role is to monitor and manage the performance of Calculus' investee companies. He has over 22 years investment experience, including as an investment banker in both M&A execution and coverage across the industrials, transport, shipping and services sectors. He previously worked at HSBC, Nomura, KPMG, Citigroup and BDO LLP. Dominic has a Masters in Finance from London Business School, an MBA from SDA Bocconi Business School, Milan and a BA(Hons) in Economics from the University of Manchester. He is also a Chartered Accountant having qualified with BDO LLP. ![img-28.jpeg](img-28.jpeg) # **Elizabeth Klein** **Investment Director** Elizabeth joined Calculus Capital in 2022 and has over 20 years' experience in Life Science investing. Elizabeth joined Calculus from Klein-Edmonds Associates, which she founded in 2015 to support and advise stakeholders in the UK's Life Sciences industry. Her career spans equity research and investment analysis, and her client base included – amongst others – Radnor Capital Partners, Grant Thornton, and the Bio-Industry Association. She has a BSc in Applied Biology, an MA in History of Medicine and an MBA. Elizabeth's role is to source and execute new deals, as well as advising a number of Calculus Capital's portfolio companies. 44 --- # Directors' Report **The Directors present their report and the audited financial statements for the company for the year ended 31 March 2026.** ## Corporate Governance The Corporate Governance report on pages 49 to 53 forms part of the Directors' report. ## Directors Jan Ward Janine Nicholls (resigned 30 September 2025) Hemant Mardia John Glencross (resigned 31 March 2026) Alexander Crawford (appointed on 1 April 2026) The Board is responsible for efficient and effective leadership of the Company. There is a formal schedule of matters reserved for the decision of the Board which has been set out on page 49 of the Annual Report. The Board meets at least four times a year and comprises three Directors, two of which are independent to the Manager. The Audit Committee reports to the Board on matters relating to the audit and the Annual Report of the Company. Key areas for which the Audit Committee is responsible has been set out on page 54 of the Annual Report. The Audit Committee meets at least twice a year and comprises of both independent non-executive Directors. In the year to 31 March 2026, all formal Board and Audit Committee meetings were attended by all Directors. Biographical notes of the Directors are given on pages 40 and 41. Jan Ward and Hemant Mardia were both elected at the last Annual General Meeting and will stand for re-election at the forthcoming Annual General Meeting. Janine Nicholls and John Glencross resigned on 30 September 2025 and 31 March 2026, respectively. Alexander Crawford was appointed to the Board on 1 April 2026 and will stand for election at the forthcoming Annual General Meeting. Formal performance evaluation of the Directors and the Board has been carried out and the Board considers that all of the Directors contribute effectively and have the skills and experience relevant to the future leadership and direction of the Company. Further details of this process can be found on page 50 of the Annual Report. The Board accordingly recommends that Jan Ward and Hemant Mardia be re-elected as Directors at the Annual General Meeting. The Board also recommends that Alexander Crawford, who was appointed on 1 April 2026, be elected as a Director at the Annual General Meeting. Alexander Crawford is a Co-Head of Investments at Calculus Capital Limited and is deemed to have an interest in the Calculus Management Agreements and the Performance Incentive Agreement. None of the other Directors or any persons connected with them had a material interest in the Company's transactions, arrangements nor agreements during the year. The Company has made no donations to any political parties. The rules concerning the appointment and replacement of Directors are contained in the Company's Articles of Association. ## Dividends Details of the dividend recommended by the Board are set out in the Strategic Report on page 6 of the Annual Report. ## Directors' fees A report on Directors' remuneration is set out on pages 56 to 60 of the Annual Report. ## Directors' and Officers' liability insurance Directors' and Officers' liability insurance cover is provided at the expense of the Company. ## Share Capital The capital structure of the Company and movements during the year are set out in note 12 of the Annual Report. At the year end, no shares were held in Treasury. During the year, the following changes to the Company's share capital have taken place: Calculus VCT 2026 45 --- | Date | Description | No of Shares | | --- | --- | --- | | **1 April 2025** | **Total shares brought forward** | **77,430,445** | | 4 April 2025 | Issue of new ordinary shares | 3,807,071 | | 5 June 2025 | Share buyback and cancellation | (1,208,303) | | 9 June 2025 | Share buyback and cancellation | (64,160) | | 2 July 2025 | Issue of new ordinary shares | 1,484,707 | | 2 September 2025 | Issue of new ordinary shares | 2,162,683 | | 2 October 2025 | Issue of new ordinary shares | 1,921,334 | | 14 October 2025 | Share buyback and cancellation | (707,389) | | 18 December 2025 | Issue of new ordinary shares | 4,608,896 | | 21 January 2026 | Share buyback and cancellation | (700,804) | | **18 February 2026** | **Issue of new ordinary shares** | **3,552,444** | | **25 March 2026** | **Issue of new ordinary shares** | **236,497** | | **31 March 2026** | **Total shares in issue** | **92,523,421** | Since the year end, a further 6,229,482 new Ordinary shares have been issued pursuant to an offer for subscription and 722,000 shares have been bought back for cancellation. ## Substantial Shareholdings As at 31 March 2026, there were no notifiable interests above 3 per cent in the voting rights of the Company. ## Management Calculus Capital Limited is the qualifying Investments' portfolio manager. Calculus Capital Limited was appointed as Manager pursuant to an agreement dated 2 March 2010. A supplemental agreement was entered into on 7 January 2011 in relation to the management of the C Share fund. A further supplemental agreement was entered into on 26 October 2015 in relation to the management of the D share fund and covers the addition of company secretarial duties. The supplemental management agreement entered into on 12 September 2017 relates to the merged share fund (together, the 'Calculus Management Agreements'). From 12 September 2017, Calculus Capital Limited agreed to meet the annual expenses of the Company in excess of 3.0 per cent of the net asset value of the Ordinary shares. Pursuant to the Calculus Management Agreements in place throughout the year to 31 March 2026, Calculus Capital Limited received an annual management fee of 2 per cent of the net asset value of the Ordinary share fund, calculated and payable quarterly in arrears. Also relating to the year to 31 March 2026, Calculus Capital Limited received a fee of £90,000 per annum (VAT inclusive where applicable) for the provision of company secretarial and receiving agent services. For the year to 31 March 2026 Calculus Capital Limited charged £952,000 in management fees, £90,000 (VAT inclusive) in company secretarial fees, and did not contribute to the expenses of the Company (2025: charged £723,000 in management fees, £18,000 in company secretarial fees and did not contribute to the expenses of the Company). ## Performance Fees On 21 August 2023 and amended on 22 August 2024, a performance incentive agreement between the Company and Calculus Capital was approved by Shareholders under which performance incentive fees are payable to Calculus Capital equal to 10% of excess realised gains (less previous performance incentive payments made) in the event that certain performance hurdles are achieved. Excess gains are calculated simply by subtracting realised losses made on the disposal or write off of investments by the Company from realised gains made on the disposal of investments by the Company. The performance hurdles are as follows: 46 --- 1. The Company's cumulative realised investment gains are greater than its cumulative realised investment losses since inception. 2. The total return to shareholders, made up of NAV per share and dividends per share paid (the "Total Return") is positive over a rolling five-year performance period. 3. The total return for the year preceding any payment has increased by at least 4.5% from the NAV per share at the end of the previous year. All three hurdles need to be met for a performance fee to become payable to Calculus Capital. As at 31 March 2026, no performance fee is payable to the Investment Manager (2025: nil). As set out in Note 18 the total realised losses being carried forward as at 31 March 2026 is £431,000 (2025: £789,000). If the current hurdles are met, under the existing performance incentive agreement, no fee would be payable to the Investment Manager (2025: £nil). ## Continuing Appointment of the Manager The Board keeps the performance of Calculus Capital Limited under continual review. A formal review of the Manager's performance and the terms of their engagement has been carried out and the Board are of the opinion that the continuing appointment of Calculus Capital Limited as Manager is in the interests of shareholders as a whole. The Board is satisfied with the performance of the Company to date. The Board is confident that the VCT qualifying tests will continue to be met. ## Financial Risk Management The principal financial risks and the Company's policies for managing these risks are set out in note 16 to the Accounts. ## Going Concern In assessing the going concern basis of accounting, the Directors have had regard to the guidance issued by the Financial Reporting Council. After making enquiries, and having reviewed the portfolio, balance sheet and projected income and expenditure for a period of 12 months from the date these financial statements were approved, the Directors have a reasonable expectation that the Company has adequate resources to continue in operation for twelve months from the date of approval of the financial statements. Consideration is given to the cash balances and holdings in money market funds, together with the ability of the Company to realise its investments. The Directors have assessed whether material uncertainties exist and their potential impact on the Company's ability to continue as a going concern and conclude that no such material uncertainties exist. The Directors have therefore adopted a going concern basis in preparing the Financial Statements. ## Annual General Meeting A formal Notice convening the Annual General Meeting of the Company to be held on 29 September 2026 can be found on pages 90 to 91. The resolutions are as follows: - To receive and adopt the Strategic Report, Directors' Report and Auditors' Report and the audited Accounts for the year ended 31 March 2026 (Resolution 1). - To receive and approve the Directors' Remuneration Report for the year ended 31 March 2026 (Resolution 2) - To approve the Directors' Remuneration Policy (Resolution 3). - To approve the payment of a final dividend of 1.69 pence per Ordinary Share (Resolution 4). - To re-elect Jan Ward as a Director of the Company (Resolution 5). - To re-elect Hemant Mardia as a Director of the Company (Resolution 6). - To elect Alexander Crawford as a Director of the Company (Resolution 7) - To re-appoint MHA as Auditor to the Company to hold office until the conclusion of the next annual general meeting of the Company (Resolution 8) - To authorise the Directors to fix the auditors' remuneration (Resolution 9). - To grant the Directors the power to allot Ordinary shares (Resolution 10). - To disapply pre-emption rights (Resolution 11). - To give the Directors authority to purchase shares (Resolution 12). - To authorise the Company to hold general meetings on 14 clear days' notice (Resolution 13). - To cancel the share premium account and the capital redemption reserve (Resolution 14). Resolutions 1 to 10 will be proposed as ordinary resolutions and resolutions 11 to 14 will be proposed as special resolutions. Further explanation of the special resolutions is given below. Resolution 11 will sanction in a limited manner the disapplication of pre-emption rights in respect of the allotment of equity securities for cash pursuant to the authority conferred by resolution 10. This authority will be effective until the conclusion of the next Annual General Meeting (expected to be in September 2027). The Board believes that it is beneficial to the Company for it to continue to have the flexibility to purchase in the market its own shares. Resolution 12 seeks authority from the Shareholders for the Company to be authorised to do so when considered appropriate by the directors. 47 --- It is proposed by Special Resolution 12 that the Directors be given authority to make market purchases of the Company's own shares. Under this authority the Directors may purchase shares with an aggregate nominal amount up to but not exceeding 15 per cent of the Company's issued Ordinary share capital. When buying shares, the Directors cannot pay a price per share which is more than 105 per cent of the middle market prices shown in the quotations for an Ordinary share in the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the Ordinary share is to be purchased. This authority will be effective until the conclusion of the next Annual General Meeting. The Board believe it is beneficial for the Company to have the flexibility to call general meetings, other than Annual General Meetings, at 14 clear days' notice. The minimum notice period for annual general meetings will remain at 21 clear days. Resolution 13 will reduce the necessary notice period. The authority will be effective until the conclusion of the next Annual General Meeting. ## Streamlined Energy and Carbon Reporting (SECR) The Company is not required to make disclosures under The Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 as it does not meet the qualifying criteria for SECR reporting. Accordingly, no SECR disclosures have been included in this Annual Report ## Developments Since the Year End Other than as mentioned above on page 7, there have been no other developments since the year end. **By order of the Board,** **Calculus Capital Limited Company Secretary** **29 July 2026** ## Disclosure of information to the auditor So far as each of the Directors is aware, there is no relevant audit information of which the Company's auditor is unaware. Each Director has taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information. ## Companies Act 2006 Reporting Requirements – Information Included Elsewhere in the Annual Report Pursuant to the Companies (Miscellaneous Reporting) Regulations 2018, the following information is included elsewhere within the Annual Report: - The section 172(1) statement, including details of how the Directors have had regard to the interests of stakeholders in their decision-making, is set out on page 38. - Information regarding engagement with the Company's key stakeholders, including service providers, advisers, portfolio companies and other relevant stakeholders, is included within the Section 172 Statement on pages 38 to 39. 48 --- # Corporate Governance The Board is accountable to shareholders for the governance of the Company's affairs and is committed to maintaining high standards of corporate governance and to the principles of good governance as set out in the AIC Code of Corporate Governance (2024) (the "Code" issued by the AIC and endorsed by the Financial Reporting Council ("FRC", a copy of which can be found at www.theaic.co.uk. This Code is in place to provide boards of AIC member companies with a framework of best practice in respect of the governance of investment companies. Pursuant to the Listing Rules of the Financial Conduct Authority, the Company is required to provide shareholders with a statement on how the main and supporting principles set out in the Code have been applied and whether the Company has complied with the provisions of the Code. The Board has established corporate governance arrangements that it believes are appropriate to the business of the Company as a Venture Capital Trust. The Board has reviewed the Code, and considers that it has complied throughout the year, except as disclosed below: - The Company does not have a separate policy on the tenure of the Chair. The re-election of all Directors is sought annually at Annual General Meetings of the Company - In light of the responsibilities retained by the Board and its committees and the responsibilities delegated to the Managers, the Administrator, the Registrars and legal advisers, the Company has not appointed a Chief Executive Officer, deputy Chairman or a senior independent Director as recommended by the AIC code. - Given the structure of the Company and the Board, the Board does not believe it necessary to appoint separate remuneration or nomination committees, no separate Management Engagement Committee has been established and the roles and responsibilities normally reserved for these committees will be a matter for the full Board. - The Company does not have an internal audit function as all of the Company's management functions are performed by third parties whose internal controls are reviewed by the Board. However, the need for an internal audit function will be reviewed annually. ## The Board The Board comprises three non-executive Directors, details of each can be found on pages 40 and 41 of the Annual Report. The Board seeks to ensure that it has the appropriate balance of skills and experience, and considers that, collectively, it has substantial experience of investment management, venture capital investment and public company management. The Company has no employees. All Directors have sufficient time to commit to the business of the Company. None of the Directors has a service contract, but letters of appointment setting out the terms of their appointment are in place. Directors are not entitled to any compensation for loss of office. Copies of the letters of appointment are available on request from the Secretary. Directors are appointed with the expectation that they will serve for a period of at least three years and all Directors will retire at the first Annual General Meeting after election and will be subject to annual re-election thereafter in line with recommendations in the AIC Code of Corporate Governance (2024). The Board will consider the Code's recommendation to re-evaluate independence when a Director has served for nine years. The Board considers succession planning in its annual evaluation. A procedure for the induction of new Directors has been established, including the opportunity of meeting with the relevant executive members and other principal personnel of the investment management company, and other service providers. The Directors may, in the furtherance of their duties as Directors, seek independent professional advice at the expense of the Company. The Company maintains Directors' and Officers' Liability Insurance. The Board considers diversity when reviewing Board composition and is committed to considering diversity when making future appointments. ## Board Operation Board meetings are held at least quarterly and additional ad hoc meetings are arranged as necessary. The Board is responsible for efficient and effective leadership of the Company. There is a formal schedule of matters reserved for the decision of the Board, which include: - approval of annual and half-yearly reports, circulars and other shareholder communications; - the payment of dividends; - the allotment of shares; - appointment and removal of Board members and officers of the Company; - the appointment of third-party service providers, including the Manager; and - The Company's strategy and culture including changes to the Company's objectives, investment policy and accounting policies. 