Managed by
ProVen Growth and Income VCT plc
Annual Report & Accounts
Year ended 28 February 2026
Neeral Shah
FOUNDER & CEO
YARDLINK
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Annual Report & Accounts 2026
2
3 Fund Overview
4 Chair’s Statement
8 Investment Manager’s Review
12 Investment Activity
14 Investment Portfolio and Review of Investments
21 ESG Report
23 Board of Directors
24 Strategic Report
38 Directors’ Report
42 Statement of Corporate Governance
49 Directors’ Remuneration Report
53 Independent Auditor’s Report
62 Income Statement
63 Statement of Changes in Equity
66 Statement of Financial Position
67 Statement of Cash Flows
68 Notes to the Accounts
84 Shareholder Information
85 Company Information
86 Notice of Annual General Meeting
Contents
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Fund Overview
* Key Performance Indicator (see page 28)
† Alternative Performance Measure (see page 28)
Ordinary Shares as at: 28 February 2026 28 February 2025
Net asset value per Ordinary Share 47.50p 50.20p
Dividends paid since class launch in 2009
(originally as ‘C’ Shares)*†
83.90p 81.15p
Total return (net asset value plus dividends
paid since ‘C’ Share class launch in 2009)*†
131.40p 131.35p
Year on year change in:
Net asset value per Ordinary Share (adjusted
for dividends paid in the year)*†
0.1% (3.2)%
Dividends:
Dividends paid and payable in respect of the
year
2.55p 2.75p
Dividend yield*† 5.2% 5.2%
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Annual Report & Accounts 2026
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Chair’s Statement
I present the Annual Report for ProVen Growth and Income VCT plc (the “Company”) for the year
ended 28LFebruary 2026. Macroeconomic and geopolitical conditions have continued to
dominate the outlook over the course of the year. Within the UK, a degree of stability returned,
with interest rates easing through much of the period and some encouraging signs of recovery
in company valuations. More recently, however, renewed geopolitical tensions have unsettled
markets once again, driving inflation back upwards and leaving the outlook notably less certain.
Early-stage companies continue to face a difficult operating environment, contending with cost
pressures, cautious demand and heightened uncertainty. Despite this backdrop, your Company
has maintained a 5% dividend yield.
Results for the Year
The Company delivered a broadly stable performance over
the year, with total return per share of 131.4p (2025: 131.35p)
and the value of the portfolio increasing by £2.2Lmillion to
£123.0Lmillion. The valuation increases are a reflection of
strong individual performances from a number of holdings —
most notably Papier, DASH Water and Cogora — partly offset
by valuation reductions elsewhere in the portfolio.
The Company recorded a small loss on ordinary activities of
£(0.3)Lmillion, or (0.1)p per share (2025: loss of £(5.8)Lmillion,
or (1.9)p per share), comprising a revenue return of
£0.1Lmillion, or 0.0p per share (2025: return of £0.5Lmillion, or
0.2p per share) and a capital loss of £(0.4)Lmillion, or (0.1)p per
share (2025: loss of £(6.3)Lmillion, or (2.1)p per share). The
revenue return resulted primarily from interest income on
cash held awaiting investment over the year. The capital loss
reflects management fees and other operating expenses
offsetting the unrealised portfolio gains described above.
A breakdown of portfolio additions, disposals and valuation
movements can be found in the Investment Manager’s
Review on pages 8 to 11 of this Report.
Dividends
During the year ended 28LFebruary 2026, the Company paid
a final dividend of 1.5p per share on 15LAugust 2025 to
Shareholders on the register at 18LJuly 2025, in respect of
the year ended 28LFebruary 2025.
The Company also paid an interim dividend in respect of the
year ended 28LFebruary 2026 of 1.25p per share on
30LJanuary 2026, to Shareholders on the register at
9LJanuary 2026.
Your Board is proposing a final dividend for the year ended
28LFebruary 2026 of 1.3p per share to be paid on 14LAugust
2026 to Shareholders on the register on 17LJuly 2026. The
payment of this dividend will result in an equivalent reduction
in the Company’s NAV per share.
The total tax-free dividends of 2.55p per share for the year
ended 28LFebruary 2026 represents a cash return to
Shareholders of 5.2% on the opening NAV per share at
1LMarch 2025, after deducting the prior year’s final dividend
of 1.5p per share.
I would like to take the opportunity to remind Shareholders
that your Company operates a Dividend Reinvestment
Scheme (“DRIS”). The DRIS provides Shareholders with the
opportunity to reinvest their cash dividends into new shares
in the Company at the latest published NAV per share. New
shares allotted via the DRIS attract the same tax reliefs as
shares purchased through an offer for subscription.
Shareholders who would like to join the scheme for any future
dividends can do so by following the instructions set out on
page 84 or by contacting Beringea (“the Investment
Manager”) at info@beringea.co.uk
.
Portfolio Activity and Valuation
The Company invested a total of £3.5Lmillion in the year
(2025: £6.0Lmillion), with two new companies added to the
portfolio at a cost of £2.1Lmillion, and follow-on investments
totalling £1.4Lmillion in five existing portfolio companies.
The Company also saw exit activity within the portfolio, with
the sale of WiredScore generating proceeds of £3.0 million.
£1.0Lmillion was received in March 2026, with the remaining
£2.0 million to be paid in two equal tranches in 2027 and
2028. In addition, there is a small amount of £18,000 held as
contingent proceeds in escrow.
The Company also received small proceeds totalling
£37,000 from the sale of its remaining listed shares in
NowVertical.
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5
Shortly after the year-end, the Company realised its
investment in AccessPay, which secured a majority
investment from Accel-KKR, a prominent global private
equity firm specialising in enterprise technology and software
companies. Proceeds of £2.4Lmillion were received,
representing a 1.4x return on cost, with the potential for
additional contingent proceeds to lift this to 1.5x.
The value of the portfolio increased over the year by
£2.2 million to £123.0 million. Papier delivered the largest
individual uplift of £2.3 million, with the Company maintaining
its rapid growth and winning key accounts with large well-
known suppliers such as Amazon. DASH Water and Cogora
also saw significant valuation increases of £1.8Lmillion and
£1.2Lmillion respectively.
These gains were partially offset by valuation reductions in
other holdings such as Luxury Promise (£2.8Lmillion),
DeepCrawl (£1.4 million), and Honeycomb.TV (t/a Cape.io) (£1.1
million), largely driven by listed peer multiples weakening.
Further information about key developments at portfolio
companies is given in the Investment Manager’s Review on
pages 8 to 11 of this Report.
Fundraising Activities
As communicated in the Company’s Half Yearly Report, the
combined offer for subscription with ProVen VCT plc (“ProVen
VCT”) launched on 6LNovember 2024, closed to new
applicants on 30LSeptember 2025 with gross proceeds of
£12.2Lmillion raised for the Company.
The Company launched a further combined offer for
subscription with ProVen VCT on 17LNovember 2025 to raise
up to £15Lmillion per company, with an over-allotment facility
of a further £5Lmillion per company. On 29LApril 2026, the
Company announced that it would extend the offer until
30LSeptember 2026.
As at 1LJune 2026 (the latest date prior to publication)
£8.3 million of gross proceeds had been raised for the
Company.
Share Buybacks
The Company has a policy of buying back shares that
become available in the market at a discount of
approximately 5% to the latest published net asset value (not
including any applicable broker fees or commission), subject
to the Company having sufficient liquidity. The Company
retains Panmure Liberum to act as its corporate broker.
Shareholders who are considering selling their shares should
contact Panmure Liberum who will be able to provide you
with guidance on selling your shares. Contact details are on
page 84 of this Report. Please note, Shareholders will need
to appoint their own broker to sell their shares and neither the
Company nor Panmure Liberum are able to buy back your
shares directly, but Panmure Liberum can help Shareholders
with the process.
During the year, the Company bought back 18,017,231
Ordinary Shares at an average price of 46.62p per share and
for an aggregate consideration of £8.4Lmillion. This
represented 5.8% of the Company’s issued share capital at
the start of the year. All shares were subsequently cancelled.
A special resolution to allow the Company to continue to
make market purchases of its own shares of up to 14.99% of
the share capital for cancellation will be proposed at the
forthcoming Annual General Meeting (“AGM”).
25 years of ProVen Growth & Income
In 2026, ProVen Growth and Income VCT marked 25 years
since its launch. Since its admission to the market in 2001,
ProVen Growth and Income VCT – alongside ProVen VCT –
has played a key role in many success stories of UK
entrepreneurship, supporting the growth and ambition of
innovative companies. Over their history, the ProVen VCTs
have invested more than £440m into over 130 companies,
while at the same time delivering returns for its Shareholders.
The ProVen VCTs look forward to continuing to support
growth and innovation in the UK economy for years to come.
Environmental, Social & Governance (ESG)
The Board encourages the Investment Manager’s
commitment to ensuring the Company’s portfolio companies
scale responsibly and sustainably. Further detail on the
Investment Manager’s approach to ESG, including its
leadership position within industry group Reframe Venture,
can be found in the Investment Manager’s Review on page
10 of this Report.
Board
As anticipated in last year’s Annual Report, Malcolm Moss
stepped down from the Board during the year. I would like to
thank Malcolm, on behalf of the Board and the Shareholders,
for the very substantial contribution that he has made to the
success of the Company during his time as a Director.
Malcolm continues to support the Company in his capacity
as a Founding Partner of our Investment Manager, Beringea
LLP.
Annual Report & Accounts 2026
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Chair’s Statement (cont.)
Annual General Meeting
The next AGM of the Company will be held at the offices of
Beringea LLP, at Charter House, 55 Drury Lane, London,
WC2B 5SQ at 12:30pm on Tuesday 14LJuly 2026. Those
intending to attend the AGM are asked to register their
intention by emailing info@beringea.co.uk
in advance of the
meeting.
We understand that attendance in person may not be
possible or desirable for all who wish to attend. Therefore, the
Company offers Shareholders the option to follow
proceedings of the meeting via video conference link. Any
Shareholders who wish to follow the meeting remotely,
should email info@beringea.co.uk
for joining instructions.
Please note that Shareholders will not be able to vote or ask
questions at the AGM when joining remotely. Shareholders
are encouraged, even if they are planning to attend the AGM
in person, to exercise their votes by submitting their proxy
electronically via their Investor Centre account at
uk.investorcentre.mpms.mufg.com
and to appoint the Chair
of the AGM as their proxy with their voting instructions.
Shareholders who wish to submit questions in advance of
the AGM may do so via e-mail to info@beringea.co.uk
and
the Board will endeavour to respond to questions raised at
the meeting.
Full details of the business to be conducted at the AGM are
given in the Notice of Annual General Meeting on pages 86
to 87 of this Report.
Shareholder Event
The Company’s Annual Shareholder Event continues to be
well received and provides an important opportunity for
Shareholders to hear from the Investment Manager on topics
such as performance and investment activity, to ask
questions of your Board, and to receive insights and updates
from the portfolio companies.
With a shareholder base of more than 12,000, we feel it is
important to provide access to this event for Shareholders
throughout the country and we therefore host the Annual
Shareholder Event online. This year’s event has been
scheduled for 10:30am to 11:45am on Tuesday 14LJuly 2026
and I would encourage you to join us for the session.
Shareholders who register in advance their intention to
attend in person the AGM, which takes place immediately
after the Shareholder Event, will be able to watch the
Shareholder Event on a screen at Beringea’s offices.
You can sign up for the Annual Shareholder Event at
proven.connectid.cloud
. If you have any questions about the
event or if you would like any support with registering, then
please contact Beringea via events@beringea.co.uk
.
VCT Regulatory Developments
The year under review was a significant one for the VCT
industry from a regulatory perspective. Following the Spring
Statement on 26LMarch 2025, HM Treasury held a series of
stakeholder roundtables during April 2025 with industry
bodies and leading venture capital firms on the future role of
EIS, VCT and EMI tax reliefs.
The outcome was announced in the Autumn Budget on
26LNovember 2025 and delivered reforms that took effect
from 6LApril 2026. On the positive side, the qualifying
company limits, such as the annual and lifetime investment
limits, have been significantly increased. These increases,
which the industry has lobbied for over several years, should
enable VCTs to continue to support their portfolio companies
further in their scale-up journeys.
However, the Budget also announced a reduction in upfront
VCT income tax relief from 30% to 20% for subscriptions
made on or after 6LApril 2026. This was an unexpected and
disappointing development for the industry.
In our view, the reduction in upfront tax relief does not align
with the Government’s stated growth agenda, given the well-
evidenced role that VCTs play in supporting the UK’s
scale-up businesses. The Venture Capital Trust Association
(VCTA), alongside other industry bodies such as the
Association of Investment Companies (AIC), continues to
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engage with HM Treasury, MPs, peers, and leaders across the
venture capital industry on this issue, including through its
response to the UK Government’s Call for Evidence on tax
support for entrepreneurs.
The Investment Manager continues to be well represented at
the VCTA, UK Private Capital (formerly the BVCA), AIC and
other key industry bodies and will work with these to further
develop the industry. The Manager also provided an
independent response to the Government’s Call for Evidence
on tax support for entrepreneurs, providing first-hand
perspectives from portfolio companies on the vital role that
VCTs have played in their growth, and the constraint on growth
that limiting VCT fundraising will cause.
Unsolicited Communication with
Shareholders
While we are not aware of any instances in the last year, we
have in prior years been informed that some Shareholders in
ProVen Growth and Income VCT have received unsolicited
phone calls, in which the caller has sought to discuss their
shareholdings. We have previously advised all Shareholders
that these calls may be associated with an attempted fraud,
and Shareholders should not engage with the caller. If you do
receive a suspect call, we strongly suggest that you hang up
as soon as possible, and contact the Investment Manager.
The FCA has published useful guidance for shareholders on
how to protect themselves from scams, which you may wish
to read. You can find it online at:
www.fca.org.uk/consumers/protect-yourself-scams
.
Outlook
Looking forward to the remainder of 2026, the reduction in
VCT income tax relief from April is likely to create a more
challenging fundraising environment for the sector, although
the accompanying increases to the qualifying company limits
should enable VCTs to support their portfolio companies
further into their growth journeys.
Despite this, and the wider uncertainty created by ongoing
geopolitical tensions, particularly with the military action in the
Middle East and its impact on global supply chains, energy
prices and inflation, your Company's portfolio continues to
perform well, which is a testament to the resilience and talent
of our founding entrepreneurs. The rapid evolution of artificial
intelligence is also reshaping the operating environment
across many of the portfolio's sectors, and the Investment
Manager is working closely with portfolio companies to
navigate both the opportunities and the competitive pressures
this brings.
We will continue to support our portfolio companies in
navigating an unpredictable environment and, subject to the
vagaries of UK fiscal policy and global politics, your Board
remains confident in the ability of the portfolio to deliver target
returns to shareholders.
Marc Vlessing OBE
Chair
2 June 2026
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Investment Manager’s Review
During the year, the Company deployed £3.5 million into new
and follow on investments.
The investment portfolio exited from WiredScore which was
realised in February 2026 at a 0.9x return on cost over the life
of the investment. The exit proceeds totalled £3.0 million;
£1.0 million was received in March 2026 with the remaining
proceeds of £2.0 million to be paid in two equal tranches in
2027 and 2028. In addition, there is a small amount of
£18,000 held as contingent proceeds in escrow.