49 --- Directors' attendance at formal meetings during the year was as follows: | | Scheduled Board Meetings | | Audit Committee Meetings | | | --- | --- | --- | --- | --- | | | Number entitled to attend | Number attended | Number entitled to attend | Number attended | | Janine Nicholls (resigned 30 September 2025) | 2 | 2 | 1 | 1 | | John Glencross (resigned 31 March 2026) | 4 | 4 | - | - | | Hemant Mardia | 4 | 4 | 2 | 2 | | Jan Ward | 4 | 4 | 2 | 2 | In accordance with the 2024 AIC Code, each year a formal performance evaluation of the Board as a whole and its Committees is undertaken each year. The Chairman evaluates the Directors individually more informally throughout the year. The Board considers the evaluation procedure to be robust and as such does not deem the use of an external Board evaluation to be necessary. The appraisal process was conducted by the Chairman by way of an evaluation questionnaire encompassing both quantitative and qualitative measures of performance. A senior independent Director has not been appointed but Hemant Mardia carries out the evaluation of the Chairman, also taking into account qualitative and quantitative measures. As a result of the evaluation, the Board considers that all the current Directors contribute effectively and have the skills and experience relevant to the leadership and direction of the Company. This process will be carried out annually. ## Independence of Directors The Board has reviewed the independence of each Director and considers that three Directors are fully independent of the Manager during the reporting period. Further independence considerations are discussed below. John Glencross is Chief Executive and a Director of Calculus Capital Limited and is accordingly not deemed to be independent. John is a Director of the following Calculus VCT investee companies; Maven Screen Media Limited, Riff Raff Entertainment Limited, Raindog Films Limited, Brouhaha Entertainment Limited, Home Team Content Limited and Wonderhood Studios Limited. John resigned from the Board on 31 March 2026. Hemant Mardia currently serves as the Chairman of Blu Wireless Technology Limited, in which the Company is invested. Hemant Mardia's position on the board of Blu Wireless does not have a significant conflict to either Blu Wireless nor the Company, thus the Board of the Company deem Hemant Mardia to be independent. Alexander Crawford is Co-Head of Investments at Calculus Capital Limited and is accordingly not deemed to be independent. Alexander is a Director of the following Calculus VCT investee companies: GRTFL Limited, Blu Wireless Technology Limited, Engaging Works Holdings Limited and Optalitix Limited. Alexander was appointed to the Board on 1 April 2026. Jan Ward had previously served as Chairman of AnTech Limited ('AnTech') and resigned from that position in May 2023. The Company disposed of its investment in AnTech in the prior year and, accordingly, no ongoing conflict was considered to exist in relation to Ms Ward's role as a Director of the Company. The Board was satisfied that Ms Ward remained independent throughout the year. Janine Nicholls served as a Director of the Company until her resignation on 30 September 2025. The Board was satisfied that Ms Nicholls remained independent throughout the period in which she served as a Director during the year. ## Nomination and Remuneration Committees Due to the size of the Company, the Board has not established a nomination committee, or a remuneration committee, and these matters are dealt with by the Board as a whole. The Board keeps under review the composition and balance of skills, knowledge and experience of the Directors and will make recommendations to shareholders for the election or re-election of Directors at the Annual General Meeting. The Board also keeps the levels of remuneration of the Directors under review to ensure that they reflect time commitment and responsibilities of the role and are broadly in-line with industry standards. The Directors' fees were reviewed in the year ended 31 March 2026, as disclosed on page 57 of the annual report. The resolution to approve the Directors' Remuneration Report was passed at the 2025 AGM by over 86 per cent of votes cast. Please refer to page 58 of the Annual Report for a comparison of total remuneration of Directors against dividends paid out in the year. ## Recruitment The Company does not have a specific diversity and inclusion policy, however it acknowledges that it is imperative for the Board to have the right balance of skills, knowledge and experience as well as gender, racial and other forms of diversity. As such, these factors are taken into account when making a new appointment, to ensure the diversity of the candidate pool is improved. Going forward, the Board has adopted a more formal and transparent recruitment process, with open advertising and utilising external search consultancies. It has also developed a standard framework ensuring both shortlists and interview panels are suitably diverse. Appointment of a new Director will be based on merit, skills, knowledge and relevant experience. The Board is fully supportive of the Hampton Alexander Report and strives to comply with the recommendations on diversity laid out in the AIC Code of Corporate Governance (2024). 50 --- The Company's Manager is an equal opportunity employer. The Board does not discriminate and take affirmative measures to ensure against discrimination in employment, recruitment, advertisements for employment, compensation, termination and other conditions of employment against any employee or candidate on the basis of race, colour, gender, national origin, age, religion, faith, disability, sexual orientation, gender identity or gender expression. ## Conflicts of Interest The Articles of Association permit the Board to consider and, if it sees fit, to authorise situations where a Director has an interest that conflicts, or may possibly conflict, with the interests of the Company. There is in place a formal system for the Board to consider authorising such conflicts, whereby the Directors who have no interest in the matter, decide whether to authorise the conflict and any conditions to be attached to such authorisations. Significant shareholdings are made public to allow the Board to manage any conflicts so arising. As disclosed on page 46 of the Annual Report, on 31 March 2026 there were no significant shareholdings in the Company. ## Audit Committee An Audit Committee has been established and operates within clearly defined terms of reference, copies of which are available from the Secretary. The Committee comprises solely of the independent Directors and is chaired by Hemant Mardia. The Audit Committee members are considered to have sufficient, recent and relevant financial experience. The non-independent Director is also invited to attend the Audit Committee meetings as he is intimately involved in the Company's affairs and has specific knowledge of the investments made by Calculus Capital on the Company's behalf. The Audit Committee meets at least twice a year, with representatives of Calculus Capital invited to attend. The Audit Committee provides a forum through which the external Auditor reports to the Board. The Auditor attends the Audit Committee at least once a year, for consideration of the Annual Report. The principal responsibilities of the Audit Committee include monitoring the integrity of the Annual Report of the Company and reviewing the Company's internal control and risk management systems. The Audit Committee also monitors the independence and objectivity of the external Auditor, reviews the scope and process of the audit undertaken by the external Auditor, and reviews the provision of non-audit services by the external Auditor. The Audit Committee reviews the need for non-audit services and authorises such on a case-by-case basis, having consideration to the cost-effectiveness of the services and the independence and objectivity of the Auditor. The Audit Committee Report can be found on page 54 of the Annual Report. ## Board Relationship with the Manager Directors follow a formal agenda with a comprehensive set of papers giving detailed information on the Company's transactions, financial position and performance. Representatives of Calculus Capital attend each Board meeting, and written reports about investments, performance and outlook are obtained from the Manager for each meeting. In light of the information at its disposal, the Board gives direction to the Manager with regard to investment objectives and guidelines. Within these guidelines, the Manager takes decisions as to the purchase and sale of individual investments within their respective mandates. The Manager also maintains ongoing communication with the Board between formal meetings. In addition, as outlined in the AIC Code of Corporate Governance (2024), the Board continues to review the Company's culture and values to ensure they are fully aligned with the Company's strategy and the principles of our Directors, together with the objectives and guidelines that we set the Manager. The 2024 AIC Code is available on the AIC website (www.theaic.co.uk), where it includes explanations of how the 2019 AIC Code adapts these Principles and Provisions set out in the UK Code to make them relevant for investment companies. The Board has reviewed the Managers whistleblowing policy and is satisfied with the arrangements from the information given. As disclosed on page 47 of the Annual Report, the Board reviews the performance of the Manager annually. ## Stewardship Responsibilities and use of Voting Rights The Board has reviewed and discussed the UK Stewardship Code with the Manager. It has determined that the Stewardship Code does apply to the Company's Venture Capital investments, which are managed by Calculus Capital. The Company has therefore delegated responsibility for exercising the Company's responsibilities under the Stewardship Code, including voting on its behalf at investee company meetings, to Calculus Capital. Calculus Capital has published a Disclosure Statement setting out its compliance with the Stewardship Code, together with explanations for any areas of non-compliance, a copy of which can be found on its website. Calculus Capital has a policy of voting all shares held in an investee company at all meetings, and will normally be supportive of the management teams, but will vote against resolutions if it is believed that the proposals are not in the best interests of investors. 51 --- ## The Company Secretary Calculus Capital, as Company Secretary is responsible for ensuring that Board and Committee procedures are followed and that applicable regulations are complied with. The Secretary is also responsible to the Board for ensuring timely delivery of information and reports and that statutory obligations of the Company are met. The Board reviews the performance of the Secretary on an annual basis and believes the current service provider provides a high-quality service at a competitive price. ## Pensions & Investment Research Consultant (PIRC) Statement The PIRC policy which was introduced in 2021 recommends voting against the annual report and accounts of an investment company where the fund manager is also providing company secretarial services. The AIC does not agree that managers providing company secretarial services raises any governance concerns. The Board echoes the AIC's opinion on the matter and will continue to monitor this position regularly. ## Risk and Internal Controls The Directors are responsible for the internal control systems of the Company and the reliability of the financial reporting process and for reviewing their effectiveness. An ongoing process, in accordance with the guidance supplied by the FRC on internal controls, has been established for identifying, evaluating and managing the risks faced by the Company. The key risks which the Board has identified have been set out in the Strategic Report in the Annual Report for the year to 31 March 2026. This process, together with key procedures established with a view to providing effective financial control, was in place throughout the year and up to the date of the signing of this report. The internal control systems are designed to ensure that proper accounting records are maintained, that the financial information on which business decisions are made and which are issued for publication is reliable and that the assets of the Company are safeguarded. The risk management process and systems of internal control are designed to manage rather than eliminate risk, and such systems can provide only reasonable rather than absolute assurance against material misstatement or loss. The Board, through the Audit Committee, has identified risk management controls in the key areas of strategy and investment, laws and regulations, service providers and other business risks, which encompass the operational, financial and compliance risks faced by the Company. A risk matrix to identify existing and emerging risks has been produced against which the risks identified and the controls in place to mitigate those risks can be monitored. The risks are assessed on the basis of the likelihood of them happening, the impact on the business if they were to occur and the effectiveness of the controls in place. This risk register is reviewed at each meeting of the Audit Committee and at other times as necessary. Most functions for the day-to-day management of the Company are sub-contracted, and the Directors therefore obtain regular assurances and information from key third party suppliers regarding the internal systems and controls operated in their organisations. In addition, each of the third parties is requested to provide a copy of its report on internal controls to the Board each year. The Board reviews the performance of the Manager, Administrator, Company Secretary, Custodian and Registrar on at least an annual basis. It has identified that the success of the Manager is dependent on its key personnel and has therefore satisfied itself that the Manager has an adequate succession plan in place. Formal Board meetings are attended by various employees of the Manager to ensure continuity were key personnel to change. In accordance with the guidance issued to directors of listed companies, the Directors have carried out a review of the effectiveness of the various systems of internal controls as operated by the Company's main service providers during the year. ## Shareholder Relations The Annual General Meeting is an important forum for the Board to communicate with shareholders and the Board consequently encourages shareholders to attend and vote at the Annual General Meeting. This is in addition to regular investor forums hosted by the Manager, where shareholders have an opportunity to meet the management of some of the portfolio companies. The Manager also makes themselves available to meet or speak with shareholders individually on request and prides itself on providing regular communications to its shareholders. The Annual General Meeting will be attended by the Directors, including the Chairman and the Chairman of the Audit Committee, and representatives of Calculus Capital, who will be available to discuss issues affecting the Company. The notice of Annual General Meeting in the Annual Report for the year to 31 March 2026 sets out the business of the meeting. 