The Company also received small proceeds totalling
£37,000 from selling its remaining listed shares in
NowVertical.
As at the 28 February 2026, the Company’s venture capital
portfolio comprised 52 investments at a cost of £114.1 million
and a valuation of £123.0 million, an overall increase of 7.8%
on cost.
As at the date of publication, the Company has issued
16,746,059 Ordinary Shares for an aggregate gross
consideration of £8.3 million under the combined offer for
subscription with ProVen VCT which launched on 17
November 2025. Net proceeds for the Company after share
issue costs were £8.0 million. This, along with the proceeds
of the previous share offer, means the Company remains well
placed to take advantage of new investment opportunities,
and to provide further support to current portfolio companies
where appropriate.
Investment Activity
New investments
In March 2025, £1.0 million was invested into Limitless
Travel, a holiday provider for people with increased
accessibility needs.
In August 2025, £1.1 million was invested into Cycle
Exchange, a company specialising in buying and selling
premium pre-owned bikes, particularly road, gravel, and
triathlon models.
Follow-on investments
The Company continued to support the development and
growth of its existing portfolio companies, providing
£1.4 million of further funding to five companies during the
year.
In August 2025, the Company invested £1.0 million into
Farmer J, a farm-to-fork fast-casual chain, founded by
Jonathan Recanati, serving customisable Fieldtrays of grilled
meat or fish, grains, and seasonal vegetables from
sustainable sources. Farmer J has grown to 18 sites in
London. It is now expanding into North America, opening its
first U.S. site in New York in January this year. The additional
financing will allow the company to expand further by
opening additional sites in the UK and US.
8
We are pleased to present our annual review for the year ended 28 February 2026. Despite a
challenging macroeconomic environment, the investment portfolio saw an overall increase in
the valuation of the portfolio, evidencing the strength of the underlying investee companies.
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The fund also made a series of smaller follow-on
investments including £164,000 in MOTH Drinks, £117,000 in
Mojo, £49,000 in DeepCrawl and £23,000 in Lucky Saint.
Investment disposals
In February 2026, the Company disposed of its holding in
WiredScore for total proceeds of £3.0 million, with a small
additional amount held as contingent proceeds in escrow
which will take the return on cost to 0.9x.
Shortly after the year-end, the Company realised its
investment in AccessPay, which secured a majority
investment from Accel-KKR, a prominent global private
equity firm specialising in enterprise technology and software
companies. Proceeds were £2.4 million at a return on cost of
1.4x, with an additional amount held as contingent proceeds
in escrow, representing a 1.5x return on cost.
Key portfolio company valuation changes
The portfolio saw a valuation increase of £2.2 million over the
year which is a result of several uplifts across the portfolio.
DASH Water delivered strong trading performance during the
period, with revenue materially ahead of both the prior year
and budget, resulting in a valuation uplift of £1.8 million. Retail
sales grew 80% year-on-year, with over one million cans
sold in the first two weeks of January alone.
Cogora has seen a pattern of improved performance
throughout the year, with increased sales and a notable
improvement in margins. As a result, the valuation of the
Company’s investment has increased by £1.2 million from
the previous year.
MPB’s performance remains in line with expectations with
growth in their developing markets, which include France and
Germany. The company has seen the value of its investment
in MPB increase by £1.2 million year on year.
Conversely, Luxury Promise has been impacted by a market
slowdown and larger competitors being revalued at
significant discounts. The valuation has decreased by
£2.8 million. Lumar’s (DeepCrawl) performance is improving,
but weak market sentiment has resulted in a valuation
decrease of £1.4 million. The valuation of the Company’s
investment in Honeycomb.TV (t/a Cape.io) was written down
due to a combination of listed peer multiples falling,
underperformance and higher ranking instruments resulting
in the fund’s equity value equating to nil.
Further detail on the Investment Portfolio is provided on
pages 14 and 15 and in the Review of Investments on pages
16 to 20.
Other News & Developments
Notable developments at portfolio companies
Many members of the portfolio achieved significant
milestones that highlighted their ongoing growth, innovation,
and business leadership.
Dealroom.co has raised £5 million in new funding to support
its next phase of growth. The round was led by Índico Capital
Partners, with participation from Rabobank, alongside
existing investors. This new funding will support further
international expansion – starting with the US – and
continuing investment in proprietary data, AI-driven insights
and product development.
VRAI, a start-up whose dual-use technologies enable greater
data-driven insight from simulation-based training, has been
named in the Sifted 250, a list recognising Europe’s 250
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Investment Manager’s Review (cont.)
fastest-growing start-ups based on revenue growth over the
past three financial years.
Learnerbly has announced a major new partnership with
edX – the global online learning platform originally developed
by Harvard and MIT. The collaboration will open up access to
thousands of edX courses for Learnerbly’s users, covering
subjects from AI and robotics to sustainability and finance,
and delivered by the world’s leading universities and
institutions.
Farmer J was named Best Quick Service Restaurant Brand at
the MCA Hospitality Awards 2026, and their recently
published cookbook – The Farmer’s Pantry – has also made
The Sunday Times Non-Fiction Top 100.
Gorilla has taken an important step forward for energy
retailers with the launch of Energy Margin Intelligence –a
new category designed to help the industry manage
performance with far greater clarity and control.
Litta™, has launched ‘Litta Business’, a new platform
designed to give companies across the UK a cleaner, faster
and more transparent way to manage commercial waste.
Portfolio Value-Add Initiative
The Investment Manager’s Portfolio Value-Add Initiative,
aimed at assisting companies in managing growth
challenges and harnessing commercial opportunities,
continues to be an important aid to the leadership teams of
portfolio companies. The initiative is led by Harry Thomas
(Partner and Head of Portfolio), with support from Vanessa
Evanson-Goddard (Partner and General Counsel) and Henry
Philipson (Director of Marketing and Communications).
Together, the team provides both structured and ad-hoc
support on a range of topics from recruitment to marketing
and fundraising.
The Beringea Scale-Up Academy is one of the primary pillars
of the Value-Add Initiative, offering a year-round programme
of events for portfolio leadership teams. In the year to 28
February 2026, the Academy hosted nine webinars for the
leadership teams of portfolio companies on topics including
cyber security, the use of artificial intelligence and the
economic outlook.
The Portfolio Value-Add Initiative also offers a range of
services to support portfolio companies in their growth
journey. These include: identifying existing and potential
service providers and negotiating group discounts;
establishing a central database of information and contacts
related to key operational and strategic concerns for
companies; hosting in-person and online events for sharing
knowledge and ideas; building relationships with external
stakeholders, including investors, customers and suppliers;
helping to identify potential acquisition or exit opportunities;
and encouraging companies to consider and adopt ESG
initiatives.
Environmental, Social and Governance (ESG)
The Investment Manager continues to expand its initiatives
focused on driving improved performance in ESG factors,
both internally and across portfolio companies.
To evaluate impact and improvement in its internal
operations, the Investment Manager has developed an ESG
committee responsible for assessing and strengthening the
firm’s approach to sustainability, diversity and inclusion, and
governance. The Investment Manager is also a signatory of
the Investing in Women Code, submitting annual data on the
diversity of companies in the portfolio and investment
pipeline.
In 2021, the Manager founded ESG_VC, a network that grew
to support more than 250 venture capital firms and their
portfolio companies in measuring and improving ESG
performance. In January 2025, ESG_VC merged with
VentureESG, a sister organisation focused on embedding
ESG within venture capital firms and limited partners, and the
Manager continues to have a leadership role within Reframe
Venture, the combined entity.
Further details on these initiatives can be found in the ESG
Report on pages 21 to 22 of this Report.
Post Year-End Developments
Between 28 February 2026 and the date of signing the
Annual Report & Accounts, the Company issued 13,506,644
Ordinary Shares for an aggregate consideration of
£6.7 million under the combined offer for subscription with
ProVen VCT which launched on 17 November 2025. Share
issue costs thereon amounted to £0.3 million.
Since the year end, the Company has made one follow-on
investment and in April 2026, £1.0 million was invested into
MOTH.
The Company has also exited its investment in AccessPay
with proceeds of £2.4 million realised which takes the return
on cost to 1.4x with potential for additional proceeds to
increase the return to 1.5x.
Since the year end, the Company completed the winding up
of Dryden Holdings Limited, an investee company which was
wholly owned by the Company but not consolidated.
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Outlook
Looking ahead, we are cautiously optimistic about the
prospects for the portfolio. While the wider macroeconomic
backdrop remains uncertain, with continued geopolitical
tensions, persistent inflationary pressures and a more
challenging environment for consumer-facing and
technology businesses in particular, our portfolio companies
have demonstrated real resilience over the past year and are
well positioned to continue building on that progress. In
particular, developments in the Middle East since the year
end have added a further layer of uncertainty to the global
environment; we have reviewed the portfolio in this context
and are satisfied that our holdings have not been materially
impacted to date, although we remain alert to the potential
indirect effects on supply chains, energy prices and
consumer sentiment.
Many of our more established holdings have delivered strong
commercial momentum through the year, and we expect
them to continue to mature as they scale their operations,
expand into new markets and deepen their customer
relationships.
The period since the year end has been particularly busy,
with a strong pipeline of new investment opportunities
across a range of sectors and continued positive momentum
across the existing portfolio. We expect further activity over
the coming months, both in terms of new investments and
potential realisations, and will continue to take a disciplined
and selective approach to deploying capital in what remains
a competitive market.
The rapid development of artificial intelligence continues to
reshape the operating environment for many of our portfolio
companies. Several of our holdings are actively deploying AI.
We are equally mindful of the competitive pressures AI can
introduce in certain sub-sectors, and we are working closely
with management teams to ensure they are responding
appropriately, including hosting dedicated workshops on the
deployment of AI throughout their businesses.
Overall, we remain confident in the quality of the companies
we back, the ability of their management teams to navigate
the current environment, and the long-term prospects for the
portfolio.
Beringea LLP
2 June 2026
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AnnualReport&Accounts 2026
InvestmentActivity
Investment activity during the year is summarised as follows:
Cost
Additions £’000
Cycle Exchange Ltd 1,064
Limitless Travel Ltd 1,035
Farmer J Limited 1,007
Mothership Drinks Ltd (t/a MOTH) 164
Mojo Men Ltd 117
DeepCrawl Holding Company, Inc. (t/a Lumar) 49
Not Another Beer Co Ltd (t/a Lucky Saint) 23
Total 3,459
The total cost of additions in the year of £3,459,000 as shown above equals that shown in the Statement of Cash Flows of
£3,459,000.
12
178031 PGI Report & Accounts Pt2_178031 PGI Report & Accounts Pt2 02/06/2026 16:47 Page 12
AnnualReport&Accounts 2026
Realisedgain/ Realisedgain/
Marketvalue Disposal (loss)against (loss)during
Cost 01/03/25 proceeds cost theyear
Disposals £’000 £’000 £’000 £’000 £’000
WS HoldCo, PBC (t/a WiredScore) 3,494 3,441 3,052 (442) (390)
NowVertical Group, Inc. – 26 37 37 11
Lupa Foods Limited ––182 182 182
Buckingham Gate Financial
Services Limited –– 9 9 9
Total 3,494 3,467 3,280 (214) (188)
Total disposal proceeds of £3,280,000 as shown above is higher than that shown in the Statement of Cash Flows of £1,178,000.
The difference of £2,102,000 arises due to:
- deferred disposal proceeds debtor of £3,043,000 held at the year end, relating to WiredScore;
- £18,000 of new contingent proceeds debtor at the current year end; and
- £959,000 contingent proceeds debtor held at the prior year end received in the current year.
Of the disposals above, Lupa Foods and Buckingham Gate Financial Services were realised in a prior period, but contingent
proceeds were recognised in the current period in excess of the amounts previously accrued.
The figure for the realised loss during the year as shown above of £188,000 equals that shown in the Income Statement of
£188,000.
13
178031 PGI Report & Accounts Pt2_178031 PGI Report & Accounts Pt2 02/06/2026 16:47 Page 13
InvestmentPortfolio
The following investments were held at 28 February 2026:
Valuation
movementin
Venturecapitalinvestments Cost Valuation year %ofportfolio
(byvalue) £’000 £’000 £’000 byvalue
Picasso Labs, Inc. (t/a CreativeX) 4,546 12,859 918 8.7%
MPB Group Limited 1,194 8,215 1,164 5.6%
Papier Ltd 4,703 7,041 2,337 4.7%
Gorillini NV (t/a Gorilla) 2,886 7,029 622 4.7%
Dash Brands Ltd 3,282 6,985 1,806 4.7%
Social Value Portal Ltd 2,660 6,617 361 4.4%
Luxury Promise Limited 6,020 6,455 (2,795) 4.3%
Utilis Israel Ltd (t/a Asterra) 2,144 5,302 230 3.5%
Infinity Reliance Limited (t/a My 1st Years) 2,769 5,131 89 3.4%
Litta App Limited 2,053 5,057 471 3.4%
Farmer J Limited 2,837 4,044 282 2.7%
Second Nature Healthy Habits Ltd 3,842 3,842 (1,023) 2.6%
Not Another Beer Co Ltd (t/a Lucky Saint) 2,226 3,148 570 2.1%
Arctic Shores Limited 2,909 2,928 – 2.0%
Access Systems, Inc. (t/a AccessPay) 1,783 2,660 (235) 1.8%
Moonshot CVE Ltd 1,502 2,612 (426) 1.7%
Litchfield Media Limited* 1,420 2,542 (31) 1.7%
YardLink Ltd 2,319 2,319 988 1.6%
Dealroom.co B.V. 2,140 2,208 (852) 1.5%
Chattermill Analytics Limited 2,199 2,199 – 1.5%
Doctify Limited 1,778 2,047 15 1.4%
Limitless Travel Ltd 1,035 1,706 671 1.1%
Mothership Drinks Ltd (t/a MOTH) 1,051 1,677 639 1.1%
Cycle Exchange Ltd 1,064 1,549 485 1.0%
Cogora Group Limited** 1,320 1,539 1,247 1.0%
Stylescape Limited (t/a EDITED) 1,500 1,500 – 1.0%
EMS Operations Ltd (t/a Archdesk) 2,521 1,367 217 0.9%
Enternships Limited (t/a Learnerbly) 1,575 1,262 (314) 0.8%
Simplestream Limited** 690 1,240 – 0.8%
Been There Done That Global Limited 3,149 1,235 (814) 0.8%
True Communication Technologies Ltd (t/a VRAI) 1,168 1,131 (280) 0.8%
Asat28February2026
14
AnnualReport&Accounts 2026
14
178031 PGI Report & Accounts Pt2_178031 PGI Report & Accounts Pt2 02/06/2026 16:47 Page 14
Valuation
movement
Venturecapitalinvestments Cost Valuation inyear %ofportfolio
(byvalue) £’000 £’000 £’000 byvalue
Andcrafted Ltd (t/a Plank Hardware) 1,087 1,087 – 0.7%
Iceberg Data Lab SAS 1,061 1,083 62 0.7%
Rapid Charge Grid Limited* 933 1,022 37 0.7%
DeepCrawl Holding Company, Inc. (t/a Lumar) 4,080 979 (1,435) 0.7%
Plum& Limited (t/a Plum Guide) 2,850 907 (188) 0.6%
Andersen EV Plc (formerly EVIOS plc) 600 655 (59) 0.4%
ZenCity Technologies Ltd (formerly Commonplace
Digital Limited) 1,870 513 89 0.3%
Mojo Men Ltd 492 492 – 0.3%
DeepStream Technologies Limited 2,744 468 (404) 0.3%
88,002 122,652 4,444 82.0%
Other venture capital investments 26,124 323 (2,266) 0.2%
Totalventurecapitalinvestments 114,126 122,975 2,178 82.2%
Cash at bank and current asset investments 26,612 17.8%
Totalinvestments 149,587 100.0%
Valuation movement in the year excludes the cost of investments made in the year. Other venture capital investments at
28 February 2026 comprise:
Disposable Cubicle Curtains Limited (t/a Hygenica)**, Vigilant Applications Limited*, Sannpa Limited (t/a Fnatic), CG Hero Ltd,
Honeycomb.TV Limited (t/a Cape.io)*, POQ Studio Ltd, InContext Solutions, Inc.**, Festicket Ltd, Whistle Sports, Inc*., Dryden
Holdings Limited*†, Senselogix Limited, and Lantum Limited (formerly Network Locum).