52 --- In accordance with the UK Stewardship Code, it is the Board's policy to engage with shareholders if a resolution were ever to receive more than 20 per cent of votes cast against. The AGM will be accessible via Zoom. More information will be shared regarding the format of the AGM on the Company's website https://calculuscapital.com/vct-annual-general-meeting-2026/. Shareholders will have the ability to vote by proxy and return proxy forms either electronically or in the post. It is recommended that shareholders write to the Company with any concerns or enquiries via the Company Secretary or via Calculus Capital's Investor Relations team info@calculuscapital.com. The half-yearly and annual reports are designed to present a full and readily understandable review of the Company's activities and performance. Copies are available for download from Calculus Capital's website, https://calculuscapital.com/products/calculus-vct/investor-information/ The net asset value of the Company is released at least quarterly to the London Stock Exchange. 53 --- # Audit Committee Report The main responsibilities of the Audit Committee (“the Committee”) which are detailed in the Terms of Reference and available on the Company’s website include: - Monitoring the integrity of the accounts of the Company. - Reviewing the Company’s internal control and risk management systems. - Ensuring that the annual report and accounts, taken as a whole, is fair, balanced and understandable, and provides information necessary for shareholders to assess the Company’s position and performance, business model and strategy. - Monitoring the independence and objectivity of the external Auditor, reviewing the scope and process of the audit undertaken by the external Auditor, and reviewing the provision of non-audit services by the external Auditor. - Ensuring adherence to all relevant UK professional and regulatory requirements. The Committee consists of two independent Directors and is chaired by Hemant Mardia. The Audit Committee carried out an internal evaluation of its composition, performance and effectiveness during the year. All members are considered to have recent and relevant financial experience. The non-independent Director, John Glencross was also invited to attend the Audit Committee meetings as he is intimately involved in the Company’s affairs and has specific knowledge of the investments made by Calculus Capital Limited on the Company’s behalf. The Company does not have an internal audit function as most of its day-to-day operations are delegated to third parties, all of whom have their own internal control procedures. The Committee discusses annually whether it would be appropriate to establish an internal audit function and has agreed that the existing system of monitoring and reporting by third parties remains appropriate and sufficient. ## Activity During the Year The Committee met twice during the financial year to consider the interim results and annual report, review the principal risks faced and the internal control systems. A third meeting was held to review the Audit Plan and fees of the external Auditor. The findings of the annual audit were discussed, and the Committee is pleased to report that there was nothing material or unusual to report. The risks to which the Company is exposed are recorded in a risk register and include strategic, market, investment, operational and regulatory risks. The controls in place to mitigate these risks and the residual risk is reviewed at Committee meetings, and the risk register updated as required at each meeting in accordance with best practice. For details of risk management please refer to the details from page 32. The Committee worked closely with the Manager to ensure VCT qualifying status was maintained. At 31 March 2026, 93.8 per cent of the money required to be invested was invested in a diversified portfolio of Venture Capital Investments. Funds awaiting investment opportunities have been invested in liquid, non-qualifying investments such as money market funds. ## Significant Matters The significant issues considered by the Committee are set out below. ### Valuations During the year, the Committee considered the valuation of the venture capital portfolio. As the venture capital portfolio is primarily invested in unlisted securities, accurate valuation requires the skill, knowledge, and judgement of Calculus Capital Limited, who applies industry (International Private Equity and Venture Capital Valuation guidelines) recognised methods of valuation. Valuations are arrived at following extensive discussions which consider the current operating performance and environment of the investee companies, the capital structure and the respective financial position of each company. The valuations applied to portfolio companies vary from sector to sector. Where comparable listed companies are available, the methodology will include comparison with external valuation multiples. This information is combined with appropriate discounted cash flow calculations and in some cases will be calibrated with prices achieved at recent funding rounds. The Committee is confident that appropriate valuations have been applied to the unquoted holdings within the Company. Further details of the valuation methodologies applied can be seen on pages 86 to 88. The Manager and the Board consider that the investment valuations are consistent and appropriate. ### Long-term viability statement In accordance with principle 21 of the AIC Code of Corporate Governance (2019), the Directors have assessed the prospects of the Company over the five-year period to 31 March 2031. The length of time which the statement should cover was discussed and a period of five years was selected reflecting the Board’s strategic time horizon. The assumptions underlying the forecasts including expenditure requirements, the level of investment realisations and expected investment income were considered. The Committee also considered 54 --- the ability of the Company to raise finance and identify new investment opportunities. The principal risks facing the Company were also considered, including those that might impact the future performance, solvency, or liquidity of the Company. The Committee is confident that the Company will continue to operate and meet its liabilities over the five-year period. ## Engagement of the auditor The Company's auditor is MHA (formerly MacIntyre Hudson LLP). The Committee reviewed the audit plan and associated fees proposed by MHA. The audit fee for the year was £67,200 (2025: £65,000). MHA did not provide any non-audit services during the year. ### Auditor evaluation MHA have much experience in the VCT sector and the Board are satisfied that MHA has carried out its duties as auditor in a diligent and professional manner. **Hemant Mardia** **Chairman of the Audit Committee** **29 July 2026** | 55 --- # Directors' Remuneration Report The Board has prepared this report in accordance with the requirements of the Large and Medium Sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013. An Ordinary resolution for the approval of this report will be put to shareholders at the forthcoming Annual General Meeting. The law requires the Company's Auditor, MHA, to audit certain disclosures provided. Where disclosures have been audited, they are indicated as such, the rest of the disclosures have been reviewed for consistency with the financial statements and the Auditor's understanding of the Company. The Auditor's opinion is included in the 'Independent Auditor's Report' on pages 62 to 69. ## Statement from the Chairman I am pleased to present the Directors' Remuneration Report for the year ended 31 March 2026. The Board consists entirely of non-executive Directors and the Company has no employees. We have not, therefore, reported on those aspects of remuneration that relate to executive Directors. Due to the size and nature of the Board, it is not considered appropriate for the Company to establish a separate remuneration committee, and the remuneration of the Directors is therefore dealt with by the Board as a whole. During the year to 31 March 2026, the fees were set at the rate of £26,000 per annum for the Chairman, £24,000 for Chair of the Audit Committee and £22,000 per annum for other Directors. John Glencross receives no fees from the Company. ## Company Performance The graph below compares the total return (assuming all dividends are reinvested) to original holders of (old) Ordinary shares since 8 April 2010 and to original holders of C shares since 5 April 2011 (when the Ordinary shares and C shares respectively were first admitted to the Official List of The UK Listing Authority) and to original holders of D shares since 9 March 2016 and to holders of new Ordinary shares since 1 August 2017 compared to the total shareholder return in the FTSE AIM All Share Index. The FTSE AIM All Share index is the most appropriate for comparison as this allows smaller companies, like the Calculus VCT, to list on a public exchange. The original Ordinary shares, C shares and D shares no longer exist. All share classes were merged on 1 August 2017 using conversion ratios of 1 Ordinary share = 0.1442 D shares and 1 C share = 0.235 D shares and then all the shares were renamed (new) Ordinary shares. The lines shown below for the original Ordinary and C classes from 1 August 2017 to 28 February 2018 use pro forma figures calculated by taking the proportion of a new Ordinary share as is represented by the conversion ratio X the price of an Ordinary share and adding cumulative dividends. As the D shares were renamed Ordinary shares, the pro forma return is the same as that of the Ordinary shares. ![img-29.jpeg](img-29.jpeg) 56 --- ## Directors' Emoluments for the year ended 31 March 2026 The Directors who served in the year received the following emoluments in the form of fees: ### Director fees (audited) | | Year to 31 Mar 26 £'000 | Year to 31 Mar 25 £'000 | | --- | --- | --- | | John Glencross (resigned 31 March 2026) | - | - | | Janine Nicholls (resigned 30 September 2025) | 12 | 24 | | Jan Ward | 26 | 26 | | Hemant Mardia | 23 | 22 | | Total | 61 | 72 | ### Percentage increase in directors' fees | | Year to 31 March 26 | Year to 31 Mar 25 | Period to 31 Mar 24 | | --- | --- | --- | --- | | John Glencross | - | - | - | | Janine Nicholls | - | - | 10% | | Hemant Mardia | - | - | - | | Jan Ward | - | - | 8% | Prior to 1 March 2024, the Directors' fees had not been increased since 2019. Following a review of the competitor landscape and levels of inflation since 2019, the Directors' fees were increased accordingly. Directors are compensated only for the period in which they serve. John Glencross is not entitled to any remuneration from the Company due to his connection with Calculus Capital Limited. ### Taxable benefits, Variable Pay and Pension Benefits The Directors who served during the year received no taxable or pension benefits during the year. ### AIFMD Remuneration Disclosure The Company's AIFM, Calculus Capital Limited, is authorised and regulated by the Financial Conduct Authority and is subject to the remuneration requirements of the UK AIFM regime. The AIFM maintains a remuneration policy consistent with sound and effective risk management, aligned with the long-term interests of the funds it manages, including the Company, and which does not encourage risk-taking inconsistent with their risk profiles or constitutional documents. The policy is reviewed regularly and applied proportionately to the AIFM's size, internal organisation and the nature, scope and complexity of its activities. 57 --- ## Directors' Interests (audited) There is no requirement under the Company's Articles of Association for Directors to hold shares in the Company. The interests of the Directors and any connected persons in shares of the Company are set out below: | Director | Number of Ordinary Shares at: | | Percentage of Voting rights: | | | --- | --- | --- | --- | --- | | | 31 March 2026 | 31 March 2025 | 31 March 2026 | 31 March 2025 | | Jan Ward | 7,077 | 7,077 | 0% | 0% | | John Glencross | 76,640 | 76,640 | 0% | 0% | | Hemant Mardia | - | - | 0% | 0% | | Janine Nicholls | 22,566 | 22,566 | 0% | 0% | ## Relative Importance of Spend on Pay | | 2026 £'000 | 2025 £'000 | Change | | --- | --- | --- | --- | | Total dividends paid in the year | 2,556 | 2,843 | (10.1%) | | Total remuneration paid to Directors | 61 | 72 | (15.3%) | ## Voting The Directors' Remuneration Report for the year ended 31 March 2025 was approved by shareholders at the Annual General Meeting held on 23 August 2025. The votes cast by proxy were as follows: | Directors' Remuneration Report | Number of Votes | % of Votes Cast | | --- | --- | --- | | For | 916,673 | 85 | | Against | 150,553 | 14 | | At Chairman's discretion | 10,401 | 1 | | Total votes cast | 1,077,627 | 100 | | Number of votes withheld | - | - | 58 --- ## Directors' Remuneration Policy The Board's policy is that remuneration of non-executive Directors should reflect the experience of the Board as a whole and is determined with reference to comparable organisations and appointments. The level of remuneration has been set in order to attract individuals of a calibre appropriate to the future development of the Company 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. There are no performance conditions attaching to the remuneration of the Directors as the Board does not believe that this is appropriate for non-executive Directors. The fees for the non-executive Directors are discretionary, they are determined by the Board within the limit (not to exceed £100,000 per year in aggregate) set out in the Company's Articles of Association, and they are not eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits. The approval of shareholders would be required to increase the limits set out in the Articles of Association. The Directors have considered diversity and inclusion in relation to Board membership when recruiting new Board members and when considering investments. The current independent Board members is 50% female and is made up of Directors from a diverse sector background. The Board aims to ensure its recruitment policy meets the highest standards in this regard and encourages applications for vacant posts from as wide range of applicants as possible. | | Expected Fees for Year to 31 March 2027 £ | Paid Fees for Year to 31 March 2026 £ | | --- | --- | --- | | Chairman basic fee | 26,000 | 26,000 | | Audit Chair fee | 24,000 | 24,000 | | Non-executive Director basic fee | - | 11,000 | | Total aggregate annual fees that can be paid | 50,000 | 61,000 | | | 100,000 | 100,000 | ## Total Aggregate Limit Fees for any new Director appointed would be in line with the Directors' Remuneration Policy. Fees payable in respect of subsequent periods will be determined following an annual review. Any views expressed by shareholders on the fees being paid to Directors would be taken into consideration by the Board. In accordance with the regulations, an ordinary resolution to approve the Directors' Remuneration Policy will be put to shareholders at least once every three years and in any year if there is to be a change in the Directors' Remuneration Policy. The Directors' Remuneration Policy was last approved by 85 per cent of votes cast at the Annual General Meeting in 2025. The proxy votes received on this resolution were 916,673 in favour and 150,553 against, 10,401 at the Chairman's discretion and no votes withheld. As a measure of good practice, ordinary resolution 3 to approve the Directors' Remuneration Policy is being put to shareholders at the forthcoming Annual General Meeting. 59 --- ## Directors' Service Contracts It is the Board's policy that Directors do not have service contracts, but Directors are provided with a letter of appointment as a non-executive Director. The appointments can be requested from the Secretary. The terms of their appointment provide that Directors shall retire and be subject to election at the first Annual General Meeting after their appointment. Directors are thereafter obliged to retire every year in accordance with AIC Code on Corporate Governance. Further details can be found in the Corporate Governance Statement on page 49. Directors who have served on the Board for nine years are no longer considered independent and subsequently must resign from the Board. The terms also provide that a Director may be removed on not less than three months written notice. Compensation will not be made upon early termination of appointment. ## Approval The Directors' Remuneration Report was approved by the Board on 29 July 2026. ## On behalf of the Board **Jan Ward, Chairman** **29 July 2026** 60 --- # Directors' Responsibilities Statement The Directors are responsible for preparing the Annual Report and the Accounts in accordance with applicable law and regulations. Company law requires the Directors to prepare Accounts for each financial year. Under that law they have elected to prepare the Accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards including FRS 102, the financial reporting standard applicable in the UK and Republic of Ireland and applicable laws). Under company law, the Directors must not approve the Accounts unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company for that period. In preparing these Accounts, the Directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - state whether applicable UK Accounting Standards, comprising of FRS 102, have been followed, subject to any material departures disclosed and explained in the Accounts; and - prepare the Accounts on the going concern basis unless it is inappropriate to presume that the Company will continue in business. - prepare a Director's report, a strategic report and director's remuneration report which comply with the requirements of the Companies Act 2006. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Accounts and the Directors' Remuneration Report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Accounts are published on the www.calculuscapital.com website, which is maintained by the Company's Manager, Calculus Capital Limited. The maintenance and integrity of the website maintained by Calculus Capital Limited is, so far as it relates to the Company, the responsibility of Calculus Capital Limited. The work carried out by the Auditor does not involve consideration of the maintenance and integrity of this website and accordingly, the Auditor accepts no responsibility for any changes that have occurred to the Accounts since they were initially presented on the website. Visitors to the website need to be aware that legislation in the United Kingdom covering the preparation and dissemination of the Accounts may differ from legislation in their jurisdiction. We confirm that to the best of our knowledge: - the Accounts, prepared in accordance with UK accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and - the Annual Report including the Strategic Report includes a fair review of the development and performance of the business and the position of the Company together with a description of the principal risks and uncertainties that it faces. ## On behalf of the Board **Jan Ward, Chairman** **29 July 2026** 61 --- # Independent Auditor's Report to the Members of Calculus VCT plc For the purpose of this report, the terms "we" and "our" denote MHA in relation to UK legal, professional and regulatory responsibilities and reporting obligations to the members of Calculus VCT plc. For the purposes of the table on page 63 that sets out the key audit matter and how our audit addressed the key audit matter, the terms "we" and "our" refer to MHA. The "Company" is defined as Calculus VCT plc. The relevant legislation governing the Company is the United Kingdom Companies Act 2006 ("Companies Act 2006"). ## Opinion We have audited the financial statements of the Company for the year ended 31 March 2026. The financial statements that we have audited comprise: - the Income Statement - the Statement of Financial Position - the Statement of Changes in Equity - the Statement of Cash Flows, and - Notes 1 to 20 to the financial statements, including material accounting policies. The financial reporting framework that has been applied in the preparation of the Company's financial statements is United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion, the financial statements: - give a true and fair view of the state of the Company's affairs as at 31 March 2026 and its profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and - have been prepared in accordance with the requirements of Companies Act 2006. Our opinion is consistent with our reporting to the Audit Committee. ## Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our ethical responsibilities in accordance with those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. ## Conclusions relating to going concern In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included: - Considering risks inherent to the Company's operations and specifically its business model. - Evaluating how those risks might impact on the Company's available financial resources. - Obtaining the Company's monitoring reports prepared by management's expert as at year end and reviewing the calculations therein to ensure that the Company was meeting its requirements to retain VCT status. - Reviewing the forecasted cashflows that support the Directors' assessment of the going concern, challenging assumptions and judgements made in the forecasts, and assessing them for reasonableness, by considering the available cash resources relative to the forecast expenditure, which was assessed against the prior year for reasonableness, as well as the quantum of liquid investments at year end. - Considering the impact of market volatility and uncertainty, including as a result of continuing geopolitical and economic conditions. - Considering liquidity risks associated with the VCT's investment portfolio, particularly due to its inherent exposure to unlisted companies. 62 | calculuscapital.com --- Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In relation to the Company's reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors' statement in the company's financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. ## Overview of our audit approach | **Scope** | Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company's system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the directors that may have represented a risk of material misstatement. | | | | --- | --- | --- | --- | | **Materiality** | 2026 | 2025 | | | **Overall materiality** | £522,144 | £452,045 | 1% (2025: 1%) of the net assets | | **Key audit matters recurring** | Valuation of unquoted investments | | | ## Key Audit Matters Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those matters which had the greatest effect on the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. ## Valuation of unquoted investments | **Financial Statement Elements** Unquoted investments held at fair value through profit and loss (Note 16e) | FY26 £37.8m | FY25 £34.4m | | --- | --- | --- | 63 --- | **Key audit matter description** | The company holds a significant portfolio of unquoted investments, which are measured at fair value in accordance with the International Private Equity and Venture Capital Valuation Guidelines. Fair value is typically determined using valuation techniques such as discounted cash flow models, earnings or revenue-based multiples and market comparable analysis. These valuations involve a significant degree of management judgement, particularly in selecting appropriate valuation methodologies and key assumptions used in determining fair value. There is therefore a risk that the judgements applied in the valuation methodologies could result in a material misstatement of investment values. As a result, we identified the valuation of unquoted investments as a key audit matter due to its significant impact on our overall audit strategy and the allocation of our resources. | | --- | --- | | **How the scope of our audit responded to the key audit matter** | We responded to this matter by testing the valuation of the portfolio of investments. Our audit procedures included: - Obtaining an understanding of the internal controls over the investment valuation, including assessing the design and implementation of key management controls; - Reviewing the most recent financial statements and latest management accounts of the underlying investee companies, where available, to assess whether relevant financial information had been considered in the valuations; - Evaluating management's valuation methodology for unquoted investments including whether the methodologies applied were consistent with the nature and circumstances of the investments; - Engaging our external valuation experts to assist in assessing whether the valuation methodologies applied by management were consistent with the International Private Equity and Venture Capital Valuation (IPEV) Guidelines; - For a sample of unquoted investments, with the involvement of external valuation experts, challenging key assumptions applied in management's valuation models, including relevant inputs such as revenue or earnings multiples, discount rates and other valuation judgements, where applicable; - Assessing whether the valuation conclusions were supported by the available audit evidence; - Reviewing the allocation of enterprise values to the Company's shareholdings, including consideration of capital structures, preference rights and allocation methodologies where relevant; - Considering whether any other events that occurred subsequent to the period end affect the underlying assumptions of the valuations at 31 March 2026. - Considering whether any other events that occurred subsequent to the period end affect the underlying assumptions of the valuations at 31 March 2026. | 64 | calculuscapital.com --- # ---**Key observations** Nothing has come to our attention to indicate that the valuation of unquoted investments as at 31 March 2026 are unreasonable or materially misstated in accordance with FRS 102 and AIC SORP. ## Our application of materiality Our definition of materiality considers the value of error or omission on the financial statements that, individually or in aggregate, would change or influence the economic decision of a reasonably knowledgeable user of those financial statements. Misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole. Materiality is used in planning the scope of our work, executing that work and evaluating the results. Materiality in respect of the Company was set at £522,144 (2025: £452,045) which was determined on the basis of 1% (2025: 1%) of the Company's net assets. Net assets was considered the most appropriate benchmark given the nature of the Company as a Venture Capital Trust. This benchmark reflects the focus of shareholders and regulators on the Company's capital strength, investment portfolio and net asset value (NAV) performance. Performance materiality is the application of materiality at the individual account or balance level, set at an amount to reduce, to an appropriately low level, the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole. Performance materiality for the Company was set at £365,501 (2025: £271,227) which represents 70% (2025: 60%) of the above materiality levels. The determination of performance materiality reflects our assessment of the risk of undetected errors existing, the nature of the systems and controls and the level of misstatements arising in previous audits. We agreed to report any corrected or uncorrected adjustments exceeding £26,107 to the Audit Committee as well as differences below this threshold that in our view warranted reporting on qualitative grounds. ## The control environment We evaluated the design and implementation of those internal controls of the Company which are relevant to our audit, such as those relating to the financial reporting cycle. ## Reporting on other information The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. 65 --- ## Strategic report and directors report In our opinion, based on the work undertaken in the course of the audit: - the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and - the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report. ## Directors' remuneration report Those aspects of the Directors' remuneration report which are required to be audited have been prepared in accordance with applicable legal requirements. ## Corporate governance statement We have reviewed the directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the company's compliance with the provisions of the UK Corporate Governance Code specified for our review by the Listing Rules. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit: - Directors' statement with regards the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 47; - Directors' explanation as to its assessment of the company's prospects, the period this assessment covers and why the period is appropriate set out on page 30; - Directors' statement on whether it has a reasonable expectation that the company will be able to continue in operation and meets its liabilities set out on page 30; - Directors' statement on fair, balanced and understandable set out on page 36; - Board's confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 32 to 36; - Section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 47 and - Section describing the work of the audit committee set out on page 51 ## Matters on which we are required to report by exception We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or - the financial statements are not in agreement with the accounting records; or - certain disclosures of directors' remuneration specified by law are not made; or - the part of the directors' remuneration report to be audited is not in agreement with the accounting records; or - we have not received all the information and explanations we require for our audit; or - a corporate governance statement has not been prepared by the Company. 66 calculuscapital.com --- ## Responsibilities of Directors As explained more fully in the Directors' responsibilities statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. ## Auditor responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of our responsibilities for the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. ## Extent to which the audit was considered capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it. ## Identifying and assessing potential risks arising from irregularities, including fraud The extent of the procedures undertaken to identify and assess the risks of material misstatement in respect of irregularities, including fraud, included the following: - We considered the nature of the industry and sector the control environment, business performance including remuneration policies and the Company's own risk assessment that irregularities might occur as a result of fraud or error. From our sector experience and through discussion with the directors, we obtained an understanding of the legal and regulatory frameworks applicable to the Company focusing on laws and regulations that could reasonably be expected to have a direct material effect on the financial statements, such as provisions of the Companies Act 2006, industry practice represented by the Statement of Recommended Practice: Financial Statements of Investment Trust Companies and Venture Capital Trusts ('the SORP'), the Company's qualification as a Venture Capital Trust under section 274 of the Income Tax Act 2007 and the applicable financial reporting framework. 67 --- We also considered other laws and regulations applicable to the Company's wider annual report and regulatory environment, including the FCA Listing Rules and Disclosure Guidance and Transparency Rules, and the principles of the UK Corporate Governance Code as applied through adherence to the AIC Code of Corporate Governance. - • We enquired with the directors and management concerning the Company's policies and procedures relating to: - • identifying, evaluating and complying with the laws and regulations and whether they were aware of any instances of non-compliance; - • detecting and responding to the risks of fraud and whether they had any knowledge of actual or suspected fraud; and - • the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations. - • We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by evaluating management's incentives and opportunities for manipulation of the financial statements. This included utilising the spectrum of inherent risk and an evaluation of the risk of management override of controls. We determined that the principal risks were related to posting inappropriate journal entries to increase income or reduce costs, creating fictitious transactions to hide losses or to improve financial performance, and management bias in accounting estimates particularly in valuation of unquoted investments. ## Audit response to risks identified In respect of the above procedures, we: - • reviewed financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations expected to have a direct impact on the financial statements. - • tested journal entries, including those processed late for financial statements preparation, those posted by infrequent or unexpected users, and those posted to unusual account combinations. - • evaluated the business rationale of significant transactions outside the normal course of business, and reviewed accounting estimates for bias. - • enquired with management around actual and potential litigation and claims. - • challenged the assumptions and judgements made by management in its significant accounting estimates, in particular those relating to the valuation of unquoted investments in the key audit matter section of our report. - • obtaining confirmations from third parties to confirm existence of investment balances where relevant - • reviewed minutes of meetings of those charged with governance for the period for instances of non-compliance with laws and regulations. - • communicated relevant laws and regulations and potential fraud risks to all engagement team members, including experts, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. ## Other requirements We were first appointed by the Directors on 17 March 2025 to audit the statutory financial statements of the Company for the year ended 31 March 2025. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is 2 years. We did not provide any non-audit services which are prohibited by the FRC's Ethical Standard to the Company, and we remain independent of the Company in conducting our audit. ## Use of our report This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed. 68 calculuscapital.com --- The Company is required to include these financial statements in an annual financial report prepared under Disclosure Guidance and Transparency Rules 4.1.15R to 4.1.18R. This auditor's report provides no assurance over whether the annual financial report has been prepared in accordance with those requirements. **Ahmer Khan CA** **(Senior Statutory Auditor)** **for and on behalf of MHA, Statutory Auditor** **London, United Kingdom** **29 July 2026** MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542) | 69 --- ## for the year ended 31 March 2026 | | Year ended 31 March 2026 | | | | Year Ended 31 March 2025 | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Revenue Return | | Capital Return | Total | Revenue Return | | Capital Return | Total | | | Note | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | | Movement in unrealised gains on Investment at fair value | 9 | – | 975 | 975 | – | 2,348 | 2,348 | | | Realised gain/(losses) on sales | 9 | – | 358 | 358 | – | (731) | (731) | | | Income | 3 | 593 | – | 593 | 712 | – | 712 | | | Investment management fee | 4 | (238) | (714) | (952) | (181) | (542) | (723) | | | Other expenses | 5 | (406) | – | (406) | (314) | – | (314) | | | (Loss)/profit before taxation | | (51) | 619 | 568 | 217 | 1,075 | 1,292 | | | Taxation | 6 | – | – | – | – | – | – | | | (Loss)/profit attributable to shareholders | | (51) | 619 | 568 | 217 | 1,075 | 1,292 | | | (Loss)/profit per Ordinary share basic and diluted | 8 | (0.06)p | 0.73p | 0.67p | 0.30p | 1.50p | 1.80p | | All items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year. There is no other comprehensive income as there were no other gains or losses other than those passing through the Income Statement. The revenue and capital return columns are both prepared in accordance with the Association of Investment Companies Statement of Recommended Practice (AIC SORP). The notes on pages 75 to 89 form an integral part of these financial statements. 