* Non-qualifying investment
** Partially non-qualifying investment
† Investee company 100% owned by the Company but not consolidated as held exclusively for resale as part of an investment
portfolio.
All venture capital investments are unquoted.
All venture capital investments are registered in England and Wales except for Access Systems, Inc. (t/a AccessPay), DeepCrawl
Holding Company, Inc. (t/a Lumar), InContext Solutions, Inc., Picasso Labs, Inc. (t/a CreativeX), Whistle Sports, Inc., which are
Delaware registered corporations in the United States of America; Utilis Israel Limited (t/a Asterra), ZenCity Technologies Ltd
(formerly Commonplace Digital Limited), which are registered in Israel; Dealroom.co B.V., which is registered in the Netherlands;
Gorillini NV (t/a Gorilla), which is registered in Belgium; Iceberg Data Lab SAS, which is registered in France; and True
Communication Technologies Ltd (t/a VRAI), which is registered in The Republic of Ireland.
15
AnnualReport&Accounts 2026
15
178031 PGI Report & Accounts Pt2_178031 PGI Report & Accounts Pt2 02/06/2026 16:47 Page 15
AnnualReport&Accounts 2026
ReviewofInvestments
Cost: £4,546,000
Investment comprises:
Preference shares: £4,546,000
Unauditedaccounts: 31/12/2025 31/12/2024
Turnover: Not available Not available
Profit/(Loss) before tax: Not available Not available
Net assets: Not available Not available
Valuationmethod: Discountedrevenuemultiple
Valuation at 28/02/2026: £12,859,000
Valuation at 28/02/2025: £11,942,000
Dividend income: £–
Loan note income: £–
Equity/Voting Rights held by Company: 13.4%/15.0%
Equity/Voting Rights held by Investment Manager: 20.0%/22.4%
PicassoLabs,Inc.(t/aCreativeX)
www.creativex.com
CreativeX is a provider of marketing technology software for brand excellence –
its platform is used by global brands including Google, Samsung, and Pepsi.
MPBGroupLimited
www.mpb.com
MPB is an online marketplace for high quality, pre-owned photography and
videography equipment.
Cost: £1,194,000
Investment comprises:
Preference shares: £1,194,000
Auditedaccounts: 31/03/2025 31/03/2024
Turnover: £199.3m £172.6m
Loss before tax: £7.6m £8.2m
Net assets: £19.2m £23.9m
Valuationmethod: Discountedrevenuemultiple
Valuation at 28/02/2026: £8,215,000
Valuation at 28/02/2025: £7,051,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 2.3%/2.5%
Equity/Voting rights held by Investment Manager: 6.0%/6.6%
16
Asat28February2026
Further details of the ten largest unquoted investments (by value) are set out below. Where financial performance detail is
marked as ‘Not available’, this means that it is not publicly available and cannot be published here for confidentiality reasons.
PapierLtd
www.papier.com
Papier is an online personalised stationery retailer, specialising in
unique curated collections.
Cost: £4,703,000
Investment comprises:
Preference shares: £4,703,000
Unauditedaccounts: 03/05/2025 29/04/2024
Turnover: £31.9m £27.1m
Loss before tax: £4.2m £6.5m
Net assets/(liabilities): £(0.6)m £3.5m
Valuationmethod: Discountedrevenuemultiple
Valuation at 28/02/2026: £7,041,000
Valuation at 28/02/2025: £4,703,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 7.0%/7.8%
Equity/Voting rights held by Investment Manager: 10.5%/11.7%
178031 PGI Report & Accounts Pt2_178031 PGI Report & Accounts Pt2 02/06/2026 16:47 Page 16
GorilliniNV(t/aGorilla)
www.gorilla.co
Gorilla offers a cloud-based data processing platform enabling energy and
utilities to make better decisions with data.
AnnualReport&Accounts 2026
Cost: £2,886,000
Investment comprises:
Preference shares: £2,886,000
Unauditedaccounts: 31/12/2025 31/12/2024
Turnover: Not available Not available
Profit/(Loss) before tax: Not available Not available
Net assets: Not available Not available
Valuationmethod: Discountedrevenuemultiple
Valuation at 28/02/2026: £7,029,000
Valuation at 28/02/2025: £6,406,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 9.4%/10.8%
Equity/Voting rights held by Investment Manager: 22.6%/25.8%
Cost: £2,660,000
Investment comprises:
Preference shares: £2,660,000
Unauditedaccounts: 31/12/2024 31/12/2023
Turnover: Not available Not available
Profit/(Loss) before tax: Not available Not available
Net assets/(liabilities): £(1.7)m £0.3m
Valuationmethod: Discountedrevenuemultiple
Valuation at 28/02/2026: £6,617,000
Valuation at 28/02/2025: £6,256,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 13.2%/14.5%
Equity/Voting rights held by Investment Manager: 26.1%/28.7%
SocialValuePortalLtd
www.socialvalueportal.com
Social Value Portal is a platform for measuring, monitoring and
analysing social impact that supports more than 24,000 organisations.
DashBrandsLtd
www.dash-water.com
DASH is a zero-sugar, zero-calorie seltzer company known for
infusing wonky fruit in its drinks.
Cost: £3,282,000
Investment comprises:
Preference shares: £3,282,000
Unauditedaccounts: 31/12/2024 31/12/2023
Turnover: £17.2m £12.2m
Profit/(Loss) before tax: £2.3m £2.6m
Net assets: £6.6m £8.5m
Valuationmethod: Discountedrevenuemultiple
Valuation at 28/02/2026: £6,985,000
Valuation at 28/02/2025: £5,179,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 7.7%/8.5%
Equity/Voting rights held by Investment Manager: 14.0%/15.6%
17
178031 PGI Report & Accounts Pt2_178031 PGI Report & Accounts Pt2 02/06/2026 16:48 Page 17
InfinityRelianceLimited(t/aMy1stYears)
www.my1styears.com
My 1st Years is an e-commerce site for personalised items for babies and children,
with products from their Royal Range having been worn by Prince George.
AnnualReport&Accounts 2026
ReviewofInvestments(cont.)
Cost: £2,769,000
Investment comprises:
Preference shares: £2,769,000
Auditedaccounts: 31/12/2024 31/12/2023
Turnover: £23.30m £21.0m
Profit before tax: £0.0m £2.9m
Net assets: £8.8m £9.1m
Valuationmethod: Discountedrevenuemultiple
Valuation at 28/02/2026: £5,131,000
Valuation at 28/02/2025: £5,042,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 10.8%/10.9%
Equity/Voting rights held by Investment Manager: 28.5%/29.0%
18
UtilisIsraelLtd(t/aASTERRA)
www.asterra.io
Asterra harnesses satellite data to spot water leaks and damage to
infrastructure around the world.
Cost: £2,144,000
Investment comprises:
Preference shares: £2,144,000
Unauditedaccounts: 31/12/2025 31/12/2024
Turnover: Not available Not available
Profit/(Loss) before tax: Not available Not available
Net assets: Not available Not available
Valuationmethod: Discountedrevenuemultiple
Valuation at 28/02/2026: £5,302,000
Valuation at 28 /02/2025: £5,072,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 9.2%/10.8%
Equity/Voting rights held by Investment Manager: 16.9%/19.8%
LuxuryPromiseLimited
www.luxurypromise.com
Luxury Promise is a platform to buy and sell pre-owned luxury handbags and
accessories, featuring brands including Chanel, Hermès, and Louis Vuitton.
Cost: £6,020,000
Investment comprises:
Preference shares: £5,238,000
Loan Notes: £782,000
Auditedaccounts: 31/12/2024 31/12/2023
Turnover: £23.1m £21.9m
Loss before tax: £2.8m £4.1m
Net assets (liabilities): £(0.5)m £0.8m
Valuationmethod: Discountedrevenuemultiple
Valuation at 28/02/2026: £6,455,000
Valuation at 28/02/2025: £9,250,000
Dividend income: £–
Loan note income: £63,000
Equity/Voting rights held by Company: 17.4%/19.1%
Equity/Voting rights held by Investment Manager: 34.4%/37.6%
178031 PGI Report & Accounts Pt2_178031 PGI Report & Accounts Pt2 02/06/2026 16:48 Page 18
LittaAppLimited
www.litta.co.uk/
Litta™ is a company that provides rubbish and waste removal services,
both domestic and businesses, all over the UK.
AnnualReport&Accounts 2026
Cost: £2,053,000
Investment comprises:
Preference shares: £2,053,000
Auditedaccounts: 31/12/2024 31/12/2023
Turnover: Not available Not available
Profit/(Loss) before tax: Not available Not available
Net assets: £1.3m £1.4m
Valuationmethod: Discountedrevenuemultiple
Valuation at 28/02/2026: £5,057,000
Valuation at 28/02/2025: £4,587,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 15.3%/17.4%
Equity/Voting rights held by Investment Manager: 28.8%/32.7%
19
178031 PGI Report & Accounts Pt2_178031 PGI Report & Accounts Pt2 02/06/2026 16:48 Page 19
AnnualFinancialReport2023
20
AnnualReport&Accounts 2026AnnualFinancialReport2023AnnualFinancialReport2023AnnualFinancialReport2023AnnualFinancialReport2023AnnualFinancialReport2023AnnualFinancialReport2023AnnualFinancialReport2023AnnualFinancialReport2023AnnualFinancialReport2023AnnualFinancialReport2022
ReviewofInvestments(cont.)
20
AnalysisofInvestmentsbyCommercialSector
An analysis of the portfolio by sector and valuation methodology (based on valuation) is set out below:
Portfolio by
Sector
Media 4%
(2025: 5%)
Healthcare 5%
(2025: 6%)
Tech-Enabled Business Services 12%
(2025: 15%)
SaaS 38%
(2025: 39%)
Consumer/E-Commerce 37%
(2025: 31%)
Manufacturing 1%
(2025: 1%)
Other 3%
(2025: 3%)
Portfolio by Valuation
Methodology
Net asset value 3%
(2025: 3%)
Price of recent
transaction 4%
(2025: 0%)
Discounted EBITDA
multiple 1%
(2025: 1%)
Market Approach 0%
(2025: 2%)
Discounted
revenue
multiple 90%
(2025: 94%)
Bid price 0%
(2025: 0%)
Sales price discounted
for completion 2%
(2025: 0%)
AnnualReport&Accounts 2026
178031 PGI Report & Accounts Pt2_178031 PGI Report & Accounts Pt2 02/06/2026 16:48 Page 20
21
AnnualReport&Accounts 2026
ESG
Report
The Company feels it is important to highlight the
work being delivered by the Investment Manager to
ensure that the ProVen VCTs and the portfolio
companies are embracing environmental, social, and
governance (ESG) best practices.
Supportingtheportfolio:ReframeVenture
In 2021, the Manager founded ESG_VC, a network that grew
to support more than 250 venture capital firms and their
portfolio companies in measuring and improving ESG
performance. Under the Manager’s leadership, ESG_VC grew
to become one of the world’s leading initiatives focused on
sustainability in the venture capital industry.
In January 2025, ESG_VC merged with VentureESG, a sister
organisation focused on embedding ESG within venture
capital firms and limited partners. Given its role in building
ESG_VC, the Manager plays an active role in leading the
combined entity – now known as Reframe Venture – and
Henry Philipson, Director of Marketing and Communications
at Beringea, sits on the Council and leads its portfolio
support programmes.
The network of investment firms involved in Reframe Venture
worldwide now numbers more than 600, providing the
Manager with insights into best practice across responsible
investing, sustainability, and impact in growth companies.
The Manager’s leadership role within Reframe Venture also
provides it with the expertise, network, and influence to drive
value within portfolio companies through ESG, while also
establishing its credibility within sustainability and
climatetech, areas that have attracted substantial venture
capital investment in recent years.
Through the Manager’s work with ESG_VC and now Reframe
Venture, the ProVen VCTs’ portfolio companies are able to
access free support for analysing, tracking, and improving
their ESG performance. This support is structured around
three main areas of activity:
• Measurementframework:benchmarking performance
using a standardised framework for measuring ESG
within venture-backed business. The framework asks
companies to respond to metrics spanning
environmental, social, and governance factors – in turn,
companies receive a benchmark of their ESG
performance and a set of targets for improving their ESG
score.
• Educationalevents:portfolio companies are provided
with access to a regular calendar of webinars that
educate businesses and investors about specialist ESG
topics – for example, members of the ProVen VCTs’
portfolio participated in a webinar in September 2025 on
ESG at the board level with Tom Berry, former
sustainability lead at Farfetch.
• Onlineresources:portfolio companies are provided
with access to a bank of online resources, ranging from
standardised policies to recommendations on suppliers
and consultants, that portfolio companies can use to
embed new processes and technologies to support
their ESG performance.
The Manager has integrated ESG benchmarking into its
investment monitoring processes. Companies are required
to complete the framework upon securing investment from
the ProVen VCTs, providing a benchmark of ESG
performance for the portfolio company and the Manager.
Companies within the ProVen VCTs’ portfolio are then asked
to complete an annual measurement of ESG performance,
as part of ongoing portfolio monitoring.
Data collected through this reporting are used to highlight
areas of strength and weakness, as well as potential areas
for improvement, and portfolio companies are guided to
relevant resources and events available from Reframe
Venture and other relevant industry bodies.
AnnualReport&Accounts 2026
178031 PGI Report & Accounts Pt2_178031 PGI Report & Accounts Pt2 02/06/2026 16:48 Page 21
Casestudy:MPB–Drivingimpactatscale
MPB is a leading global platform for buying and selling used
photography and videography equipment that has been part
of the ProVen VCTs’ portfolio since 2018. It provides a clear
example of how sustainability-led business models can drive
value within the ProVen VCTs’ portfolio.
At the core of MPB’s model is circularity. By enabling the
reuse of equipment at scale, the business is extending
product lifecycles, reducing waste and lowering the
environmental impact associated with new manufacturing. In
FY25, MPB recirculated more than 600,000 items annually,
highlighting the scale of this impact.
Sustainability is embedded across MPB’s operations. The
company has reduced its carbon footprint while supporting
its growth, and it matches 100 per cent of its electricity usage
with renewable energy. Its packaging is also fully recyclable
and plastic-free, further reinforcing its commitment to
reducing environmental impact.
Alongside its environmental performance, MPB has
demonstrated strong governance and responsible business
practices. The business has introduced enhanced policies
across areas including sustainability, AI and employee
conduct, while maintaining high standards in data protection
and customer trust. This approach contributed to MPB
achieving the highest scores across environmental and
governance metrics in the ProVen VCTs’ annual portfolio
reporting.
MPB’s success highlights how sustainability can be integral
to commercial performance. Its circular model not only
reduces environmental impact but also creates value for
customers through greater affordability and access,
strengthening its market position and long-term growth
potential.
Internalinitiatives:ESGatBeringea
The Manager has also established an internal ESG
committee to ensure that its wider operations are tracking
and strengthening the firm’s approach to sustainability,
diversity, community engagement, and corporate
governance.
The Manager also has a longstanding commitment to
tracking and improving its approach to diversity and
inclusion. As part of this work, the firm has regularly taken
interns from programmes that support access to jobs in
financial services for young people from under-represented
backgrounds. This year, it is working with the 10,000 Black
Interns programme, which provides paid internships for Black
students and graduates.
Externalinitiatives: Supportingthe
ecosystem
As well as its leadership role within Reframe Venture, the
Manager has participated in several industry initiatives that
seek to improve sustainability, diversity, and governance
through the venture capital ecosystem. This includes being a
signatory to the Investing in Women Code, an initiative led by
the British Business Bank that tracks diversity across the
investment activity of the UK’s venture capital firms.
MPB
AnnualReport&Accounts 2026
22
ESGReport(cont.)
178031 PGI Report & Accounts Pt2_178031 PGI Report & Accounts Pt2 02/06/2026 16:48 Page 22
AnnualReport&Accounts 2026
BoardofDirectors
23
MarcVlessingOBE
CHAIR
Marc started his career as a corporate financier with County
NatWest in 1984. In 1991, he set up his own management
consultancy specialising in the media sector. In 1997 he
became Chief Executive of one of London’s largest groups of
theatres, cinemas and TV companies (Crescent
Entertainment). Subsequently, he became Chief Executive of
First Call International. He is co-founder and until recently
was CEO of Pocket Living which he now Chairs, the first
private developer in London to specialise in helping hard-
working city makers, on low to moderate incomes, own or
rent their first home with backing from the Mayor of London
and Related Companies in New York. Marc has been a
Director of the Company since October 2002.
AnnaKuriakose
NON-EXECUTIVE DIRECTOR
Anna has over 25 years of experience building and scaling
successful businesses. She is currently Chief Product Officer
at OakNorth, the digital bank for entrepreneurs, having held
similar roles previously at SumUp, a global fintech, and Meta
(formerly Facebook). She has held executive roles at both
early-stage startups (Evrythng, AlertMe, Monitise) and mature
companies (JustGiving, TotallyMoney). Anna is also the
founder of ScaleUp Lean, an advisory business offering
strategy consultancy to tech businesses. Anna was
appointed a Director of the Company in November 2019.
NatashaChristie-Miller
NON-EXECUTIVE DIRECTOR
Natasha was President/CEO of Ascential Intelligence for six
years, a portfolio of digital intelligence brands including
WGSN, the world’s leading trend forecaster, Groundsure, the
UK’s top environmental data supplier for conveyancers, and
the festival business Money20/20 at Ascential plc, the global
information company. Prior to that she was CEO of Emap
from 2010 to 2015. She started her career in sales and led
the commercial teams on consumer brands such as Elle,
Red and the Emap parenting portfolio. Natasha has a long
history of growing B2B businesses and selling them to
strategic or private equity buyers. Natasha is Chairwoman of
Sifted, a Financial Times and PE backed media business for
start ups, on the Board of ProVen Growth and Income and a
Trustee of Just Like Us. Natasha is currently an advisor to a
number of businesses including TED Conferences LLC, The
Economist, Moonshot and Walking On Earth. Natasha was
appointed Director of the Company in August 2011.
All Directors are independent of the Investment Manager.
Malcolm Moss resigned from the Board with effect from
15 July 2025.
178031 PGI Report & Accounts Pt2_178031 PGI Report & Accounts Pt2 02/06/2026 16:48 Page 23
AnnualFinancialReport2023AnnualReport&Accounts 2026AnnualFinancialReport2023AnnualFinancialReport2023AnnualFinancialReport2023
Strategic
Report
The Directors present the Strategic Report for the
year ended 28 February 2026. The Board prepared
the Annual Report & Accounts in accordance with
the Companies Act 2006 (Strategic Report and
Directors’ Reports) Regulations 2013.
PrincipalObjectivesandStrategy
The Company’s investment objective is to achieve long-term
returns greater than those available from investing in a
portfolio of quoted companies, by investing in:
• a portfolio of carefully selected qualifying investments in
small and medium sized unquoted companies with
excellent growth prospects; and
• a portfolio of non-qualifying investments permitted for
liquidity management purposes,
within the conditions imposed on all VCTs, and to minimise
the risk of each investment and the portfolio as a whole.
The Company has been approved by HM Revenue and
Customs (“HMRC”) as a Venture Capital Trust in accordance
with Part 6 of the Income Tax Act 2007 and, in the opinion of
the Directors, the Company has conducted its affairs so as to
enable it to continue to maintain approval. Approval for the
year ended 28 February 2026 is subject to review should
there be any subsequent enquiry under corporation tax
self-assessment.
The Directors consider that the Company was not, at any
time, up to the date of the Annual Report & Accounts, a close
company for the purpose of the Income Tax Act 2007.
BusinessModel
The business acts as an investment company, investing in a
portfolio of carefully selected smaller companies. The
Company operates as a Venture Capital Trust to ensure that
its Shareholders can benefit from tax reliefs available and has
outsourced the portfolio management and administration
duties.
BusinessReviewandDevelopments
The Company began the year with £120.8 million of venture
capital investments and ended with £123.0 million spread
over a portfolio of 52 companies. Of these companies,
46 investments with a value of £119.3 million were VCT
qualifying (or part qualifying).
The loss on ordinary activities after taxation for the year was
£0.3 million, comprising a revenue return of £0.1 million and a
capital loss of £(0.4) million. The Ongoing Charges ratio
(which is calculated in line with the AIC methodology as
recurring operational expenses excluding performance fees,
trail commission and recoverable VAT divided by the
Company’s average net assets in the period) is an Alternative
Performance Measure used by the Board to monitor
expenses. Recurring operational expenses for the year
ended 28 February 2026, excluding trail commission, were
£3,890,000, and the average net assets over the year were
£158,004,000. Therefore, the Ongoing Charges ratio in
respect of the year ended 28 February 2026 was 2.5%
(2025: 2.5%) and was within the Company’s cap of 2.9%.
Further Key Performance Indicators and Alternative
Performance Measures are highlighted on page 28 of this
Report.
The Company’s business review and developments during
the year are reviewed further within the Chair’s Statement,
Investment Manager’s Review and Review of Investments.
InvestmentPolicy
Investmentobjective
The Company’s investment objective is to achieve long-term
returns greater than those available from portfolios of quoted
companies. It pursues this by investing in carefully selected
qualifying holdings in small and medium-sized unquoted
companies with excellent growth prospects, together with
non-qualifying investments held for liquidity management
purposes.
Investments will be made within the conditions imposed on
all VCTs, and aim to minimise the risk of each investment and
the portfolio as a whole.
24
AnnualReport&Accounts 2026
178031 PGI Report & Accounts Pt2_178031 PGI Report & Accounts Pt2 02/06/2026 16:48 Page 24
The investment policy covers several areas as follows:
Qualifyinginvestments
The Company seeks to make investments in VCT qualifying
companies with the following characteristics:
• a strong, balanced and well-motivated management
team with a proven track record of achievement;
• a defensible market position;
• good growth potential;
• an attractive entry price for the Company; and
• a clearly identified route for a profitable realisation within
a three- to four-year period.
The Company invests in companies at various stages of
development, including those requiring capital for expansion,
but not in start-ups or management buy-outs or businesses
seeking to use funding to acquire other businesses.
Investments are spread across a range of different sectors.
Otherinvestments
Funds not invested in qualifying investments may be
invested in non-qualifying investments permitted for liquidity
management purposes, which include cash, alternative
investment funds (“AIFs”) and UCITS which may be
redeemed on no more than 7 days’ notice, or ordinary shares
or securities in a company that are acquired on a regulated
market.
Borrowings
It is not the Company’s intention to have any borrowings. The
Company, does, however, have the ability to borrow a
maximum amount equal to the nominal capital of the
Company and its distributable and non-distributable reserves
which, at 28 February 2026, was equal to £152.7 million
(2025: £156.8 million). There are no plans for the Company to
borrow at the current time.
Maximumexposures
No investment will constitute more than 15% of the
Company’s portfolio by value at the time of investment.
UKListingRules
In accordance with the UK Listing Rules:
(i) the Company may not invest more than 10%, in aggregate,
of the value of the total assets of the Company at the time an
investment is made in other listed closed ended investment
funds except listed closed-ended investment funds which
have published investment policies which permit them to
invest no more than 15% of their total assets in other listed
closed-ended investment funds;
(ii) the Company must not conduct any trading activity which
is significant in the context of the Company; and
(iii) the Company must, at all times, invest and manage its
assets in a way which is consistent with its objective of
spreading investment risk and in accordance with its
published investment policy set out in this Report. This
investment policy is in line with Chapter 11 of the UK Listing
Rules and Part 6 Income Tax Act 2007.
AnnualReport&Accounts 2026
CYCLEEXCHANGE
25
178031 PGI Report & Accounts Pt2_178031 PGI Report & Accounts Pt2 02/06/2026 16:48 Page 25
StrategicReport(cont.)
VentureCapitalTrustRegulations
The Company has engaged Philip Hare & Associates LLP to advise it on compliance with VCT requirements, including
evaluation of investment opportunities as appropriate and regular review of the portfolio. Although Philip Hare & Associates
LLP works closely with the Investment Manager, they report directly to the Board.
Compliance with the main VCT regulations as at 28 February 2026 and for the year then ended is summarised as follows:
(i) the Company holds at least 80 per cent. of its investments in qualifying companies (as defined by Complied
Part 6 of the Income Tax Act 2007);
(ii) at least 70 per cent. (in the case of funds raised after 5 April 2011) of the Company’s qualifying investments Complied
(by value) are held in “eligible shares” – (“eligible shares” generally being ordinary share capital);
(iii) the Company’s ordinary share capital has throughout the period been listed on a regulated European Complied
market;
(iv) no investment in a company constitutes more than 15 per cent. of the Company’s portfolio Complied
(by value at time of investment);
(v) the Company’s income for each financial year is derived wholly or mainly from shares and securities; Complied
(vi) the Company distributes sufficient revenue dividends to ensure that not more than 15 per cent. of the Complied
income from shares and securities in any one year is retained;
(vii) the Company has not made a prohibited payment to Shareholders derived from an issue of shares Complied
since 6 April 2014;
(viii) no investment made by the Company causes an investee company to receive more than the permitted Complied
investment from State Aid sources (including from VCTs);
(ix) since 18 November 2015, the Company has not made an investment in a company which exceeds Complied
the maximum permitted age requirement;
(x) the funds invested by the Company in another company since 18 November 2015 have not been used Complied
to make a prohibited acquisition;
(xi) since 6 April 2016, the Company has not made a prohibited non-qualifying investment; and Complied
(xii) of funds raised on or after 1 March 2019, at least 30% has been invested in qualifying holdings by the Complied
anniversary of the end of the accounting period in which the shares were issued.
AnnualReport&Accounts 2026
26
178031 PGI Report & Accounts Pt2_178031 PGI Report & Accounts Pt2 02/06/2026 16:48 Page 26
AnnualReport&Accounts 2026
InvestmentManagementand
AdministrationFees
Beringea provides investment management services to the
Company for an annual fee of 2.0% of the net assets per
annum. Beringea is also entitled to receive performance
incentive fees as described below. The investment
management agreement is terminable by either party at any
time by one year’s prior written notice. The total fees relating
to this service amounted to £3,169,000 (2025: £3,312,000),
comprising management fees only. No performance
incentive fees are payable in the current year, nor were they
payable in the prior period. No fees were outstanding at year
end.
The Board is satisfied with Beringea’s approach and
procedures in providing investment management services to
the Company. The Directors have therefore concluded that
the continuing appointment of Beringea as Investment
Manager remains in the best interests of Shareholders.
Throughout the year ended 28 February 2026, Beringea also
provided administration services to the Company. In the year,
total administration fees amounted to £212,000 (2025:
£206,000).
The annual running costs (excluding any performance fees
payable) of the Company are subject to a cap of 2.9% of the
Company’s net assets at the end of the year. Any running
costs in excess of this are borne by Beringea.
Beringea received arrangement fees in respect of
investments made by the Company totalling £46,000 (2025:
£107,000). Beringea also received monitoring fees of
£680,000 (2025: £663,000) during the year ended 28
February 2026 across both ProVen VCT and ProVen Growth
and Income VCT. These fees are payable by the investee
companies into which the Company invests and are not a
direct liability or expense of the Company.
Please refer to Note 19. ‘Related Party Transactions’ for
further information on page 83.
PerformanceIncentiveFees
The Investment Manager is entitled to receive an annual
performance incentive fee in respect of the shares in issue at
29 February 2012 (the “Original Offer”) and each share offer
made by the Company since the Original Offer (each being a
“Relevant Offer”), if the Performance Value of the Relevant
Offer achieves a Hurdle Amount.
The “Performance Value” is calculated annually based on the
latest annual audited NAV, plus cumulative dividends and any
previous performance fees paid in respect of the Relevant
Offer since 29 February 2012.
The “Hurdle Amount” is represented by the higher of:
(i) 1.25 times the initial share offer NAV; and (ii) the initial share
offer NAV compounded by the annual Bank of England base
rate plus 1%. Please note the hurdle amount for the Original
Offer is calculated differently but based on similar principles.
For each Relevant Offer, if the Hurdle Amount is not met, no
performance incentive fee will be payable. Once the Hurdle
Amount has been met, the performance incentive fee
payable in relation to a financial year is 20% of the amount by
which the Performance Value exceeds the initial NAV of the
Relevant Offer, less any performance fees paid previously.
Performance fees will be reduced, if necessary, to ensure
that i) the cumulative performance fee per share payable to
the Investment Manager in respect of a Relevant Offer does
not exceed 20% of the relevant cumulative dividends paid in
respect of that share; ii) the cumulative performance fee per
share payable to the Investment Manager in respect of a
Relevant Offer does not exceed 50% of the amount by which
the Relevant Offer Performance Value exceeds the Relevant
Offer Hurdle; and iii) the audited net asset value per share at
the relevant financial year end plus the relevant cumulative
dividends is at least equal to the relevant respective Hurdle
Amount.
Performance fees for the year ended 28 February 2026
amounted to £nil (2025: £nil).