70 | --- # Statement of Financial Position | | Note | 31 March 2026 £'000 | 31 March 2025 £'000 | | --- | --- | --- | --- | | **Non-current assets** | | | | | Investments at fair value through profit or loss | 9 | 48,816 | 43,695 | | Sales awaiting settlement | 10 | 496 | 1,226 | | Fixed interest awaiting settlement | 10 | 250 | 251 | | Total non-current assets | | 49,562 | 45,172 | | **Current assets** | | | | | Debtors | 10 | 1,113 | 396 | | Cash at bank and on deposit | | 2,128 | 640 | | Total current assets | | 3,241 | 1,036 | | **Current liabilities** | | | | | Creditors | 11 | (437) | (379) | | **Net current assets** | | **2,804** | **657** | | **Non-current liabilities** | | | | | IFA trail commission* | | (152) | (116) | | **Net assets** | | **52,214** | **45,713** | | **Capital and reserves** | | | | | Called-up share capital | 12 | 925 | 774 | | Share Premium Account | | 5,624 | 32,326 | | Special reserve | | 43,354 | 10,773 | | Capital redemption reserve | | 14 | 111 | | Capital reserve – realised | | (3,705) | (3,595) | | Capital reserve – unrealised | | 7,555 | 6,826 | | Revenue reserve | | (1,553) | (1,502) | | **Equity shareholders' funds** | | **52,214** | **45,713** | | Net asset value per Ordinary share – basic and diluted | 13 | 56.43p | 59.04p | *Under the terms of the Prospectus, intermediaries of non-advised investors are paid annual trail commission of 0.5% net asset value for each share their clients were allotted up to a maximum of 3% or 6 years. The intermediaries become contractually entitled to the trail commission when the shares are allotted. These financial statements were approved and authorised for issue by the Board of Calculus VCT plc (07142153) on 29 July 2026 and were signed on its behalf by: **Jan Ward, Chairman** The notes on pages 75 to 89 form an integral part of these financial statements. 71 --- # Statement of Changes in Equity | | Share Capital | Share Premium Account | Special Reserve* | Capital Redemption Reserve | Capital Reserve Realised | Capital Reserve Unrealised | Revenue Reserve | Total | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | | **For the year ended 31 March 2026** | | | | | | | | | | 1 April 2025 | 774 | 32,326 | 10,773 | 111 | (3,595) | 6,826 | (1,502) | 45,713 | | **(Loss)/Profit for the year** | | | | | | | | | | Realised gains on investments | - | - | - | - | 358 | - | - | 358 | | Investment holding gains | - | - | - | - | - | 975 | - | 975 | | Investment Management fee allocated to capital | - | - | - | - | (714) | - | - | (714) | | Revenue return after tax | - | - | - | - | - | - | (51) | (51) | | **Total profit/(loss) attributable to shareholders for the year** | | | | | (356) | 975 | (51) | 568 | | **Transactions with shareholders** | | | | | | | | | | New share issue | 178 | 10,075 | - | - | - | - | - | 10,253 | | Expenses of share issue | - | (260) | - | - | - | - | - | (260) | | Change in accrual in IFA trail commission | - | (68) | - | - | - | - | - | (68) | | Share buybacks for cancellation | (27) | - | (1,436) | 27 | - | - | - | (1,436) | | Dividends paid | - | - | (2,556) | - | - | - | - | (2,556) | | Cancellation of share premium account | - | (36,449) | 36,449 | - | - | - | - | - | | Cancellation of capital redemption reserve | - | - | 124 | (124) | - | - | - | - | | **Total transactions with shareholders** | **151** | **(26,702)** | **32,581** | **(97)** | **-** | **-** | **-** | **5,933** | | Transfer of previously unrealised losses to realised | - | - | - | - | 246 | (246) | - | - | | 31 March 2026 | 925 | 5,624 | 43,354 | 14 | (3,705) | 7,555 | (1,553) | 52,214 | The notes on pages 75 to 89 form an integral part of these financial statements. 72 --- # Statement of Changes in Equity for the year ended 31 March 2026 (Continued) | | Share Capital | Share Premium Account | Special Reserve | Capital Redemption Reserve | Capital Reserve Realised | Capital Reserve Unrealised | Revenue Reserve | Total | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | | **For the year ended 31 March 2025** | | | | | | | | | | 1 April 2024 | 634 | 23,057 | 14,848 | 89 | (1,918) | 4,074 | (1,719) | 39,065 | | **(Loss)/Profit for the year** | | | | | | | | | | Realised losses on investment | – | – | – | – | (731) | – | – | (731) | | Investment holding gain | – | – | – | – | – | 2,348 | – | 2,348 | | Investment Management fee allocated to capital | – | – | – | – | (542) | – | – | (542) | | Revenue return after tax | – | – | – | – | – | – | 217 | 217 | | **Total (loss)/profit attributable to shareholders for the year** | – | – | – | – | (1,273) | 2,348 | 217 | 1,292 | | **Transactions with shareholders** | | | | | | | | | | New share issue | 162 | 9,535 | – | – | – | – | – | 9,697 | | Expenses of share issue | – | (229) | – | – | – | – | – | (229) | | Change in accrual in IFA trail commission | – | (37) | – | – | – | – | – | (37) | | Share buybacks for cancellation | (22) | – | (1,232) | 22 | – | – | – | (1,232) | | Dividends paid | – | – | (2,843) | – | – | – | – | (2,843) | | **Total transactions with shareholders** | **140** | **9,269** | **(4,075)** | **22** | **–** | **–** | **–** | **5,356** | | Transfer of previously unrealised losses to realised | – | – | – | – | (404) | 404 | – | – | | 31 March 2025 | 774 | 32,326 | 10,773 | 111 | (3,595) | 6,826 | (1,502) | 45,713 | *The distributable reserves of £1,523,000 consist of Special Reserves of £6,781,000 (2025: £10,773,000) less Realised Losses £3,705,000 (2025: £3,595,000) and accumulated losses of the Revenue Reserve £1,553,000 (2025: £1,502,000). In accordance with VCT rules, special reserves created from share premium cannot be distributed until three years after the accounting period in which the shares were issued. Following court approval, the share premium account was cancelled on 9th December 2025. The notes on pages 75 to 89 form an integral part of these financial statements. 73 --- ## for the year ended 31 March 2026 | | Year Ended 31 March 2026 | Year Ended 31 March 2025 | | --- | --- | --- | | | £'000 | £'000 | | **Cash flows from operating activities** | | | | Investment income received | 393 | 397 | | Deposit interest received | 90 | 102 | | Investment management fees | (889) | (751) | | Other operating expenses | (378) | (297) | | **Net cash flow from operating activities** | **(784)** | **(549)** | | **Cash flows from investing activities** | | | | Purchase of investments | (8,262) | (6,819) | | Sale of investments | 4,589 | 1,493 | | **Cash outflow from investing activities** | **(3,673)** | **(5,326)** | | **Cash flows from financing activities** | | | | Ordinary share issue* | 9,927 | 9,306 | | Expense of share issue** | (288) | (201) | | IFA trail commission | (28) | (29) | | Share buybacks for cancellation | (1,436) | (1,232) | | Equity dividend paid*** | (2,230) | (2,453) | | **Cash inflow from financing activities** | **5,945** | **5,391** | | Increase/ (Decrease) in cash and cash equivalents | 1,488 | (484) | | **Analysis of changes in cash and cash equivalents** | | | | Cash and cash equivalents at the beginning of year end | 640 | 1,124 | | Net cash increase/(decrease) | 1,488 | (484) | | **Cash and cash equivalents at the year end** | **2,128** | **640** | *Of the £10,253,000 shares issued in the year as disclosed on the Statement of Changes in Equity (2025: £9,697,000), £9,927,000 were paid for in cash (2025: £9,306,000) and £326,000 relate to the shares issued under the dividend reinvestment scheme (2025: £391,000). **The difference between the expense of share issue in the Statement of Changes in Equity and the Cashflow relates to expenses that were accrued at the year end. ***£2,230,000 dividends paid (2025: £2,453,000) comprise of £2,556,000 dividends declared (2025: £2,843,000) with £326,000 netted off for reinvestment under the dividend reinvestment scheme (2025: £391,000). The notes on pages 75 to 89 form an integral part of these financial statements. 74 | calculuscapital.com --- # Notes to the Financial Statements ## 1. Company Information The Company is incorporated in England and Wales and operates under the Companies Act 2006 (the Act) and the regulations made under the Act as a public company limited by shares, with registered number 07142153. The registered office of the Company is 12 Conduit Street, London, W1S 2XH. ## 2. Accounting Policies ### Basis of Accounting The Company's financial statements have been prepared under FRS102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' ('FRS 102' or the 'Standard') and in accordance with the Statement of Recommended Practice ('the SORP') for Investment Trust Companies and Venture Capital Trusts produced by the Association of Investment Companies ('AIC'). The financial statements are presented in Pounds Sterling (£) and are given to the nearest '000s. ### Going concern After reviewing the Company's cashflows and projections, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future (being a period 12 months from the date these financial statements were approved). This is primarily due to the large cash reserves raised through new subscription offers, the funds raised are invested in accordance with the Company's investment policy and to meet VCT qualification requirements. The Company therefore continues to adopt the going concern basis in preparing its financial statements. ### Significant judgements and estimates Preparation of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made are in the valuation of unquoted investments. Estimates and assumptions primarily relate to the valuation of the unquoted holdings within the fixed asset investments. These estimates and assumptions are under continuous review from the investment manager. The investment valuation policies play a crucial role due to the impact they have on the Company's financial position and therefore require the application of subjective and complex judgements. The main accounting and valuation policies used by the Company are disclosed below. The valuation methodologies used when valuing unquoted investments provide a range of possible values. Judgments are made to determine the best valuation methodology in order to ascertain the fair value of unquoted investments. Fair value is calculated within a reasonable range of estimates. Estimates are based on historical experience and other assumptions that are considered reasonable under the circumstances. Hence, investments are measured at fair value in accordance with the International Private Equity and Venture Capital Valuation Guidelines. Further information on fair value of the Company's investments can be found on page 86. The sensitivity analysis in note 16 demonstrates the impact on the portfolio of applying alternative values in the upside and downside. Although the Company believes that the assumptions concerning the macroeconomic environment and estimation of future cash flows are appropriate, changes in estimates and assumptions could require changes in the stated values. As at 31 March 2026 the value of unquoted investments included within the Company's investment portfolio was £37,754,000 (2025: £34,374,000). ### Investments The Company has adopted FRS 102, sections 11 and 12, for the recognition and measurement of financial instruments. The Company's business is investing in financial assets with a view to profiting from their total return in the form of increases in fair value. Fair value is the amount for which an asset can be exchanged between knowledgeable, willing parties in an arm's length transaction. The Company manages and evaluates the performance of these investments on a fair value basis in accordance with its investment strategy, and information about the investments is provided on this basis to the Board of directors. Investments held at fair value through profit or loss are initially recognised at fair value, being the methodology used when assessing that the consideration given was appropriate and excluding transaction or other dealing costs associated with the investment, which are expensed and included in the capital column of the Income Statement. Gains or losses on investments classified as at fair value through profit or loss are recognised in the capital column of the Income Statement and allocated to the capital reserve – unrealised or realised as appropriate. All purchases and sales of quoted investments are accounted for on the trade date basis. All purchases and sales of unquoted investments are accounted for on the date that the sale and purchase agreement becomes unconditional. For quoted investments and money market instruments, fair value is established by reference to bid or last market prices depending on the convention of the exchange on which the investment is quoted at the close of business on the balance sheet date. Unquoted investments are valued using an appropriate valuation 75 --- technique so as to establish what the transaction price would have been at the balance sheet date. Such investments are valued in accordance with the most recent International Private Equity and Venture Capital ("IPEV") guidelines. Primary indicators of fair value are derived from prices of recent investments or cost, calibrated with other valuation methods such as earnings or sales multiples, discounted cash flows, or from net assets. Earnings or sales multiples are tools that evaluate a financial metric as a ratio of another, allowing the comparable analysis of different companies. Relevant multiples are collated from the analysis of appropriate public companies and precedent transactions, and applied to both historic and forward-looking sales and earnings, the assumptions of which are based on the Company's forecasts, providing a suitable enterprise value for the respective unquoted investment. A discounted cash flow is a valuation tool used by the Company to estimate the value of relevant unquoted investments, based on its forecasted cash flows. For the unquoted investments, the majority of the present value will be in the terminal value, which captures the value of the investment beyond the forecasted period. Predominantly, the Company assumes an earnings or sales multiple, based on comparable company analysis, and applies this to the relevant financial metric for the final year of the investment's forecast. The present value of forecast future cash flows is calculated by using a discount rate appropriate for the individual company being valued, taking into account the company's stage of development and risk profile ## Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits. Cash equivalents exclude liquidity fund investments as the Company considers the liquidity fund is part of the investment portfolio. ## Debtors Trade receivables, sales awaiting settlement, fixed interest awaiting settlement and other debtors are initially recognised at transaction price. Subsequently, they are measured at amortised cost using the effective interest method, less any impairment losses. Where debtors are due within one year and do not constitute a financing transaction, amortised cost is not materially different from the original transaction price less any impairment. Prepayments are initially and subsequently measured at cash paid, and recognised as expenses over the period to which they relate. Any losses arising from impairment are recognised in the income statement in other operating expenses upon notification. ## Creditors Trade payables and accruals are initially measured at transaction price and are subsequently measured at amortised cost. Where settlement is expected within one year, the carrying value approximates amortised cost. IFA trail commission is revalued applying the prior month's Net Asset Value to the current number of shares attracting trail commission. ## Income Dividends receivable on quoted equity shares and money market funds are taken to revenue on the date on which the shares or units are marked as ex-dividend. Where no ex-dividend date is available, the revenue is recognised when the Company's right to receive it has been established. Interest receivable from fixed income securities and debt securities are recognised on a time apportionment basis, provided there is no reasonable doubt that payment will be received in due course. Provision is made against this income where recovery is doubtful. Interest receivable on bank deposits is included in the financial statements on an accrual basis. All other income is accounted for on a time-apportioned accrual basis and recognised in the Income Statement. ## Expenses All expenses are accounted for on an accrual basis. Expenses are charged through revenue in the Income Statement except as follows: - costs that are incidental to the acquisition or disposal of an investment are taken to the capital column of the Income Statement. - expenses are charged to the capital column in the Income Statement where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. In this respect investment management fees have been allocated 75 per cent to the capital column and 25 per cent to the revenue column in the Income Statement, being in line with the Board's expected long-term split of returns, in the form of capital gains and revenue respectively, from the investment portfolio of the Company. - expenses associated with the issue of shares are deducted from the share premium account. - Annual intermediary trail commission covering a six-year period since share allotment has been provided for in the Accounts as, due to the nature of the Company, it is probable that this will be payable. The commission is apportioned between current and non-current liabilities. Expenses incurred by the Company in excess of the agreed cap, currently 3 per cent of NAV (excluding irrecoverable VAT, annual trail commission and performance incentive fees), could be clawed back from Calculus Capital Limited. Any clawback is treated as a credit against the expenses of the Company. Performance fees are recognised as a liability or contingent liability only when the current obligation to pay the performance incentive fee exists. As dividend decisions are discretionary, this obligation is assessed to exist when the dividends already distributed to a share class plus the net assets attributable to that share class would reach the performance hurdle. ## Share capital The share capital reserve contains the nominal value of all shares that have been issued. It is not distributable. 