27
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AnnualReport&Accounts 2026
StrategicReport(cont.)
KeyPerformanceIndicators
At each Board meeting, the Directors consider a number of
performance measures to assess the Company’s success in
meeting its objective of delivering long-term returns. Some of
these are classified as alternative performance measures
(“APMs”) in line with Financial Reporting Council (“FRC”)
guidance. The Board believes the Company’s key
performance indicators are:
• Total return (net asset value plus dividends paid since
‘C’ Share class launch in 2009)*;
• dividends paid and the dividend yield*;
• change in net asset value per share (adjusted for
dividends paid in the year)*;
• ongoing charges ratio* (see page 24); and
• VCT compliance (see page 26).
* Classified as an APM.
The total return is calculated by the net asset value per share
plus the cumulative dividends paid since ‘C’ Share class
launch in 2009 to date. This is a performance measure of the
fund and used to evaluate the total value generated for
Shareholders. The graph shows the total return over the last
five years and is split between the net asset value and the
cumulative dividends paid.
The following table shows the total return, annual return
shown as the movement in net asset value per share
(adjusted for dividends paid in the year), dividends paid in
respect of each year and the dividend yield.
28/02/2022 28/02/2023 29/02/2024 28/02/2025 28/02/2026
Last 5 Years Total Return
NAV
Dividends Paid
40
50
60
70
80
90
100
110
120
130
140
28
28/02/2022 28/02/2023 29/02/2024 28/02/2025 28/02/2026
Totalreturnsince‘C’Shareclasslaunch
in2009(p) 137.95 129.6 133.1 131.35 131.4
Changeinnetassetvaluepershare
(adjustedfordividendspaidintheyear)
1
Opening NAV per share (p) 61.5 67.3 54.2 54.7 50.2
Closing NAV per share (p) 67.3 54.2 54.7 50.2 47.5
(Decrease)/increaseinNAVpershare(p) 5.8 (13.1) 0.5 (4.5) (2.7)
Dividends paid per share in the year (p) 3.0 4.75 3.0 2.75 2.75
(Decrease)/increaseinNAVpershare
(adjustedfordividendspaidintheyear)(p) 8.8 (8.35) 3.5 (1.75) 0.05
(Decrease)/increaseinNAVpershare
(adjustedfordividendspaidintheyear) 14.3% (12.4)% 6.5% (3.2)% 0.1%
Dividends
Opening NAV per share (p) 61.5 67.3 54.2 54.7 50.2
Less final/special dividend(s) paid per
share in relation to prior year (p) 1.5 3.25 1.75 1.5 1.5
AdjustedopeningNAVpershare(p) 60.0 64.05 52.45 53.2 48.7
Dividends paid and payable in respect of year (p) 4.75 3.25 2.75 2.75 2.55
Dividendyield
2
7.9% 5.1% 5.2% 5.2% 5.2%
1
Calculated as the change in total return in the year divided by the opening net asset value.
2
Calculated as the total dividends paid in respect of the financial year divided by the opening net asset value, adjusted for the final dividend paid in respect of the
previous year.
178031 PGI Report & Accounts Pt2_178031 PGI Report & Accounts Pt2 02/06/2026 16:48 Page 28
29
AnnualReport&Accounts 2026
The change in net asset value per share (adjusted for
dividends paid in the year) is defined as an APM and the Board
considers it to be the primary measure of shareholder value.
The dividends per share are also set out in Note 7 on page 74.
As discussed on page 24, the ongoing charges ratio for the
year of 2.5% is within the ongoing charges cap of 2.9%. The
Company has also maintained compliance with VCT
regulations throughout the period, as shown on page 26.
The key performance indicators are discussed further in the
Chair’s Statement on pages 4 to 7 and the Investment
Manager’s Review on pages 8 to 11.
RisksandRiskManagement
The principal financial risks faced by the Company, which
include market risks, credit risk and liquidity risk, are
summarised in Note 15 of the financial statements.
The Board carries out a regular review of the risk environment
in which the Company operates, and reviews the mitigating
controls and actions applicable to those risks. In the period
under review, a number of principal risks remain heightened
due to destabilising world events, in particular the continued
war in Ukraine, the escalating conflict in the Middle East
including the military action against Iran, and the consequent
disruption to global energy supply chains, shipping routes and
inflationary pressures. Ongoing uncertainty around US trade
and tariff policy adds further to this risk environment. The full
impacts of these risks are likely to continue to be uncertain for
some time.
EmergingRisks
The Board also discusses emerging risks as they arise and
puts in place appropriate procedures to monitor and, where
possible, mitigate the effects of these emerging risks on the
Company and the portfolio. The following are some of the
potential emerging risks the Investment Manager and the
Board are currently monitoring:
• adverse changes in the global macroeconomic
environment, including slower than expected global
growth, heightened inflationary pressures and increased
uncertainty driven by geopolitical instability, can lead to
reduced demand and disrupt global supply chains;
• geo-political instability including the conflict in the Middle
East particularly following the military action against Iran,
as well as the continued war in Ukraine, and ongoing
uncertainty around US trade and tariff policy, can create
uncertainty, disrupt global markets and create market
volatility;
• the reduction in upfront income tax relief available to VCT
investors from 30% to 20%, announced in the Autumn
Budget 2025 and effective from 6 April 2026, may
dampen investor appetite for VCT investments and could
adversely impact the Company’s ability to raise funds in
future fundraising rounds, potentially affecting the
Company’s capacity to deploy capital into new and follow-
on investments; and
• the rapid advancement and adoption of artificial
intelligence (“AI”) technologies presents both
opportunities and risks for the Company’s portfolio
companies. Portfolio companies that fail to adapt to or
integrate AI effectively may face competitive
disadvantage, whilst those operating in sectors being
disrupted by AI may experience adverse impacts on their
business models and valuations. At the same time, the
use of AI introduces new operational, regulatory and
reputational risks, including in relation to data privacy,
intellectual property and the reliability of AI-generated
outputs.
PrincipalRisks
Risk Mitigation Changeduringperiod
Investment risk
By nature, companies that
qualify for venture capital trust
purposes have a higher level
of risk than larger quoted
companies and poor
performance could reduce
returns for Shareholders
through downward valuations.
The Directors place reliance on the Investment Manager’s
experience and expertise in adding new companies to the
portfolio. The Investment Manager has a rigorous and robust
formal process for selecting new companies. This process
includes financial and legal due diligence, and review by an
Investment Committee made up of senior investors. It also
draws on the expertise of the Directors. Once invested, a
member of the Manager’s team is usually appointed to the
board of each portfolio company and the Manager supports
portfolio companies’ development, as well as responding to
market changes, through the Portfolio Value-Add Initiatives.
The Board reviews the investment portfolio and its
performance at least on a quarterly basis.
No change. Remains
heightened by continued
economic and
geopolitical disruption
referred to above.
178031 PGI Report & Accounts Pt2_178031 PGI Report & Accounts Pt2 02/06/2026 16:48 Page 29
30
AnnualReport&Accounts 2026
StrategicReport(cont.)
Risk Mitigation Changeduringperiod
No change.VCT qualification monitoring reports are prepared by
the Administration Manager and approved by the
Board on a quarterly basis. Twice a year the
Company’s VCT status adviser reports to the Audit
Committee in relation to compliance with the VCT
legislation. The report for the year ended 28 February
2026 showed compliance with all aspects of the VCT
regulations as summarised on page 26. The
Investment Manager regularly liaises with the
Company’s VCT status adviser in relation to VCT
qualification on individual investments and addresses
any recommended actions to ensure compliance.
VCT qualifying status
A breach of the VCT rules and
loss of approval as a VCT
could lead to Shareholders
losing tax benefits associated
with VCT investments.
Valuation
The companies within the
portfolio are valued in
accordance with the
International Private Equity
and Venture Capital (IPEV)
guidelines but establishing
fair value can be difficult and
is reliant on the accuracy and
completeness of information
provided.
The unquoted investment valuations are prepared by
the Investment Manager and agreed by the Board on
a quarterly basis although new valuations may be
prepared and agreed as required in the event of a
material movement in the valuations.
No change. Remains
heightened by continued
economic and geopolitical
disruption referred to above. In
addition, in accordance with
the IPEV Guidelines, a number
of portfolio companies are
valued with reference to a
basket of public market
comparable companies which,
given the significant market
volatility, could produce an
inaccurate valuation.
Regulatory
The Company operates in a
complex regulatory
environment, failure to comply
could lead to suspension
from the Stock Exchange,
penalties and damage to the
Company’s reputation.
The Investment Manager ensures that it hires suitably
qualified members of staff who are experienced with
regulatory requirements and relevant accounting
standards and the Investment Manager and the
Company Secretary have procedures in place to
ensure recurring Listing Rules requirements are met.
No change.
Legislative
Changes in VCT legislation
could also affect the
Company’s ability to raise
funds and invest. Following
the Autumn Budget 2025,
income tax relief on newly
issued VCT shares was
reduced from 30% to 20%
from 6 April 2026, which may
dampen investor appetite and
future fundraising. However,
the Government also
Legislative and regulatory developments are kept
under review with the Company’s solicitor and
specialist compliance consultants. The Investment
Manager is also a member of the Venture Capital
Trust Association which engages with the
Government to help shape future legislation. The
Board and Investment Manager are actively
considering how the expanded qualifying company
limits can best be utilised to develop the portfolio and
enhance returns for Shareholders and are monitoring
investor sentiment and fundraising conditions in light
of the reduction in income tax relief.
Increased. The reduction in
upfront income tax relief from
30% to 20%, and the
simultaneous expansion of
qualifying company size limits,
represent a significant change
to the VCT legislative
framework. The Board
considers this risk to be
heightened in the near term as
the impact on investor demand
and fundraising becomes
clearer.
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31
AnnualReport&Accounts 2026
Risk Mitigation Changeduringperiod
No change.
expanded qualifying company
size limits and investment
thresholds, widening the pool
of eligible companies and
presenting new investment
opportunities.
Economic
Economic changes such as
slower than expected growth,
changes in Government
policy as well as global
macroeconomic factors
causing uncertainty could
affect trading conditions for
smaller companies and
consequently the value of the
Company’s qualifying
investments.
The Board and Investment Manager continuously
assess the resilience of the portfolio, and ongoing
discussions and planning are held with the portfolio
companies to provide assistance and support,
particularly during periods of economic uncertainty.
The Company has a clear investment policy (outlined
on pages 24 to 25) and a diversified portfolio
operating in a range of sectors which helps to
mitigate against sector specific impacts. Effective risk
management in times of economic uncertainty
ensures there is sufficient liquidity to cope with
unexpected pressures on the finances of the portfolio
and allows the Company to make follow-on
investments where suitable.
Increased. Remains
heightened due to uncertainty
created by current global
macroeconomic environment
and ongoing geopolitical risks
and, in particular, the military
conflict in Iran and the
consequent disruption to
global energy markets and
supply chains, which has the
potential to drive inflationary
pressures and create wider
market volatility.
Operational
The Company is reliant on a
number of third parties, in
particular the Investment
Manager, for management
and administration services.
Failure of the operational
systems and controls of third
parties could result in an
inability to provide accurate
reporting and monitoring.
The Investment Manager has a documented business
continuity plan, which provides for back-up services in
the event of a system breakdown. The Investment
Manager’s systems are protected against viruses and
other cyber-attacks and appropriate insurances are
maintained. The Board reviews the performance of all
service providers at least annually and the Investment
Manager conducts due diligence on all new service
providers to ensure that third parties have adequate
operational systems in place.
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32
AnnualReport&Accounts 2026
StrategicReport(cont.)
Risk Mitigation Changeduringperiod
No change.
Artificial Intelligence
The rapid development and
adoption of AI technologies is
creating both significant
opportunities and potential
risks for portfolio companies.
Companies that fail to
effectively integrate AI into
their operations may face
competitive disadvantage,
while those whose business
models are exposed to
AI-driven disruption may
experience adverse impacts
on revenues and valuations.
There is also an evolving
regulatory landscape around
AI, including in relation to data
privacy and intellectual
property, which may affect
portfolio companies’
operations and compliance
costs.
The Investment Manager actively monitors AI
developments and their potential impact on portfolio
companies. Through the Beringea Scale-Up
Academy, the Investment Manager engages with
portfolio company leadership teams on the use of AI
in operations and customer service, helping
companies to identify opportunities and manage
associated risks. The Investment Manager considers
AI-related risks and opportunities as part of its
investment due diligence process and ongoing
portfolio monitoring. The Board receives regular
updates on key AI developments and their
implications for the portfolio.
New. The pace of AI
development has accelerated
significantly, making this an
area of increasing focus for
the Board and Investment
Manager.
Cyber security & IT
Outsourcing and the increase
in remote working could give
rise to cyber and data security
risk. Failure in key IT systems
and controls might lead to
business interruption, loss of
data or loss of access to
systems.
The Investment Manager has significant
cybersecurity controls, including two factor
authentication, email protection software, monitored
firewalls and staff regularly receive training in relation
to their cybersecurity obligations. Due diligence is
conducted on service providers including a review of
controls, to reduce the risk of business interruption
due to insufficient cyber security controls of third
parties. The Investment Manager has cyber insurance
to ensure that financial liabilities are mitigated in the
event of a cyber-attack. The Board also has regard to
the evolving use of AI in the context of cyber threats,
as noted in the AI risk below.
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33
AnnualReport&Accounts 2026
Risk Mitigation Changeduringperiod
No change.
No change.Liquidity
The Company invests in
smaller unquoted companies,
which are inherently illiquid as
there is no readily available
market for these shares.
Therefore, these may be
difficult to realise for their fair
market value at short notice.
The Company’s liquidity risk is managed by the
Investment Manager in line with guidance agreed with
the Board and is reviewed by the Board at regular
intervals. The Company always holds sufficient levels
of cash in order to meet expenses and other cash
outflows as required. For these reasons, the Board
believes that the Company’s exposure to liquidity risk
is minimal.
ESG
Failure to comply with current
and future requirements and
recommended practices
could result in reduced
investor attraction which may
affect the level of capital the
Company has available to
meet its investment
objectives.
The Investment Manager has continued its initiatives
focused on driving improved performance across
environmental, social and governance (“ESG”) factors,
both internally and across the portfolio. To evaluate
impact and improvement in its internal operations, the
Investment Manager has developed an ESG
committee responsible for assessing and
strengthening the firm’s approach to sustainability,
diversity and inclusion, and governance. Further
details of these initiatives and the Investment
Manager’s role in Reframe Venture (formerly ESG_VC)
can be found in the ESG Report on pages 21 to 22.
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34
AnnualReport&Accounts 2026
StrategicReport(cont.)
GoingConcern
The Directors have, at the time of approving the financial
statements, a reasonable expectation that the Company has
adequate resources to continue in operational existence for
at least twelve months from the date of signing off these
financial statements. In its assessment of the Company’s
activities as a going concern, the Board has reviewed the
risks to future performance as set out in the Strategic Report
on pages 29 to 33, and considered the potential impacts of
those risks on the Company’s future ability to continue as a
going concern. The Company’s cash resources are currently
healthy, and the portfolio of investments is diverse and not
reliant on any one sector. All significant cash outflows,
including dividends, share buybacks and investments, are
within the Company’s control. Therefore the Board expects
the Company to have sufficient cash resources to withstand
any reasonable stress scenario, for example if the Company
was unable to raise further funds, and believes that it is
appropriate to continue to adopt the going concern basis of
accounting in preparing these financial statements.
ViabilityStatement
The Board has assessed the Company’s prospects over the
three-year period to 28 February 2029. A three-year period
has been considered appropriate as it broadly aligns with the
time frame during which the Investment Manager will be
required to invest 80% of the funds from the most recent
offer for subscription in qualifying investments.
In order to support this statement, the Board has carried out
a robust assessment of the principal and emerging risks
faced by the Company, as detailed above, including those
risks associated with the current economic and geopolitical
landscapes, and considered the availability of mitigating
factors.
The Board considers that the primary risk faced by the
Company is compliance with the VCT rules and although
there are a number of mitigating factors such as a robust
deal identification and diligence process, an experienced
investment team and consultation with the Company’s VCT
status advisers to ensure that investments made comply
with the VCT rules, these factors cannot mitigate the risk that
insufficient qualifying investments are identified to ensure
ongoing compliance with the VCT rules.
Accordingly, the amount required to invest in qualifying
holdings to maintain compliance with the VCT rules was a
major consideration in the Board’s analysis. Together with the
expected liabilities of the Company for the three years to
28 February 2029, the Board considered the forecast cash
requirements against the expected cash position, taking into
account a level of assumed investment realisations and
investment income during the period. The Board has also
considered stress scenarios whereby no proceeds upon the
realisation of investments are received and no further funds
are raised.
Based on the assessment of the above considerations on
the cash flow forecasts and stress scenarios, the Board has
determined that the Company will be able to continue in
operation, maintain compliance with the VCT rules and meet
its liabilities as they fall due for the three years to 28 February
2029.
Section172Statement
Section 172 of the Companies Act 2006 requires the
Directors of the Company to act in a way that they consider,
in good faith, will most likely promote the success of the
Company for the benefit of the members as a whole. In doing
so, the Directors should have regard (amongst other matters)
to:
• the likely consequences of any decision in the long term;
• the interests of the Company’s employees;
• the need to foster the Company’s business relationships
with suppliers, customers and others;
• the impact of the Company’s operations on the
community and the environment;
• the desirability of the Company maintaining a reputation
for high standards of business conduct; and
• the need to act fairly as between members of the
Company.
The Board considers its significant stakeholder groups to be
its Shareholders, its suppliers (including the Investment
Manager to whom most executive functions are delegated)
and its portfolio companies. The Company is an externally
managed investment company with no employees and no
customers in the traditional sense and, therefore, there is
nothing to report in relation to these relationships. The
Company takes a number of steps to understand the views
of its key stakeholders and considers these, along with the
matters set out above, in Board discussions and decision
making.
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35
AnnualReport&Accounts 2026
Shareholders
The Company’s Shareholders are key to the success of the
Company and the Board engages and communicates with
Shareholders by various means. The Company encourages
all Shareholders to attend its annual shareholder event,
which last year was held virtually, allowing the maximum
number of Shareholders to attend. Invitations to this event
will be distributed alongside the publication of the Annual
Report & Accounts. The event has been scheduled for
Tuesday 14 July 2026 from 10:30am to 11:45am.
Shareholders can sign up for the Annual Shareholder Event
at proven.connectid.cloud
. If you have any questions about
the event or if you would like any support with registering,
then please contact Beringea via events@beringea.co.uk
.
The next AGM of the Company will be held at the offices of
Beringea LLP, at Charter House, 55 Drury Lane, London,
WC2B 5SQ at 12.30pm on Tuesday 14 July 2026. Those
intending to attend the AGM are asked to register their
intention by emailing info@beringea.co.uk
in advance of the
meeting. We understand that attendance in person may not
be possible or desirable for all who wish to attend. Therefore,
the Company offers Shareholders the option to follow
proceedings of the meeting via video conference link. Any
Shareholders who wish to follow the meeting remotely,
should email info@beringea.co.uk
for joining instructions.
Please note that Shareholders will not be able to vote or ask
questions at the AGM when joining remotely. Shareholders
are encouraged, even if they are planning to attend the AGM
in person, to exercise their votes by submitting their proxy
electronically via their Investor Centre account at
uk.investorcentre.mpms.mufg.com
and to appoint the Chair
of the AGM as their proxy with their voting instructions.
Shareholders who wish to submit questions in advance of
the AGM may do so via e-mail to info@beringea.co.uk
and
the Board will endeavour to respond to questions raised at
the meeting. For further details, please see the Chair’s
Statement on page6and pages 86 to 87 for the Notice of
Annual General Meeting at the end of this Report.
As a result of the shareholder event, together with other
communications with Shareholders and advisors, the
Company has received useful feedback which allows the
Board to understand the nature of stakeholder concerns
better. The Board works very closely with the Investment
Manager in reviewing how stakeholder issues are handled,
ensuring good governance and responsibility in managing
the Company’s affairs. Ultimately, the Directors’ decisions are
intended to achieve the Company’s principal objective of
long term returns for Shareholders greater than those
available from investing in a portfolio of quoted companies.
The Board recognises the value of the buyback scheme and
approves the level of buyback authority on a quarterly basis
within the maximum authority provided by the Shareholders
annually at the AGM, subject to liquidity. The buyback policy
has been offered to Shareholders throughout the period
under review, providing Shareholders with liquidity should
they wish to sell their shares. Further details can be found in
the Chair’s Statement on page 5 and the Directors' Report at
pages 38 and 39.
The Board also understands the importance of tax-free
dividends to Shareholders, and takes this into consideration
when making the decision to pay dividends to Shareholders.
During the period under review, the Company paid an interim
dividend in respect of the year ended 28 February 2026 of
1.25p per share on 30 January 2026 and is proposing a final
dividend for the year ended 28 February 2026 of 1.3p per
share to be paid on 14 August 2026 to Shareholders on the
register on 17 July 2026. The total tax-free dividends of 2.55p
per share for the year ended 28 February 2026 represents a
cash return to Shareholders of 5.2% on the opening NAV per
share at 1 March 2025 (after deducting the prior year’s final
dividend of 1.5p per share). This cash return is in line with the
target dividend yield of 5% per annum which, although not
guaranteed, when achieved can provide predictable income
returns and create value for Shareholders.
Suppliers
The Company’s suppliers, and in particular Beringea as
Investment Manager, are the cornerstone of the Company’s
business. There is regular contact with the Investment
Manager and members of the Investment Manager’s senior
management team attend all of the Company’s Board
meetings.
PortfolioCompanies
The Investment Manager provides updates to the Board on
the entire portfolio at least quarterly. Furthermore, the
Investment Manager continuously supports the portfolio via a
host of practices, including, but not limited to, having a
representative of the Investment Manager on the boards of
most of our material portfolio companies. The Investment
Manager’s Portfolio Value-Add Initiative has developed
further in recent years, supporting companies in overcoming
barriers to growth and harnessing commercial opportunities.
The initiative is led by Harry ThomasM(Partner and Head of
Portfolio), with support from Vanessa Evanson-Goddard
(Partner and General Counsel) and Henry Philipson (Director
of Marketing and Communications). Together, the team
provides both ad-hoc and structured support on a range of
topics from recruitment to marketing and fundraising.
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36
AnnualReport&Accounts 2026
The Beringea Scale-Up Academy is one of the primary pillars
of the Value-Add Initiative, offering a year-round programme
of events for portfolio leadership teams. In the year ended
28 February 2026, the Academy delivered nine events for the
leadership teams of portfolio companies on topics including
tariffs and trade, use of artificial intelligence in operations and
customer service, and B2B sales.
The Investment Manager’s Portfolio Value-Add Initiative also
offers a range of services to support portfolio companies in
their growth journey. These services include: identifying
existing and potential service providers and negotiating
group discounts; establishing a central database of
information and contacts related to key operational and
strategic concerns for companies; hosting in-person and
online events for sharing knowledge and ideas; building
relationships with external stakeholders, including investors,
customers and suppliers; helping to identify potential
acquisition or exit opportunities; and encouraging companies
to consider and adopt ESG initiatives.
Environmental,Social,HumanRights
PolicyandGreenhouseEmissions
The Board seeks to conduct the Company’s affairs
responsibly and maintain high standards in respect of
ethical, environmental, governance and social issues. The
Board recognises the requirement under section 414C of the
Companies Act 2006 to detail information about social and
community issues, employees and human rights; including
any policies it has in relation to these matters and
effectiveness of these policies.
As an externally managed investment company with no
employees, the Company has no formal policies on these
matters. However, the Company and the Investment
Manager recognise the need for the Company and the
businesses within its portfolio to embrace ESG practices.
The Investment Manager has played a pivotal role in the
leadership of Reframe Venture and its role in managing
standardised frameworks for evaluating ESG within
early-stage companies. A standardised ESG-focused
questionnaire is now part of the annual reporting requested
from members of the ProVen VCTs’ portfolio, it is used as part
of the onboarding of new investments, and it is used to
inform resources and events for the portfolio.
Between 2021 and 2025, the Investment Manager led the
growth of ESG_VC, an industry initiative focused on providing
portfolio companies and their investors with the tools to
measure and improve ESG performance. In January 2025,
ESG_VC merged with VentureESG, a complementary
organisation focused on embedding ESG best practice
within venture capital firms and limited partners. The
Investment Manager continues to play an active role in
leading the combined organisation – now known as Reframe
Venture – in turn providing valuable opportunities for the firm
and the portfolio.
The Investment Manager is also a signatory of the Investing
in Women Code, submitting annual data on the diversity of
companies in the portfolio and investment pipeline.
On a general note, the Board considers that the Company’s
investment operations create employment, aid economic
growth, generate tax revenues and produce wealth, thus
benefiting the community and the economy more generally.
Where appropriate, the investment proposals considered by
the Investment Manager and the Board also include any
relevant information on any social, employee, ethical or
environmental matters relevant to that investment.
As a UK quoted company the Company is required to report
on its Greenhouse Gas (GHG) Emissions for any direct
emissions. However, as the Company outsources all of its
activities and does not have any physical assets, property,
employees or operations, it is not responsible for any direct
emissions. As a result, its total energy emissions are less
than 40,000 kWh and the additional Streamlined Energy and
Carbon Reporting (SECR) disclosures have not been made.
DirectorsandSeniorManagement
The Company had three non-executive Directors at the year
end, two of whom are female and one of whom is male. The
Company has no employees and the same was true of the
previous year.
StrategicReport(cont.)
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37
AnnualReport&Accounts 2026
Directors’Remuneration Policy
It is a requirement under Companies Act 2006 for
Shareholders to approve the Directors’ remuneration policy
every three years, or sooner if the Company wishes to make
changes to the policy. Shareholders last voted on the
remuneration policy on 17 July 2024. No changes are being
proposed to the Directors’ remuneration policy, which was
approved at the AGM of the Company on 17 July 2024 and is
set out on page 49. The following votes were received at that
AGM:
Voting Votesreceived Percentage
Votes for 11,009,121 90.59%
Votes for – discretion 600,549 4.94%
Votes against 542,887 4.47%
Votes received 12,152,557 100.00%
Votes withheld 159,285
FutureProspects
The Company’s future prospects are set out in the Chair’s
Statement and Investment Manager’s Review.
The Directors do not foresee any major changes in the
activity undertaken by the Company in the coming year. The
Company continues with its objective to invest in unquoted
companies throughout the United Kingdom or with a
presence in the United Kingdom, with a view to providing
both capital growth and dividend income to Shareholders
over the long term whilst maintaining VCT qualifying status.
By order of the Board.
BeringeaLLP
Company Secretary of ProVen Growth and Income VCT plc
Company number: 04125326
Charter House
55 Drury Lane
London, WC2B 5SQ
2 June 2026
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AnnualReport&Accounts 2026
ResultsandDividends
£’000
Pence
pershare
Loss on ordinary activities
after tax for the year ended (303) (0.1)p
28 February 2026
Loss on ordinary activities
after tax for the year ended (5,770) (1.9)p
28 February 2025
During the year ended 28 February 2026, the Company paid
a final dividend of 1.5p in relation to the year ended
28 February 2025 on 15 August 2025 and the Company paid
an interim dividend of 1.25p per Ordinary Share in respect of
the year ended 28 February 2026 on 30 January 2026.
The Board is proposing a final dividend of 1.3p per share to
be paid on 14 August 2026 to Shareholders on the register at
17 July 2026.
Directors
The Directors, whose names and biographies are set out on
page 23, who all served throughout the year, with exception
of Malcolm Moss who resigned on 15 July 2025.
The Directors will retire at the forthcoming Annual General
Meeting and, being eligible, offer themselves for re-election.
The Board recommends that Shareholders take into
consideration each Director’s considerable experience in
VCTs and other areas, as shown in their respective
biographies on page 23 together with the performance of the
Company over a number of years.
Each of the Directors has an agreed letter of appointment
which is terminable by three months’ rolling notice on either
side. To the extent permitted under the Companies Act
2006, the Company indemnifies each of the Directors
against all costs, charges, losses, expenses and liabilities
which might arise in the execution of their duties, save for
certain exceptions. Each Director is required to devote such
time to the affairs of the Company as the Board requires.
ShareCapital
The Company has one class of shares: Ordinary Shares of
1.6187p each (“Ordinary Shares”). The total number of
Ordinary Shares in issue at 28 February 2026 was
321,673,772.
During the year, 21,488,816 shares were issued at between
48.7p and 50.45p per share, with an aggregate nominal
value of £348,000 pursuant to the offer for subscription
announced on 6 November 2024. The aggregate
consideration for the shares was £11,227,000 which included
share issue costs of £475,000.
During the year, 3,239,415 shares were issued at 49.2p per
share, with an aggregate nominal value of £52,000 pursuant
to the offer for subscription announced on 17 November
2025. The aggregate consideration for the shares was
£1,645,000 which included share issue costs of £51,000.
Under the terms of the Company’s Dividend Reinvestment
Scheme, the Company allotted: 1,375,307 Ordinary Shares at
48.7p per share to subscribing Shareholders on 15 August
2025 and 1,164,475 Ordinary Shares at 47.75p per share to
subscribing Shareholders on 30 January 2026. The
aggregate consideration for the shares was £1,226,000.
At the 2025 Annual General Meeting, Shareholders
authorised the Company to make market purchases of its
own shares of up to 14.99% of the share capital in issue at
that date and to waive pre-emption rights and issue up to
49,093,803 Ordinary Shares.
During the year, the Company repurchased a further
18,017,231 Ordinary Shares for an aggregate consideration
(excluding costs) of £8,402,000 being an average price of
46.62p per share and which represented 5.8% of the
Directors’
Report
38
178031 PGI Report & Accounts Pt3_178031 PGI Report & Accounts Pt3 02/06/2026 16:53 Page 38
Company’s issued share capital at the start of the year and
which had an aggregate nominal value of £292,000. These
shares were subsequently cancelled. Costs relating to the
share repurchases amounted to £40,000. These shares
were repurchased in accordance with the Company’s
buyback policy in order to provide liquidity to Shareholders.