76 --- ## Share premium account The share premium is the excess paid by shareholders on share allotments above the nominal value of the share and is a non-distributable reserve. Following court approval on 9 December 2025 the share premium account balance as at 23 September 2025 was cancelled and the balance of £36,449,000 was transferred to the special reserve. ## Special reserve The special reserve is a distributable reserve created by several cancellations of the share premium account by order of the Court and forms part of the distributable reserves. The most recent share premium account cancellation was on 9 December 2025 as at 23 September 2025. Distributions may be restricted as determined in accordance with the Companies Act 2006 and HMRC rules specific to Venture Capital Trusts. The following items are taken to this reserve: - Costs of share buy backs; and - Dividends payable to shareholders In accordance with VCT rules, special reserves created from share premium cannot be distributed until three years after the accounting period in which the shares were issued. As at the year end, £21,790,000 of the special reserve was distributable which increased to £27,223,000 on 1 April 2026. ## Capital redemption reserve The capital redemption reserve accounts for the amounts by which the issued share capital is reduced through the repurchase and cancellation of the Company's own shares and is non-distributable. Following court approval on 9 December 2025 the capital redemption reserve balance as at 23 September 2025 was cancelled. ## Capital reserve The following are taken to the capital reserve through the capital column in the Income Statement: Capital reserve – realised, forming part of the distributable reserves: - gains and losses on the disposal of investments; - expenses allocated to this reserve in accordance with the above policies including 75% of management fees as this is the level associated with the enhancement or maintenance of investments; - capital expenses. Capital reserve – unrealised, not distributable. - Increase and decrease in the value of investments held at the year end. ## Revenue reserve The revenue reserve represents accumulated profits and losses retained by the Company. ## Taxation Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the reporting date where transactions or events that result in an obligation to pay more tax in the future have occurred at the reporting date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversals of the underlying timing differences can be deducted. Timing differences are differences between the Company's taxable profits and its results as stated in the financial statements. Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis. No taxation liability arises on gains from sales of fixed asset investments by the Company by virtue of its Venture Capital Trust status. However, the net revenue (excluding UK dividend income) accruing to the Company is liable to corporation tax at the prevailing rates. Any tax relief obtained in respect of management fees allocated to capital is reflected in the capital reserve – realised and a corresponding amount is charged against revenue. The relief is the amount by which corporation tax payable is reduced as a result of capital expenses. ## Dividends Dividends payable to equity shareholders are recognised in the Statement of Changes in Equity in the period which they are paid or have been approved by shareholders in the case of a final dividend and become a liability of the Company. Interim dividends are recognised when paid. Final dividends are recognised when approved by shareholders at the AGM when they become irrevocable and legally binding. 77 --- ## Share buybacks The Board considers that the Company should have the ability to purchase its shares in the market with the aim of providing the opportunity for shareholders who wish to sell their shares to do so. Subject to maintaining a level of liquidity in the Company which the Board considers appropriate, it is the intention that such purchases of shares will be made at a price which represents a discount of no greater than 5 per cent to the most recently published net asset value per share. Shares bought back will be cancelled. Where shares are purchased for cancellation, the consideration paid, including any directly attributable incremental costs, is deducted from distributable reserves. As required by the Companies Act 2006, the equivalent of the nominal value of shares cancelled is transferred to the capital redemption reserve. ## 3. Income | | Year Ended 31 March 2026 | Year Ended 31 March 2025 | | --- | --- | --- | | | £'000 | £'000 | | UK loan stock interest | 265 | 326 | | Liquidity Fund interest | 249 | 268 | | Bank interest | 79 | 118 | | | 593 | 712 | All income arose in the United Kingdom. The Board considered operating segments and considered there to be one, that of investing in financial assets. 78 --- ## 4. Investment Management Fee | | Year Ended 31 March 2026 | | | Year Ended 31 March 2025 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | Investment management fee | 238 | 714 | 952 | 181 | 542 | 723 | No performance fee was paid during the year or payable at the year-end (2025: £nil). For the year ended 31 March 2026, Calculus Capital Limited did not contribute (2025: £nil contributed) to the expenses of the Company as the total expenses did not exceed the expense cap. At 31 March 2026, there was £248,000 due to Calculus Capital Limited for management fees (2025: £185,000 due to Calculus Capital Limited). Details of the terms and conditions of the investment management agreement are set out in the Directors' Report. ## 5. Other Expenses | | Year Ended 31 March 2026 | Year Ended 31 March 2025 | | --- | --- | --- | | | £'000 | £'000 | | Directors' fees | 61 | 72 | | Calculus secretarial fee (VAT inclusive) | 90 | 18 | | Administrator's fees | 49 | 47 | | Fees payable to the Company's auditor for the audit of the Company's annual accounts | 67 | 65 | | Legal and professional fees | 37 | 26 | | Regulatory fees | 22 | 21 | | Other | 80 | 65 | | | 406 | 314 | Further details of Directors' fees can be found in the Directors' Remuneration Report on pages 56 to 60 of the Accounts. 79 --- ## 6. Taxation | | Year Ended 31 March 2026 | | | Year Ended 31 March 2025 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | Profit/(loss) before tax | (51) | 619 | 568 | 217 | 1,075 | 1,292 | | Theoretical tax at UK Corporation Tax rate of 25.00% (2025: 25%) | (13) | 155 | 142 | 54 | 269 | 323 | | Timing differences: loss not recognised, carried forward | 13 | 179 | 192 | (54) | 136 | 82 | | Effects of non-taxable gains | - | (334) | (334) | - | (405) | (405) | | Tax charge | - | - | - | - | - | - | The Corporation Tax rate was at 25% on 31 March 2025 and remained at 25% thereafter. At 31 March 2026, the Company had £4,886,000 (31 March 2025: 4,125,000) of excess management expenses to carry forward against future taxable profits. The Company's deferred tax asset of £1,219,000 (31 March 2025: £1,031,000) at the tax rate of 25% (2025: 25%) has not been recognised due to the fact that it is unlikely the excess management expenses will be set off in the foreseeable future. ## 7. Dividends | | Year Ended 31 March 2026 £'000 | Year Ended 31 March 2025 £'000 | | --- | --- | --- | | Declared and paid: Final dividend of 1.81p per Ordinary share in respect of the year ended 31 March 2025 (2024: 2.77p) | 1,513 | 1,963 | | Declared and paid: Interim dividend of 1.13p per Ordinary share in respect of the year ended 31 March 2026 (2025: 1.14p) | 1,043 | 880 | | | 2,556 | 2,843 | The Board have proposed an Ordinary share dividend in respect of the year to 31 March 2026 of 1.69 pence per share which, if approved by shareholders, will be paid on the 2 October 2026 to all Ordinary shareholders on the register on 3 September 2026. The proposed dividend is subject to approval by shareholders at the forthcoming Annual General Meeting and has not been included as a liability in these Accounts. ## 8. Return per Share (Basic and Diluted) | | Year Ended 31 March 2026 £'000 | | | Year Ended 31 March 2025 £'000 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue pence | Capital pence | Total pence | Revenue pence | Capital pence | Total pence | | Return per Ordinary share | (0.06) | 0.73 | 0.67 | 0.30 | 1.50 | 1.80 | 80 --- ## Ordinary share return Revenue return per Ordinary share is based on the net revenue loss after taxation of £51,000 (2025: gain £216,000) and on 84,739,054 Ordinary shares, (2025: 71,592,127) being the weighted average number of Ordinary shares in issue during the year. Capital return per Ordinary share is based on the net capital gain for the year of £619,000 (2025: gain £1,076,000) and on 84,739,054 Ordinary shares (2025: 71,592,127) being the weighted average number of Ordinary shares in issue during the year. Total return per Ordinary share is based on the net gain for the year of £568,000 (2025: £1,292,000) and on 84,739,054 Ordinary shares (2025: 71,592,127), being the weighted average number of Ordinary shares in issue during the year. ## 9. Investments | | Year Ended 31 March 2026 | | | Year Ended 31 March 2025 | | | | --- | --- | --- | --- | --- | --- | --- | | | VCT Qualifying Investments | Other Investments | Total | VCT Qualifying Investments | Other Investments | Total | | Opening book cost | 28,275 | 8,594 | 36,869 | 25,545 | 8,295 | 33,840 | | Opening investment holding gains | 6,561 | 265 | 6,826 | 3,866 | 208 | 4,074 | | Opening fair value | 34,836 | 8,859 | 43,695 | 29,411 | 8,503 | 37,914 | | **Movements in the year:** | | | | | | | | Purchases at cost | 6,284 | 2,700 | 8,984 | 5,652 | 1,200 | 6,852 | | Sales proceeds | (4,196) | (1,000) | (5,196) | (1,688) | (1,000) | (2,688) | | Realised gains/(losses) on sales | 358 | - | 358 | (766) | 35 | (731) | | Prior year unrealised gains/(losses) realised during the year | 246 | - | 246 | (468) | 64 | (404) | | Increase in investment holding gains | 603 | 126 | 729 | 2,695 | 57 | 2,752 | | Closing book cost | 30,967 | 10,294 | 41,261 | 28,275 | 8,594 | 36,869 | | Closing investment holding gains | 7,164 | 391 | 7,555 | 6,561 | 265 | 6,826 | | Closing fair value | 38,131 | 10,685 | 48,816 | 34,836 | 8,859 | 43,695 | Note 16 to the financial statements provides a detailed analysis of investments held at fair value through profit or loss. 81 --- ## 10. Debtors | | Year Ended 31 March 2026 £'000 | Year Ended 31 March 2025 £'000 | | --- | --- | --- | | **Current debtors** | | | | Prepayments and accrued income | 353 | 366 | | Sales awaiting settlement* | 760 | 30 | | **Non Current debtors** | | | | Sales awaiting settlement* | 496 | 1,226 | | Fixed interest awaiting settlement ** | 250 | 251 | | | **1,859** | **1,873** | *This relates to outstanding proceeds relating to exited portfolio companies Thanksbox Limited and Wheelright Limited. The non-current element is expected to be received after 31 March 2027. **This relates to exited portfolio company, Wheelright Limited. It is expected to be repaid after 31 March 2027. ## 11. Creditors | | Year Ended 31 March 2026 £'000 | Year Ended 31 March 2025 £'000 | | --- | --- | --- | | Management fees | 248 | 185 | | Audit fees | 65 | 65 | | Directors' fees | - | 8 | | Secretarial fees | 23 | 5 | | Administrator's fees | 4 | 8 | | Intermediary trail commission | 37 | 33 | | New issue costs | - | 28 | | Other creditors | 60 | 47 | | | **437** | **379** | 82 --- ## 12. Share Capital | Number of shares | Ordinary shares | | --- | --- | | **Ordinary shares of 1p each** | | | Opening balance 1 April 2025 | 77,430,445 | | New issue of Ordinary shares | 17,195,251 | | New issue of Ordinary shares via dividend reinvestment scheme | 578,381 | | Share buyback Ordinary shares | (2,680,656) | | **Closing balance 31 March 2026** | **92,523,421** | | **Nominal value** | | | | **Nominal value £'000** | | **Ordinary shares of 1p each** | | | Opening balance 1 April 2025 | 774 | | New issue of Ordinary shares | 172 | | New issue of Ordinary shares via dividend reinvestment scheme | 6 | | Share buyback Ordinary shares | (27) | | **Closing balance 31 March 2026** | **925** | On 4 April 2025, 3,807,071 Ordinary shares were issued for total consideration of £2,178,000. On 2 July 2025, 1,484,707 Ordinary shares were issued for total consideration of £850,000. On 2 September 2025, 2,162,683 Ordinary shares were issued for total consideration of £1,308,000. On 2 October 2025, under the Dividend Reinvestment scheme, 345,597 Ordinary shares were issued for a total consideration of £197,000. On 2 October 2025, 1,575,737 Ordinary shares were issued for a total consideration of £919,000. On 18 December 2025, 4,608,896 Ordinary shares were issued for a total consideration of £2,629,000. On 18 February 2026, 3,552,444 Ordinary shares were issued for a total consideration of £2,040,000. On 25 March 2026, 3,713 Ordinary shares were issued for a total consideration of £2,000 and on 25 March 2026, under the Dividend Reinvestment scheme, 232,784 Ordinary shares were issued for a total consideration of £128,000. On 5 June 2025 the Company bought back 1,208,303 Ordinary shares for cancellation. On 9 June 2025 the Company bought back 64,160 Ordinary shares for cancellation. On 14 October 2025, the Company bought back 707,389 Ordinary shares for cancellation. On 21 January 2026, the Company bought back 700,804 Ordinary shares for cancellation. All Ordinary shares are fully paid, rank pari passu, are eligible for the dividend and carry one vote per share. Under the Articles of Association, a resolution for the continuation of the Company as a VCT will be proposed at the Annual General Meeting falling after the tenth anniversary of the last allotment (from time to time) of shares in the Company and thereafter at five-yearly intervals. ## 13. Net Asset Value per Share | | 31 March 2026 | 31 March 2025 | | --- | --- | --- | | **Net asset value per Ordinary share (pence)** | **56.43** | **59.04** | The basic and diluted net asset value per Ordinary share is based on net assets of £52,214,000 (2025: £45,713,000) and on 92,523,421 Ordinary shares (2025: 77,430,445), being the number of Ordinary shares in issue at the end of the year. 83 --- ## 14. Financial Commitments At 31 March 2026, the Company did not have any financial commitments which had not been accrued for (2025: nil). ## 15. Non-cash transactions During the year, the Company converted £550,000 of convertible loan notes into equity instruments in Quai Administration Services Limited in accordance with agreed terms. As part of the transaction £111,000 of accrued interest was converted. This transaction resulted in the derecognition of loan investments and the recognition of equity investments of an equivalent carrying value. The Company's holding in Harland and Wolff Group Limited was written off during the year, as was deferred consideration of £60,000 in respect of Mologic Limited. As non-cash transactions, these have been excluded from the statement of cash flows and disclosed separately. ## 16. Financial Instruments The Company's financial instruments comprise securities and cash and liquid resources that arise directly from the Company's operations. The principal risks the Company faces in its portfolio management activities are: - Market price risk - Liquidity risk The Company does not have exposure to foreign currency risk. | | As at 31 March 2026 | | As at 31 March 2025 | | | --- | --- | --- | --- | --- | | | Fair Value Interest Rate Risk £'000 | Cash Flow Interest Rate Risk £'000 | Fair Value Interest Rate Risk £'000 | Cash Flow Interest Rate Risk £'000 | | Loan stock | 2,749 | - | 3,402 | - | | Money market funds | - | 10,685 | - | 8,859 | | Cash | - | 2,128 | - | 640 | | | **2,749** | **12,813** | **3,402** | **9,499** | Please note that the above table does not include equity or debtors. The variable rate is based on the banks' deposit rate and applies to cash balances held and the money market funds. The benchmark rate which determines the interest payments received on interest bearing cash balances is the Bank of England base rate, which was 3.75 per cent as at 31 March 2026. Where an investment is made in loan stock issued by an unquoted company, it is made as part of an overall equity and debt package. The recoverability of the debt is assessed as ## a) Market Price Risk ### Qualifying Investments Market risk embodies the potential for losses and includes interest rate risk and price risk. The management of market price risk is part of the investment management process. The portfolio is managed in accordance with policies in place as described in more detail in the Chairman's Statement and Manager's Review (Qualifying Investments). The Company's strategy on the management of investment risk is driven by the Company's investment objective as outlined above. Investments in unquoted companies and AIM-traded companies, by