At the current date, authority remains for the Company to
make market purchases of up to 49,093,803 Ordinary
Shares. A resolution to renew this authority will be put to
Shareholders at the Annual General Meeting taking place on
14 July 2026.
Auditor
The financial year to 28 February 2026 sees the fifteenth
audit completed by BDO LLP. In line with the FRC’s guidance
on audit best practice and its recommendation that
companies should put their audit out to tender every
10 years, the Company completed an audit tender process in
May 2021 which led to the re-appointment of BDO LLP at the
2021 AGM.
A resolution to re-appoint BDO LLP as the Company’s auditor
for the following year will be proposed at the forthcoming
AGM.
AnnualGeneralMeeting
The Annual General Meeting of the Company will be held at
the offices of Beringea LLP, at Charter House, 55 Drury Lane,
London, WC2B 5SQ at 12:30pm on Tuesday 14 July 2026.
Those intending to attend the AGM are asked to register their
intention by emailing info@beringea.co.uk
in advance of the
meeting. We understand that attendance in person may not
be possible or desirable for all who wish to attend. Therefore,
the Company offers Shareholders the option to follow
proceedings of the meeting via video conference link. Any
Shareholders who wish to follow the meeting remotely,
should email info@beringea.co.uk
for joining instructions.
PleasenoteShareholdersattendingremotelywillnotbe
abletovoteorspeakattheAGM.Votesmaybecast
electronicallyat uk.investorcentre.mpms.mufg.com
by
thoseShareholdersthatcannotattend.
Full details of the business to be conducted at the AGM are
given in the Notice of Annual General Meeting on pages 86
to 87 of this Report.
SubstantialInterests
As at 28 February 2026, and at the date of this report, the
Company was not aware of any beneficial interest exceeding
3% of the issued share capital. The same was true of the
prior year.
Directors’Indemnity
Directors’ and Officers’ liability insurance cover is held by the
Company in respect of the Directors.
StatementofDirectors’Responsibilities
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance with
applicable law and regulations. They are also responsible for
ensuring that the Annual Report & Accounts includes
information required by the Listing Rules of the Financial
Conduct Authority.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors have elected to prepare the financial statements in
accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards
and applicable law). Under company law, the Directors must
not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss of the
Company for that period.
In preparing the financial statements, 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 have
been followed, subject to any material departures
disclosed and explained in the financial statements;
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business; and
• prepare a directors’ report, a strategic report and
directors’ remuneration report which comply with the
Companies Act 2006.
The Board considers that the Annual Report & Accounts,
taken as a whole, are fair, balanced and understandable and
that they provide the information necessary for Shareholders
to assess the Company’s position, performance, business
model and strategy.
AnnualReport&Accounts 2026
39
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Directors’Report(cont.)
AnnualReport&Accounts 2026
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions, to disclose with reasonable
accuracy at any time the financial position of the Company
and to enable them to ensure that the financial statements
comply with the requirements of the Companies Act 2006.
The maintenance and integrity of the Company’s website is
the responsibility of the directors. 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.
WebsitePublication
The Directors are responsible for ensuring that the Annual
Report & Accounts are made available on a website. The
Annual Report & Accounts are published on the ProVen
VCTs’ website www.proveninvestments.co.uk
, in accordance
with legislation in the United Kingdom governing the
preparation and dissemination of financial statements, which
may vary from legislation in other jurisdictions. The Directors’
responsibility also extends to the ongoing integrity of the
financial statements contained therein. The maintenance
and integrity of the Company’s website is also the
responsibility of the Directors.
Directors’ResponsibilitiesPursuanttothe
DisclosureandTransparencyRule4
Each of the Directors, whose names are listed on page 23,
confirms that to the best of each person’s knowledge:
• the financial statements, which have been prepared in
accordance with UK Generally Accepted Accounting
Practice, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company; and
• the Directors’ Report, Chair’s Statement, Strategic
Report, Investment Manager’s Review and Review of
Investments include a fair review of the development
and performance of the business and the position of the
Company, together with a description of the principal
risks and uncertainties that it faces.
CorporateGovernance
The Statement of Corporate Governance is set out on
pages 42 to 48 and forms part of this Directors’ Report.
PoliticalDonations
No political donations were made by the Company during the
year ended 28 February 2026 (2025: £nil).
OtherMatters
Information in respect of financial instruments, greenhouse
gas emissions and future developments which were
previously disclosed within the Directors’ Report has been
disclosed within the Strategic Report on page 36 and in the
Independent Auditor's Report.
PostBalanceSheetEvents
Between 28 February 2026 and the date of the Annual
Report & Accounts, the Company issued 13,506,644
Ordinary Shares for an aggregate consideration of
£6.7 million under the combined offer for subscription with
ProVen VCT plc which launched on 17 November 2025.
Share issue costs thereon amounted to £0.3 million.
Since the year end, the Company has made one follow-on
investment. In April 2026, £1.0 million was invested into
MOTH.
The Company has also exited its investment in AccessPay
with proceeds of £2.4 million realised in March 2026,
representing a return on cost of 1.4x, with potential for future
proceeds. AccessPay secured a majority investment from
Accel-KKR. The investment is expected to enable
AccessPay to fuel the next phase of growth and further its
ambition to become a world-class SaaS business driving
innovation in the office of the CFO. The investment also
opens the door for AccessPay to pursue growth via strategic
acquisitions. We’d like to take this opportunity to thank the
AccessPay team for their hard work, we’ve thoroughly
enjoyed working with them and wish them the best in their
next chapter.
Since the year end, the Company completed the winding up
of Dryden Holdings Limited, an investee company which was
wholly owned by the Company but not consolidated.
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StatementastoDisclosureofInformation
totheAuditor
The Directors in office at the date of the Report have
confirmed, as far as they are aware, that there is no relevant
audit information of which the Auditor is unaware. Each of the
Directors has confirmed that they have taken all the steps
that they ought to have taken as Directors in order to make
themselves aware of any relevant audit information and to
establish that it has been communicated to the Auditor. This
confirmation is given and should be interpreted in
accordance with the provisions of section 418 of the
Companies Act 2006.
The Directors’ Report, which has been approved by the
Board, includes all relevant information required to be
disclosed under UK Listing Rule 6.6.1R.
GoingConcern
The Company’s business activities, together with the factors
likely to affect its future development, performance and
position, are set out in the Chair’s Statement on pages 4 to 7,
the Investment Manager’s Review on pages 8 to 11, the
Strategic Report on pages 24 to 37 and the Directors’ Report
on pages 38 to 41. The financial position of the Company, its
cash flows, liquidity position and borrowing facilities are
shown in the Statement of Financial Position on page 66, the
Statement of Cash Flows on page 67 and the Strategic
Report on pages 24 to 37. In addition, notes 15 and 16 to the
financial statements on pages 78 to 82 include the
Company’s objectives, policies and processes for managing
its capital, its financial risk management objectives, details of
its financial instruments, and its exposures to credit risk and
liquidity risk.
The Company has considerable financial resources both at
the year end and at the date of this Report, and holds a
diversified portfolio of investments. As part of the viability
statement, financial projections for a three-year period are
also prepared and subjected to stress testing. As a
consequence, the Directors believe that the Company is well
placed to manage its business risks successfully.
The Directors have a reasonable expectation that the
Company has adequate resources to continue in operational
existence for at least the twelve months from the date of
signing off this Report. Thus, they continue to adopt the
going concern basis of accounting in preparing the annual
financial statements.
By order of the Board.
BeringeaLLP
Company Secretary
Charter House
55 Drury Lane
London, WC2B 5SQ
2 June 2026
AnnualReport&Accounts 2026
41
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StatementofCorporateGovernance
The Statement of Corporate Governance forms part of the
Directors’ Report on pages 38 to 41. The longer term viability
statement on page 34 also forms part of this report.
The Board has considered the principles and provisions of
the AIC Code of Corporate Governance (“AIC Code”).
The AIC Code addresses the principles and provisions set
out in the 2024 UK Corporate Governance Code (the “UK
Code”), as well as setting out additional provisions on issues
that are of specific relevance to investment companies.
The Board considers that reporting against the principles and
provisions of the AIC Code, which has been endorsed by the
Financial Reporting Council, provides more relevant
information to Shareholders. Except as set out below in ‘The
Board’ section, the Company has complied with the
principles and provisions of the AIC Code.
The AIC Code is available on the AIC website
(www.theaic.co.uk
). It includes an explanation of how the AIC
Code adapts the principles and provisions set out in the UK
Code to make them relevant for investment companies.
By reporting against the AIC Code, the Board are meeting
their obligations in relation to the UK Code and associated
disclosure requirements under UK Listing Rule 6.6.6R. The
UK Code includes provisions relating to the role of the chief
executive, executive directors’ remuneration and workforce
which are not relevant to an externally managed investment
company. The Company has therefore not reported further in
respect of these provisions.
The Board acknowledges the requirements of Provision 34 of
the AIC Code for accounting periods beginning on or after
1 January 2026 and is giving careful consideration to its
application during the forthcoming financial year. In doing so,
the Board will assess the implications of the provision for the
Company's governance framework and determine any
appropriate actions to support continued alignment with
evolving best practice and regulatory expectations. The Board
will provide a description of how it has monitored and reviewed
the effectiveness of the framework and a declaration of the
effectiveness of the material controls in the Annual Report and
Financial Statements for the year ending 28 February 2027.
TheBoard
The Company has a Board comprising three non-executive
Directors. The Chair is Marc Vlessing and the Senior
Independent Director is Natasha Christie-Miller. Marc
Vlessing, Natasha Christie-Miller and Anna Kuriakose are
considered to be independent Directors by the Board, and
this independence is considered and challenged annually
through a formal review of independence. Malcolm Moss
stepped down from the Board with effect from 15 July 2025.
Marc Vlessing and Natasha Christie-Miller have each served
on the Board for more than nine years. In accordance with
Provision 13 of the AIC Code, the Board has carried out a
formal review of their independence and, notwithstanding
their length of service, has concluded that both Directors
continue to be independent in character and judgement. In
reaching this conclusion, the Board had regard to the
following factors:
• neither Marc nor Natasha has any financial interest in, or
relationship with, the Investment Manager, Beringea LLP,
beyond their role as non-executive Directors of the
Company. Neither holds any cross-directorship or other
material connection with the Investment Manager or its
principals;
• both Directors have consistently demonstrated a
willingness to provide robust and constructive challenge
to the Investment Manager on investment decisions,
portfolio valuations, fee arrangements and strategic
matters. The Board considers that the quality and
independence of that challenge has not diminished over
time; and
• Marc brings extensive experience in entrepreneurship,
property development and media which is directly
relevant to assessing the Company's portfolio of growth
investments, and his continued presence provides
valuable institutional memory of the Company's
investment history and shareholder base. Natasha
brings deep operational experience in scaling and
selling B2B businesses, which the Board considers of
particular value in assessing the maturity and exit
readiness of portfolio companies.
The Board acknowledges that long tenure is a factor to be
weighed in any assessment of independence and will keep
the composition and succession of the Board under review
through the Nomination Committee to ensure that it
continues to have an appropriate balance of experience,
skills and independence.
Biographical details of all Board members (including the
significant commitments of the Chair) are shown on page 23.
All non-executive Directors have sufficient time to meet their
board responsibilities and no significant additional external
appointments have been taken by any of the non-executive
Directors during the current financial year.
In accordance with Company policy, all Directors will resign at
the forthcoming AGM and, being eligible, offer themselves for
re-election. Following a formal Board evaluation (further
details of which are set out on page 47), each Director
AnnualReport&Accounts 2026
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continues to be effective, providing considerable experience
and continuity to the Company. Each of the Directors
demonstrates commitment to their role, to the Board and the
Company and the Board therefore has no hesitation in
recommending each of the Directors that are standing for re-
election at the forthcoming AGM.
The primary focus of Board meetings is the review of
investment performance and associated matters. Full Board
meetings take place to discuss and approve the quarterly
results of the Company and the Board may meet periodically
to address specific issues including considering
recommendations from the Investment Manager.
The Board has a formal schedule of matters specifically
reserved for its decision which include:
• determination of the Company’s investment objective
and policy;
• determination and approval of appropriate dividend
payments;
• approval of new share issues and share buybacks;
• regular review of the group’s overall corporate
governance arrangements; and
• regular review of the performance of the Company’s
Investment Manager.
The Board also provides oversight of the Company’s strategy.
The Investment Manager regularly consults with the Board
on potential new investments as well as preparing detailed
reports to the Board covering advanced investment
prospects and the performance of individual portfolio
companies which are considered by the Board on a quarterly
basis. When considering business strategy, the Board also
considers other matters such as the interests of its various
stakeholders and the long-term impact of its actions on the
Company’s future and reputation.
Risks and opportunities to the future success of the
Company’s business model are considered and addressed
at each Board meeting. In the year ended 28 February 2026,
the Board continued to help broaden its investor base by
offering its latest fundraising on a crowdfunding platform. The
Board considers the Company’s current business model to
be sustainable. It notes the considerable financial resources
held at the year end and a diversified portfolio of investments
that continues to broaden.
TheChair
The Chair leads the Board in the determination of its strategy
and in the achievement of its objectives. The Chair is
responsible for organising the business of the Board,
ensuring its effectiveness and setting its agenda, and has no
involvement in the day-to-day business of the Company or
any other relationships that may create a conflict of interest
between the Chair’s interest and those of the Shareholders.
The Board does not have a policy of limiting the tenure of any
Director, including the Chair, as the Board does not consider
that a Director’s length of service reduces his or her ability to
act independently of the Investment Manager.
The Senior Independent Director is available to Shareholders
if they have a concern that contact through the normal
channels of the Chair and/or other Directors have failed to
resolve or where such contact would be inappropriate. The
Senior Independent Director also provides a sounding board
for the Chair and serves as an intermediary to other non-
executive directors where necessary as well as reviewing
and appraising the Chair’s performance on at least an annual
basis.
Whilst the Company does not have a workforce, the Board
assesses and monitors its own behaviour to ensure it
promotes a culture of openness and debate. The Board is
also very conscious of promoting its culture in its
engagement with the wider stakeholders of the Company.
The Board works closely with the Investment Manager in
reviewing how stakeholder issues are handled, ensuring
good governance and responsibility in managing the
Company’s affairs.
Directors review the disclosure of conflicts of interest
regularly, with any changes reviewed and noted at the
beginning of each Board meeting. Procedures to disclose
and authorise conflicts of interest have been adhered to
throughout the year. The Board has also established
procedures whereby Directors wishing to do so in the
furtherance of their duties may take independent
professional advice at the Company’s expense.
All Directors have access to the advice and services of the
Company Secretary. The Company Secretary provides the
Board with full information on the Company’s assets and
liabilities and other relevant information requested by the
Chair, in advance of each Board meeting as well as advising
on corporate governance related matters. Should any
Director have concerns about the operation of the Board or
Company that cannot be resolved by the Board, they can
raise such concerns with the Company Secretary or with
independent professional advisers. Any such concerns
would be recorded in Board minutes of the Company and in
the case of a resigning non-executive Director, the Director
would be asked to make a written statement to the Chair, for
circulation to the Board.