their nature, involve a higher degree of risk than investments in the main market. Some of that risk can be mitigated by diversifying the portfolio across business sectors and asset classes. Interest is earned on cash balances and money market funds and is linked to the banks' variable deposit rates. The Board does not consider interest rate risk to be material. Interest rates arising on loan stock instruments is not considered significant as the main risk on these investments are credit risk and market price risk. The weighted average interest rate earned on the loan stock instruments as at 31 March 2026 was 10.15% (2025: 10.49%). An analysis of financial assets and liabilities, which identifies the risk of the Company's holding of such items, is provided. The Company's interest-bearing financial assets comprise loan stock investments, money market funds and cash. The interest rate profile of these financial assets is set out in the table below. part of the overall investment process and is then monitored on an ongoing basis by the Manager who reports to the Board on any recoverability issues. Credit risk arising on transactions with brokers relates to transactions awaiting settlement. Risk relating to unsettled transactions is considered to be small due to the short settlement period involved and the high credit quality of the brokers used. The Board monitors the quality of service provided by the brokers used to further mitigate this risk. 84 --- All the assets of the Company which are traded on AIM are held by Rathbones, the Company's custodian. Bankruptcy or insolvency of the custodian may cause the Company's rights with respect to securities held by the custodian to be delayed or limited. The Board and the Manager monitor the Company's risk by reviewing the custodian's internal control reports. ## Sensitivity Analysis The Board considers that the value of investments in equity and loan stock instruments are sensitive to changes to trading performance and the fluctuations of wider public equity markets. Such changes affect the enterprise value of AIM listed and unquoted companies. In light of general uncertainties caused by the cost of living crises and the Russia-Ukraine and Middle Eastern conflict, we have set the changes to a rate of 25 per cent whereas historically we had used a rate of 10 per cent. The sensitivity below has been applied to AIM listed investments with a 25 per cent movement in share price and to unquoted securities valued with reference to market inputs such as multiples of earnings or revenue and discounted cash flows, with a 25 per cent movement in such market input applied. As at 31 March 2026, if the AIM listed investments share price had been 25 per cent higher or lower with all other variables held constant, the increase or decrease on net assets at the period end would be £94,000 (2025: £116,000). As at 31 March 2026, if the unquoted equities had a 25 per cent increase or decrease in the market input (due to the movement in the quoted securities) with all other variables held constant, the increase or decrease in net assets would be £9,438,000 (2025: £8,593,000). The money market funds as at 31 March 2026 £10,685,000 (2025: £8,859,000) are not subject to significant market volatility through predominantly holding cash with regulated institutions. The combined total increase or decrease on net assets would be £9,533,000 (2025: £8,593,000). The increases and decreases are based on the current portfolio value £48,816,000 (2025: £43,695,000). The variance of 25 per cent is the Manager's assessment of reasonable possible change in light of recent events. The sensitivity analysis assumes the actual portfolio of investments held by the Company is symmetrically correlated to this overall movement in net assets. However, in reality unquoted companies have other factors which may influence the extent of the valuation change. ## b) Credit Risks Credit risk on cash transactions was mitigated by transacting with a regulated entity subject to prudential supervision. Money market funds were managed by regulated fund managers with high credit ratings assigned by international credit rating agencies. Any new investment is subject to due diligence scrutiny and investment portfolio is monitored closely by the Manager's investment team who would take appropriate action as necessary to minimise the credit risk to the Company. ## c) Liquidity Risk The Company's liquidity risk is managed on an ongoing basis by the Manager. 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 as they fall due. ## Maturity profile The carrying value of investments in unquoted companies held at 31 March 2026, which is analysed by expected maturity date, is as follows: | | Within 1 year £'000 | Within 1-2 years £'000 | Within 2-3 years £'000 | Within 3-4 years £'000 | Within 4-5 years £'000 | More than 5 years £'000 | Total £'000 | | --- | --- | --- | --- | --- | --- | --- | --- | | **As at 31 March 2026** | | | | | | | | | Loan stock | 200 | 450 | 250 | 700 | 1,149 | - | 2,749 | | Sales and fixed interest awaiting settlement | 1,050 | - | 496 | - | - | - | 1,546 | | Current and non-current liabilities | (437) | (35) | (33) | (27) | (22) | (35) | (589) | | **As at 31 March 2025** | | | | | | | | | Loan stock | 200 | - | 1,568 | 934 | 700 | - | 3,402 | | Sales and fixed interest awaiting settlement | 30 | 718 | 13 | 746 | - | - | 1,507 | | Current and non-current liabilities | (379) | (31) | (26) | (23) | (17) | (19) | (495) | 85 --- ## Qualifying Investments The Company's financial instruments include investments in unlisted equity investments which are not traded in an organised public market and which may be illiquid. As a result, the Company may not be able to realise quickly some of its investments at an amount close to their fair value in order to meet its liquidity requirements, or to respond to specific events such as deterioration in the creditworthiness of any particular issuer. The Board seeks to ensure that an appropriate proportion of the Company's investment portfolio is invested in cash and readily realisable assets, which are sufficient to meet any funding commitments that may arise. Under its Articles of Association, the Company has the ability to borrow a maximum amount equal to 25 per cent of its gross assets. As at 31 March 2026, the Company had no borrowings. ## d) Capital Management The capital structure of the Company consists of shareholders' equity. Capital is managed to ensure the Company has adequate resources to continue as a going concern, and to maximise the income and capital return to its shareholders, while maintaining a capital base to allow the Company to operate effectively in the marketplace and sustain future development of the business. To this end the Company may use gearing to achieve its objectives. The Company's assets and borrowing levels are reviewed regularly by the Board. ## e) Fair Value Hierarchy Investments held at fair value through profit or loss are valued in accordance with IPEV guidelines. The valuation method used will be the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEV guidelines. As required by the Standard, an analysis of financial assets and liabilities, which identifies the risk of the Company's holding of such items, is provided. The Standard requires an analysis of investments carried at fair value based on the reliability and significance of the information used to measure their fair value. In order to provide further information on the valuation techniques used to measure assets carried at fair value, we have categorised the measurement basis into a 'fair value hierarchy' as follows: - Quoted market prices in active markets – 'Level 1' Inputs to Level 1 fair values are quoted prices in active markets for identical assets. Quoted in an active market in this context means quoted prices are readily and regularly available and those prices represent actual and regularly occurring market transactions on an arm's length basis. The quoted price is usually the current bid price but traded prices are used where applicable. The Company's investments in AIM quoted equities and money market funds are classified within this category. - Valued using models with significant observable market parameters – 'Level 2' Inputs to Level 2 fair values are inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. - Valued using models with significant unobservable market parameters – 'Level 3' Inputs to Level 3 fair values are unobservable inputs for the asset. Unobservable inputs may have been used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset at the measurement date (or market information for the inputs to any valuation models). As such, unobservable inputs reflect the assumptions the Company considers that market participants would use in pricing the asset. The Company's unquoted equities and loan stock are classified within this category. As explained in note 1, unquoted investments are valued in accordance with the IPEV guidelines. The table below shows assets measured at fair value categorised into the three levels referred to above. | | Financial Assets at Fair Value through Profit or Loss At 31 March 2026 | | | | | --- | --- | --- | --- | --- | | | Level 1 £'000 | Level 2 £'000 | Level 3 £'000 | Total £'000 | | Unquoted equity | - | - | 35,005 | 35,005 | | Quoted equity | 377 | - | - | 377 | | Money market funds | 10,685 | - | - | 10,685 | | Loan stock | - | - | 2,749 | 2,749 | | Total | 11,062 | - | 37,754 | 48,816 | 86 --- # **Financial Assets at Fair Value through Profit or Loss At 31 March 2025** | | Level 1 £'000 | Level 2 £'000 | Level 3 £'000 | Total £'000 | | --- | --- | --- | --- | --- | | Unquoted equity | - | - | 30,972 | 30,972 | | Quoted equity | 462 | - | - | 462 | | Money market funds | 8,859 | - | - | 8,859 | | Loan stock | - | - | 3,402 | 3,402 | | **Total** | **9,321** | **-** | **34,374** | **43,695** | Reconciliation of fair value for level 3 financial instruments held at the year-end: | | Level 3 Investments | | | | --- | --- | --- | --- | | | Unquoted Equity £'000 | Loan Stock £'000 | Total £'000 | | **Fair value as at 31 March 2025** | **30,972** | **3,402** | **34,374** | | Purchases at cost | 5,284 | 1,000 | 6,284 | | Disposal Proceeds | (2,400) | (1,550) | (3,950) | | Realised gains on disposal | 317 | - | 317 | | Prior year unrealised losses realised during the year | 419 | - | 419 | | Unrealised movement | 413 | (103) | 310 | | **Fair value as at 31 March 2026** | **35,005** | **2,749** | **37,754** | Unquoted investments are valued using an appropriate valuation technique so as to establish what the transaction price would have been at the balance sheet date. Such investments are valued in accordance with the most recent International Private Equity and Venture Capital ('IPEV') guidelines. Primary indicators of fair value are derived from price of recent investments or cost, calibrated with other valuation methods such as earnings or sales multiples, discounted cash flows or from net assets. Where the effect of changing one or more inputs to reasonably possible alternative assumptions would result in a significant change to the fair value measurement, information on this sensitivity is mentioned above on page 86. The information used in determination of the fair value of Level 3 investments is chosen with reference to the specific underlying circumstances and position of the investee company. FRS 102 requires the Directors to consider the impact of changing one or more of the inputs used as part of the valuation process to reasonable possible alternative assumptions. 5% of the portfolio of venture capital investments are quoted on the AIM market and valued at bid price; 6% of the portfolio is valued according to preference structures, 6% of the portfolio is valued based on recent new investments at cost, 9% of the portfolio is valued based on recent transactions and a further 9% of the portfolio, comprises loan notes valued at cost. As such, the Board believes that changes to reasonable possible alternative assumptions (by adjusting the earnings and revenue multiples or discount rates) for the remainder of the portfolio could lead to a significant change in the fair value of the portfolio. Therefore, for the remainder of the portfolio, the Board has adjusted the inputs of a number of the largest portfolio companies (by value) resulting in a total coverage of 90% of the portfolio of investments. The effect of varying the input assumptions in each sector is as follows: 87 --- | Portfolio company sector | Valuation technique | Weighted average base case and range | Change in input | Change in fair value of investments (£'000) | Change in NAV (pence per share) | | --- | --- | --- | --- | --- | --- | | Tech | DCF | 22% | Discount rate +/- 10% | (719) / 800 | (0.78) / 0.86 | | Healthcare | DCF | 22% | Discount rate +/- 10% | (516) / 607 | (0.56) / 0.66 | | Media | DCF | 22% | Discount rate +/- 10% | (591) / 674 | (0.64) / 0.73 | | **Total** | | | | **(1,826) / 2,081** | **(1.97) / 2.25** | The impact of these changes could result in an overall increase in the valuation of the venture investments by £2.08m or a decrease in the valuation of the equity investments of £1.83m. ## 17. Related Parties' Transactions John Glencross, a former Director of the Company, is a Director of Calculus Capital Limited and owns 50 per cent of the shares of its holding company, Calculus Holdings Limited. Calculus Capital Limited receives a Manager's fee from the Company. As disclosed in Note 4, for the year ended 31 March 2026, Calculus Capital Limited earned £952,000 of management fees (2025: £723,000). Calculus Capital Limited also earned a company secretarial fee of £90,000 (2025: £18,000). Calculus Capital Limited took on the expenses cap on 15 December 2015. In the year to 31 March 2026, Calculus Capital Limited did not contribute towards the expenses of the Company as the expense cap was not reached during the year. (2025: £nil contributed). The Directors consider that there is no ultimate controlling party of the Company. ## 18. Transactions with the Manager John Glencross, a former Director of the Company, is Chief Executive and a Director of Calculus Capital Limited, the Company's Manager. He does not receive any remuneration from the Company. He is a Director of Maven Screen Media Limited, Brouhaha Entertainment Limited, Riff Raff Entertainment Limited, Raindog Films Limited, Home Team Content Limited and Wonderhood Studios Limited. In the year to 31 March 2026, Calculus Capital Limited received fees from certain portfolio companies. The aggregate amounts received by Calculus Capital Limited for any monitoring, provision of a Director and advisory fees, as appropriate, from the investee companies in relation to all of the EIS and VCT investments managed by Calculus Capital was as follows: | | 31 March 2026 £'000 | 31 March 2025 £'000 | | --- | --- | --- | | Net fees paid by investee companies in the year | 1,046 | 1,168 | 88 --- ## 19. Net accumulative realised gains/(losses) on disposal of investments | | 31 March 2026 £'000 | 31 March 2025 £'000 | | --- | --- | --- | | Net accumulated realised (losses)/gains at the beginning of the year | (789) | 346 | | Net realised gains/(losses) incurred during the year | 358 | (1,135) | | Net accumulative realised losses at the end of the year | (431) | (789) | ## 20. Post Balance Sheet Events Since 31 March 2026, Calculus VCT has continued to grow its portfolio through a number of follow-on investments, including £300,000 in Optalitix, £100,000 in Censo Biotechnologies and £50,000 in Smartr365. In May 2026, the Company also completed a new £1.4 million investment in Edify, a software provider serving the food and hospitality sector. The Company strengthened its liquidity position by investing £2.7 million in liquidity funds during April 2026 and continued to support shareholder liquidity through the buyback and cancellation of 722,000 ordinary shares in April 2026. Fundraising activity remained strong, with £3.23 million raised through a share allotment in April 2026, contributing to a record £10.3 million raised during the year ended 31 March 2026. A further £0.3 million was raised in June 2026. 89 --- # Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the twelfth ANNUAL GENERAL MEETING of Calculus VCT plc (the "Company") will be held at 2.00 pm on 29 September 2026. Further details regarding how the meeting will be convened, and instructions for joining, will be made available on the Company's website (https://calculuscapital.com/vct-annual-general-meeting-2025/) nearer the designated date for the meeting. The meeting is called to consider and, if thought fit, pass the following resolutions: ## Ordinary resolutions 1. To receive and adopt the Strategic Report, Directors' Report and Auditors' Report and the audited Accounts for the year ended 31 March 2026. 2. To receive and approve the Directors' Remuneration Report for the year ended 31 March 2026. 3. To receive and approve the Directors' Remuneration Policy. 4. To approve a final dividend of 1.69p per Ordinary share of 1p each. 5. To re-elect Ms Jan Ward as a Director. 6. To re-elect Mr Hemant Mardia as a Director. 7. To elect Mr Alexander Crawford as a Director. 8. To re-appoint MHA as Auditor to the Company to hold office until the conclusion of the next annual general meeting of the Company. 9. To authorise the Directors to determine the remuneration of the Auditor. 10. THAT, in addition to existing authorities, the Directors be and hereby are generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for, or convert any security into, shares in the Company; in respect of the Ordinary shares of 1p each in the capital of the Company ("Ordinary shares"), with an aggregate nominal value of up to but not exceeding £200,000 pursuant to one or more public offers for subscription and where the proceeds may be used in whole or part to purchase shares in the capital of the Company, such authority to expire on the conclusion of the Annual General Meeting to be held in 2027 save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted and issued after such expiry and the Directors shall be entitled to allot shares pursuant to any such offer or agreement as if this authority had not expired. ## Special resolutions 11. THAT, in addition to all other existing authorities, the Directors be and are generally and unconditionally authorised in accordance with section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by Resolution 10 above as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall expire on the conclusion of the Annual General Meeting of the Company to be held in 2027. 12. THAT, in substitution for existing authorities, the Company be and hereby is empowered to make one or more market purchases within the meaning of section 693(4) of the Act of its own shares (either for cancellation or for the retention as treasury shares for future re-issue or transfer) provided that: a. the aggregate number of Ordinary shares which may be purchased shall not exceed 11,000,000, or, if lower, such number of Ordinary shares as shall equal 15 per cent of the issued Ordinary share capital; b. the minimum price which may be paid per share is 1p, the nominal value thereof; the maximum price which may be paid per share is an amount equal to the higher of (a) 105 per cent of the average of the middle market quotation per share taken from the London Stock Exchange daily official list for the five business days immediately preceding the day on which such share is to be purchased; and (b) the amount stipulated by Article 5(1) of the Buy Back and Stabilisation Regulation 2003; c. the authority conferred by this resolution shall expire on the conclusion of the Annual General Meeting of the Company to be held in 2027, unless such authority is renewed prior to such time; and d. the Company may make a contract to purchase shares under the authority conferred by this 90 --- resolution prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of such shares pursuant to such contract. 13. THAT the Company be and is hereby generally and unconditionally authorised to hold general meetings (other than Annual General Meetings) on 14 clear days' notice. 14. THAT the share premium account and the capital redemption reserve each be cancelled. **By order of the Board** **Calculus Capital Limited Company Secretary** **29 July 2026** 91 --- # Notes 1. To be entitled to attend and vote at the meeting (and for the purposes of the determination by the Company of the votes they may cast), members must be registered in the Register of Members of the Company at close of business on 14 September 2026 (or, in the event of any adjournment, close of business two days prior to the adjourned meeting). Changes to the Register of Members of the Company after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting. 2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak and vote on his or her behalf. A proxy need not also be a member but must attend the meeting to represent you. Details of how to appoint the Chairman of the meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them. 3. To appoint more than one proxy, you will need to complete a separate proxy form in relation to each appointment (you may photocopy the proxy form), stating clearly on each proxy form how many shares the proxy is appointed in relation to. A failure to specify the number of shares to which each proxy appointment relates or specifying an aggregate number of shares in excess of those held by the member will result in the proxy appointment being invalid. Please indicate if the proxy instruction is one of multiple instructions being given. All proxy forms must be signed and should be returned together in the same envelope. 4. You may submit your proxy electronically using the Calculus Proxy Voting App at: (https://calculus-agm.city-proxyvoting.co.uk) 5. Shareholders can use this service to vote or appoint a proxy online. The same voting deadline of 48 hours (excluding non-working days) before the time of the meeting applies as if you were using your personalised Proxy Form to vote or appoint a proxy by post to vote for you. Shareholders will need to use the unique personal City Investor Number (or CIN) and Access Code printed on their Proxy Form. Shareholders should not show this information to anyone unless they wish to give proxy instructions on their behalf. 6. If you have elected to receive post, a personalised form of proxy will be enclosed with shareholders' copies of this document. To be valid, it should be lodged with the Company's registrars, The City Partnership (UK) Limited at the address printed on the proxy form so as to be received not later than 48 hours (excluding weekends and bank holidays) before the time appointed for the meeting or any adjourned meeting or, in the case of a poll taken subsequent to the date of the meeting or adjourned meeting, so as to be received no later than 24 hours before the time appointed for taking the poll. A member may return a proxy form in their own envelope with the address The City Partnership (UK) Limited, The Mending Rooms, Park Valley Mills, Meltham Road, Huddersfield, HD4 7BH. As an alternative to completing the hard-copy form of proxy, you can appoint a proxy electronically by emailing a scanned copy of the signed form of proxy to registrars@city.uk.com. For an electronic proxy appointment to be valid, your appointment must be received by The City Partnership (UK) Limited not later than 48 hours (excluding weekends and bank holidays) before the time appointed for the meeting or any adjourned meeting or, in the case of a poll taken subsequent to the date of the meeting or adjourned meeting, so as to be received no later than 24 hours before the time appointed for taking the poll. 7. subsequently attending and voting at the meeting should the member subsequently decide to do so. A member can only appoint a proxy using the procedures set out in these notes and the notes to the proxy card. The termination of the authority of a person to act as a proxy must be notified to the Company in writing. Amended instructions must be received by the Company's registrars by the deadline for receipt of proxies. 8. Ordinary shares carry equal voting rights and a member present in person or by proxy shall have one vote on a show of hands and on a poll shall have one vote for every share of which he/she is the holder. 9. A person authorised by a corporation is entitled to exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company. On a vote on a resolution on a show of hands, each authorised person has the same voting rights as the corporation would be entitled to. On a vote on a resolution on a poll, if more than one authorised person purports to exercise a power in respect of the same shares, if they purport to exercise the power in the same way, the power is treated as exercised; if they do not purport to exercise the power in the same way, the power is treated as not exercised. 10. Any person receiving a copy of this Notice as a person nominated by a member to enjoy information rights under section 146 of the Companies Act 2006 (a "Nominated Person") should note that the provisions in Notes 2 and 3 above concerning the appointment of a proxy or proxies to attend the meeting in place of a member, do not apply to a Nominated Person as only shareholders have the right to appoint a proxy. However, a Nominated Person may have a right under an agreement between the Nominated Person and the member by whom he or she was nominated to be appointed, or to have someone else appointed, as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right under such an agreement to give instructions to the member as to the exercise of voting rights at the meeting. 92 --- 11. Nominated persons should also remember that their main point of contact in terms of their investment in the Company remains the member who nominated the Nominated Person to enjoy information rights (or, perhaps the custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact that member, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person's personal details and interest in the Company (including any administrative matter). The only exception to this is where the Company expressly requests a response from a Nominated Person. 12. As at the date of this notice, the Company's issued share capital and total voting rights amounted to 98,030,903 Ordinary shares carrying one vote each. 13. Section 319A of the Companies Act 2006 requires the Directors to answer any question raised at the meeting which relates to the business of the meeting, although no answer need be given: (a) if to do so would interfere unduly with the preparation of the meeting or involve disclosure of confidential information; (b) if the answer has already been given on the Company's website; or (c) if it is undesirable in the best interests of the Company or the good order of the meeting. You may alternatively submit your question in advance by letter addressed to the Company Secretary at the registered office. 14. Members satisfying the thresholds in section 527 of the Companies Act 2006 can require the Company to publish a statement on its website setting out any matter relating to (a) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (b) any circumstances connected with an auditor of the Company ceasing to hold office since the last Annual General Meeting, that the members propose to raise at the meeting. The Company cannot require the members requesting the publication to pay its expenses. Any statement required to be placed on the website must also be sent to the Company's auditors no later than the time it makes its statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required to publish on its website. 15. By attending the meeting, members and their proxies and representatives are understood by the Company to have agreed to receive any communications relating to the Company's shares made at the meeting. 16. Members satisfying the thresholds in section 338 of the Companies Act 2006 may require the Company to give to members of the Company entitled to receive notice of the meeting, notice of a resolution which those members intend to move (and which may properly be moved) at the meeting. A resolution may properly be moved at the meeting unless (i) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment or the Company's constitution or otherwise); (ii) it is defamatory of any person; or (iii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the resolution of which notice is to be given, must be authenticated by the person(s) making it and must be received by the Company not later than six weeks before the date of the meeting. 17. Members satisfying the thresholds in section 338A of the Companies Act 2006 may request the Company to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may properly be included in the business at the meeting. A matter may properly be included in the business at the Annual General Meeting unless (i) it is defamatory of any person or (ii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the matter to be included in the business, must be accompanied by a statement setting out the grounds for the request, must be authenticated by the person(s) making it and must be received by the Company not later than six weeks before the date of the meeting. 18. The Annual Report incorporating this notice of meeting and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the dates of this notice will be available on the website of Calculus Capital Limited, https://calculuscapital.com/products/calculus-vct/investor-information/ 19. None of the Directors has a contract of service with the Company. A copy of the letters of appointment of the Directors will be available for inspection at the registered office of the Company during usual business hours on any weekday (except weekends and public holidays) until the date of the meeting and at the place of the meeting for a period of fifteen minutes prior to and during the meeting. 93 --- # Shareholder Information ## Payment of Dividends Cash dividends will be sent by cheque to the first-named shareholder on the share register at their registered address, together with a tax voucher. At shareholders' request, dividends may instead be paid directly into the shareholder's bank account through the Bankers' Automated Clearing System ("BACS"). This may be arranged by contacting the Company's Registrars on 01484 240 910 or by visiting the website at www.city.uk.com. ## Price and Performance Information The Company's Ordinary shares are listed on the London Stock Exchange and share prices can be found on their website, www.londonstockexchange.com. The Company's net asset value is announced quarterly and can also be viewed on the London Stock Exchange website or the Calculus Capital Limited website, https://calculuscapital.com/products/calculus-vct/investor-information/. ## Share Register Enquiries The Company's Registrars, The City Partnership (UK) Limited, maintain the share register. In the event of queries regarding your shareholding, please contact the Registrars on 01484 240 910 or by visiting the website at www.city.uk.com. ## General Data Protection Regulation Calculus VCT plc may collect personal information about shareholders in order to verify their identity, comply with legal, tax and regulatory reporting obligations and to manage their shareholdings including the payment of dividends. This information may be shared with third parties including the Company's registrars, the Company's professional advisers, the Company's administrators and shareholders' financial advisers. Full details of how shareholders' data is collected, used and stored and details of shareholders' rights in relation to their data is contained in the Company's privacy policy which will be displayed on the Company's website https://calculuscapital.com/products/calculus-vct/investor-information/. 94 --- # Glossary of Terms ## Accumulated shareholder value The sum of the current NAV and cumulative dividends paid to date. ## Alternative performance measure (APM) An alternative performance measure is a measure of a past or future financial position, performance or cash flows that is not prescribed by the relevant accounting standards. ## Annual yield This is used to show the real rate of return on the portfolio. The annual yield is calculated by dividing the interim and proposed final dividend by the net asset value per share. ## C share fund The net assets of the Company attributable to the former C shares (including any income and/or revenue arising from or relating to such assets) prior to the merger of the share classes. ## D share fund The net assets of the Company attributable to the D shares (including any income and/or revenue arising from or relating to such assets) prior to the merger of the share classes. ## Final dividend proposed The dividend declared or proposed to be distributed among the shareholders of the Company during a financial year which will be paid in the next financial year. ## IPEV Guidelines The International Private Equity and Venture Capital Valuation Guidelines published in December 2022, used for the valuation of unquoted investments. ## Net asset value or NAV per share Shareholders' funds expressed as an amount per share. Shareholders' funds are the total value of a company's assets, at current market value, having deducted all prior charges at their par value (or at their market value). ## Old Ordinary share fund The net assets of the Company attributable to the old Ordinary shares (including any income and/or revenue arising from or relating to such assets) prior to the merger of the share classes. ## Ordinary share fund The net assets of the Company attributable to the new Ordinary shares (including any income and/or revenue arising from or relating to such assets). ## Portfolio income yield The amount of investment income generated by the portfolio during a certain period of time, expressed as a percentage. Portfolio income yield is calculated by dividing the total investment income during the period by the total cost of the portfolio. ## Qualifying Investments An unquoted (or AIM-traded) company which satisfies the requirements of Part 4, Chapter 6 of the Income Tax Act 2007 (as amended). ## Total return per share Total return per share is a non-GAAP Alternative Performance Measure ('APM'). It is taken from the Income Statement on page 70 and is calculated by taking the total profit or loss for the period and dividing by the weighted average number of shares. This has been selected to provide better understanding of the Company's performance over the period on a per share basis. ## VCT value The value of an investment calculated in accordance with section 278 of the Income Tax Act 2007 (as amended). 95 --- # Company Information ## Directors Jan Ward (Chairman) Janine Nicholls (resigned 30 September 2025) John Glencross (resigned 31 March 2026) Hemant Mardia Alexander Crawford (appointed 1 April 2026) ## Registered Office 12 Conduit Street London W1S 2XH Telephone: 020 7493 4940 ## Company Number 07142153 ## Qualifying Investments Manager Calculus Capital Limited 12 Conduit Street London W1S 2XH Telephone: 020 7493 4940 Website: calculuscapital.com ## Fund Administrator Waystone Administration Solutions (UK) Limited Broadwalk House Southernhay West Exeter EX1 1TS ## Company Secretary Calculus Capital Limited 12 Conduit Street London W1S 2XH ## Independent Auditor MHA 2 London Wall Place Barbican London EC2Y 5AU ## Broker Singer Capital Markets 1 Bartholomew Ln London EC2N 2AX ## Sponsor Howard Kennedy LLP 1 London Bridge London SE1 9BG ## Registrars The City Partnership (UK) Limited The Mending Rooms Park Valley Mills Meltham Road Huddersfield HD4 7BH Telephone: 01484 240 910 96 --- # --- ...