AnnualReport&Accounts 2026
43
178031 PGI Report & Accounts Pt3_178031 PGI Report & Accounts Pt3 02/06/2026 16:53 Page 43
StatementofCorporateGovernance(cont.)
AuditCommittee Remuneration Nomination
BoardMeetings Meetings CommitteeMeetings CommitteeMeetings
Director held attended held attended held attended held attended
Marc Vlessing 44221111
Natasha Christie-
Miller
44221111
Malcolm Moss
*
22n/a n/a n/a n/a n/a n/a
Anna Kuriakose 44221111
AnnualReport&Accounts 2026
AuditCommittee
The Company has an Audit Committee currently comprising of
Natasha Christie-Miller, as Chair, Anna Kuriakose and Marc
Vlessing (who sits on the Audit Committee despite being Chair
of the Board because he brings valuable experience from
leading his own business). Natasha has held external
executive roles that involve financial planning, managing
operational expenditure and analysing return on investment,
and therefore brings considerable relevant experience to her
role as Audit Committee Chair.
The Audit Committee has defined terms of reference and
duties and is responsible for:
• monitoring the Company’s financial reporting;
• advising the Board on whether the Annual Report &
Accounts, taken as a whole, is fair, balanced and
understandable;
• advising the Board on whether the Annual Report &
Accounts provides the information necessary for
Shareholders to assess the Company’s position and
performance, business model and strategy;
• following the FRC’s Audit Committees and the External
Audit: Minimum Standard;
• reviewing internal controls and risk management
systems; and
• reporting to the Board how it has discharged its
responsibilities.
The Directors’ Responsibilities Statement for preparing the
accounts is set out in the Directors’ Report on pages 39 to 40,
and a statement by the Auditor about their reporting
responsibilities is set out in the Independent Auditor’s Report
on pages 53 to 61.
The Audit Committee has considered the Annual Report &
Accounts for the year ended 28 February 2026 and has
reported to the Board that it considers them to be fair,
balanced and understandable providing the information
necessary for Shareholders to assess the Company’s position
and performance, business model and strategy.
The key areas considered by the Audit Committee to be
principal risks in relation to the business activities and financial
statements of the Company are set out in the following table,
together with how these risks were addressed. A detailed
analysis of the other risks and uncertainties facing the
business is set out in the Strategic Report on pages 29 to 33.
44
ShareCapital
The rights and obligations attaching to the Company’s shares,
including the power of the Company to buy back shares and
details of any significant Shareholders, are set out in the
Chair’s Statement on page 5 and the Directors’ Report on
pages 38 to 39.
BoardandCommitteeMeetings
The following table sets out the Directors’ attendance at full
Board and Committee meetings held during the year ended
28 February 2026.
*
Malcolm Moss resigned from the Board on 15 July 2025.
178031 PGI Report & Accounts Pt3_178031 PGI Report & Accounts Pt3 02/06/2026 16:53 Page 44
AnnualReport&Accounts 2026
45
Principalrisks Mitigation
Valuation of unquoted investments. The unquoted investment valuations are prepared by the Investment Manager and
agreed by the Board on a quarterly basis although new valuations may be prepared
and agreed as required in the event of a material movement in the valuations.
No material issues were identified for the year ended 28 February 2026.
VCT qualification monitoring reports are prepared by the Administration Manager
and approved by the Board on a quarterly basis. Twice a year the Company’s VCT
status adviser reports to the Audit Committee in relation to compliance with the VCT
legislation. The report for the year ended 28 February 2026 showed compliance
with all aspects of the VCT regulations as summarised on page 26. The Investment
Manager regularly liaises with the Company’s VCT status adviser in relation to VCT
qualification on individual investments and addresses any recommended actions to
ensure compliance.
No material issues were identified for the year ended 28 February 2026.
Compliance with HM Revenue &
Customs conditions for approval as
a Venture Capital Trust and the
consequent preservation and/or
availability of tax reliefs for
Shareholders.
These areas are discussed between the Audit Committee,
Board and the Investment Manager during the year and at
the regular Board meetings in order that any potential issues
are identified and addressed on a timely basis. The Audit
Committee and/or Investment Manager will engage outside
professional support where this is deemed desirable and in
the interests of Shareholders.
The Audit Committee reviews the performance and
continued suitability of the Company’s auditor. In advance of
each audit, BDO LLP provides an audit strategy plan for
consideration by the Committee, including confirmation of
BDO’s compliance with the Ethical Standards of the Financial
Reporting Council and of the audit and non-audit fees
chargeable to the Company. BDO liaises directly with the
Investment Manager during the audit process and attends
the Audit Committee meeting at which the Annual Report &
Accounts is considered. BDO provides a detailed Audit
Committee Report outlining their audit process and setting
out their findings. The Audit Committee and Investment
Manager are able to assess the quality of BDO’s work and of
BDO’s understanding of the business. Based on these
procedures, the Audit Committee has obtained sufficient
assurance as to BDO’s independence and performance and
it therefore recommends to Shareholders that BDO be
re-appointed as Auditor for the forthcoming year. Audit fees
are disclosed in Note 4, on page 72.
The Audit Committee safeguards the objectivity and
independence of the Auditor by reviewing the nature and
extent of non-audit services supplied by the external Auditor
of the Company, seeking to balance objectivity and value for
money, and pre-approves all non-audit work.
The Audit Committee has considered the need for an internal
audit function. Given the size and nature of the Company and
its relationship with key service providers, the Audit
Committee has recommended to the Board that the
oversight of the Audit Committee, together with the
processes in place, are sufficiently robust and that no internal
audit function is required.
The Audit Committee terms of reference are available from
www.proveninvestments.co.uk
.
RemunerationCommittee
The Board has appointed a Remuneration Committee
comprising all independent Directors and chaired by Anna
Kuriakose. All Directors form part of this Committee as the
Board of Directors is small in size. The Remuneration
Committee determines and agrees with the Board the
framework or broad policy for the remuneration of the
Company’s non-executive Directors and reviews the ongoing
appropriateness and relevance of the remuneration policy.
The Committee generally meets once a year and at other
times as required and has specific terms of reference in
order to fulfil its duties in respect of matters relating to
remuneration. The Remuneration Committee terms of
reference are available from www.proveninvestments.co.uk
.
NominationCommittee
The Board has appointed a Nomination Committee
comprising all independent Directors and chaired by Marc
Vlessing. All Directors form part of this Committee as the
Board of Directors is small in size. The Nomination
Committee’s primary function is to make recommendations
to the Board on all new appointments and also to advise
178031 PGI Report & Accounts Pt3_178031 PGI Report & Accounts Pt3 02/06/2026 16:53 Page 45
generally on issues relating to the Board composition and
balance.
In particular, the Nomination Committee:
• regularly reviews the structure, size and composition
(including the skills, knowledge, experience and
diversity) required of the Board compared to its current
position and makes recommendations to the Board with
regard to any changes;
• gives full consideration to succession planning for
Directors in the course of its work, taking into account
the challenges and opportunities facing the Company,
and what skills and expertise are therefore needed on
the Board in the future;
• is responsible for identifying and nominating for the
approval of the Board, candidates to fill board vacancies
as and when they arise;
• before any appointment is made by the Board, evaluates
the balance of skills, knowledge and experience on the
Board, and, in light of this evaluation prepares a
description of the role and capabilities required for a
particular appointment. In identifying suitable candidates
the Nomination Committee:
– uses open advertising or the services of external
advisers to facilitate the search;
– considers candidates from a wide range of
backgrounds;
– considers candidates on merit and against objective
criteria, and with due regard for the benefits of diversity,
inclusion and equal opportunity on the board, taking
care that appointees have enough time available to
devote to the position, and ensuring the process
protects against discrimination in respect of protected
characteristics within the meaning of the Equality Act
2010; and
• ensures that on appointment to the Board, non-
executive directors receive a formal letter of
appointment setting out clearly what is expected of
them in terms of time commitment, committee service
and involvement outside board meetings.
The Nomination Committee meets as and when appropriate.
The Nomination Committee terms of reference are available
from www.proveninvestments.co.uk
.
Diversity
When considering a new appointment to the Board, the
Nomination Committee’s responsibility is to ensure that
Shareholders are safeguarded by appointing the most
appropriate person for the position (irrespective of gender or
ethnicity) giving due regard to past and present experience in
the sectors in which the Company invests. The Company
therefore does not have a specific diversity policy in place.
However, the Nomination Committee regularly reviews the
composition of the Board, including diversity and, when
considering new candidates, will take due regard to the
benefits of diversity on the Board.
In 2022, the FCA introduced new rules requiring listed
companies to report information and disclose against targets
on the representation of women and ethnic minorities on
their boards as set out in UK Listing Rule 6.6.6 R(9). These
requirements are as follows:
(i) at least 40% of the individuals on the Board of Directors
are women;
(ii) at least one of the senior positions on the Board of
Directors is held by a woman; and
(iii) at least one individual on the Board of Directors is from a
minority ethnic background.
StatementofCorporateGovernance(cont.)
AnnualReport&Accounts 2026
46
LIMITLESS TRAVEL
178031 PGI Report & Accounts Pt3_178031 PGI Report & Accounts Pt3 02/06/2026 16:53 Page 46
The Directors self-reported their gender identities and ethnic
backgrounds as part of the formal board evaluation process
in May 2026, the results of which are shown in the table
below:
Numberof Percentage
Board ofthe
Asat28February2026 Members Board
GenderIdentity
Male 1 33%
Female 267%
Non-binary ––
Not specified/prefer not to
say/other ––
EthnicBackground
White 267%
Mixed/Multiple ethnic groups ––
Asian/Asian British 1 33%
Black/African/Caribbean/
Black British ––
Other ethnic group ––
Natasha Christie-Miller is the Senior Independent director
and therefore, the Board notes that all three targets are
currently met.
Anti-BriberyPolicy
The Company operates an anti-bribery policy to ensure that it
meets its responsibilities arising from the Bribery Act 2010.
This policy can be found at www.proveninvestments.co.uk
.
BoardPerformanceEvaluation
An evaluation of the performance of the Board, each of its
committees and of the non-executive Directors was
conducted in May 2026 using a series of questionnaires. A
broad range of standard topics was covered including the
programme of regular Board or Committee business, Board
behaviours, culture and strategy. The evaluation will be
updated each year to assess the approach to risk, Board
training and the Directors’ ability to provide effective
challenge.
Representatives of the Company Secretary were well placed
to prepare an updated evaluation that i) was relevant and
appropriate to the Company, ii) was understandable and iii)
ensured a full and frank discussion around any concerns
raised.
The Chair has reviewed the results of the questionnaire and
followed up relevant matters with each Director. The outcome
of the 2026 Board review has confirmed that the Directors
consider the Board to have a good balance of skills and to be
working well. The Board does not undergo an externally
facilitated board evaluation, but will consider the merits of
such a review on an annual basis.
InvestmentManagerandThird-Party
Performance
The Board conducts a review of the terms and performance
of all service providers, including the Investment Manager
and Administration Manager on at least an annual basis. The
2026 review did not raise any concerns and the performance
of all third party service providers was considered
satisfactory. The Board also reviews the terms of the
investment management agreement with the Investment
Manager immediately before an offer is launched. The
investment management agreement sets out the duties and
responsibilities of the Investment Manager.
RelationswithShareholders
Shareholders have the opportunity to meet the Board at the
Annual General Meeting. The Board is also happy to respond
to any written queries made by Shareholders during the
course of the year, or to meet with major Shareholders if so
requested. A shareholder event for the ProVen VCTs is also
AnnualReport&Accounts 2026
47
178031 PGI Report & Accounts Pt3_178031 PGI Report & Accounts Pt3 02/06/2026 16:53 Page 47
48
AnnualReport&Accounts 2026
held each year and Shareholders were invited to attend a
virtual version of this in July 2025.
Separate resolutions are proposed at the Annual General
Meeting on each substantially separate issue. The proxy
votes are collated and the results (together with the proxy
forms) are forwarded to the Company Secretary immediately
prior to the Annual General Meeting. In order to comply with
the UK Corporate Governance Code, proxy votes are
announced at the Annual General Meeting, except in the
event of a poll being called. The notice of the next Annual
General Meeting can be found at the end of the Annual
Report & Accounts.
ArticlesofAssociation
The Company may amend its Articles of Association by
special resolution in accordance with section 21 of the
Companies Act 2006.
RiskManagementandInternalControl
The Board has adopted an Internal Control Manual (the
“Manual”) for which they are responsible, which has been
compiled to comply with the UK Corporate Governance Code
and the AIC Code of Corporate Governance. The Manual is
designed to provide reasonable, but not absolute, assurance
against material misstatement or loss, which it achieves by
detailing the perceived risks and controls in place to mitigate
them. The Board reviews the perceived risks in line with
relevant guidance on an annual basis and implements
additional controls as appropriate. The Board reviews a Risk
Register on at least an annual basis. The main aspects of
internal control in relation to financial reporting by the Board
are as follows:
• review of quarterly reports from the Investment Manager
on the portfolio of investments held, including additions
and disposals;
• quarterly reviews by the Board of the Company’s
investments, other assets and liabilities, and revenue
and expenditure and detailed review of unquoted
investment valuations;
• quarterly reviews by the Board of compliance with the
venture capital trust regulations to retain status,
including a review of half yearly reports from Philip Hare
& Associates LLP;
• a separate review of the Annual Report & Accounts and
Half Yearly report by the Audit Committee prior to Board
approval; and
• a review by the Board of all financial announcements
prior to release.
The Board is responsible for ensuring that the procedures to
be followed by the advisers and themselves are in place, and
for monitoring the systems of risk management and internal
control. It also reviews the effectiveness of the Manual,
based on the report from the Audit Committee, on an annual
basis to ensure that the controls remain relevant and were in
operation throughout the year.
Although the Board is ultimately responsible for safeguarding
the assets of the Company, the Board has delegated,
through written agreements, the day-to-day operation of the
Company to external advisers, including Beringea LLP as the
Investment Manager and the Administration Manager.
The Board is satisfied that the risk management and internal
control systems are effective and has identified no significant
problems that warrant disclosure in the Annual Report &
Accounts.
The Board has also commenced a structured review of the
Company’s risk management and internal controls
framework in light of the new Provision 34 of the AIC Code,
which applies to accounting periods beginning on or after
1 January 2026. Provision 34 extends the existing
requirements by requiring the Board to include in the Annual
Report a formal description of how it has monitored and
reviewed the effectiveness of the framework, together with a
declaration of the effectiveness of material controls, and
disclosure of any material weaknesses identified, and actions
taken to address them.
The Company’s next accounting period commences on
1 March 2026 and will therefore be the first period subject to
this requirement. The Board will provide the required
description and declaration in the Annual Report and
Financial Statements for the year ending 28 February 2027.
By order of the Board.
BeringeaLLP
Company Secretary
Charter House
55 Drury Lane
London, WC2B 5SQ
2 June 2026
StatementofCorporateGovernance(cont.)
178031 PGI Report & Accounts Pt3_178031 PGI Report & Accounts Pt3 02/06/2026 16:53 Page 48
49
AnnualReport&Accounts 2026
Directors’
Remuneration
Report
AnnualStatementbytheChairofthe
RemunerationCommittee
The Remuneration Committee comprises all independent
members of the Board and is chaired by Anna Kuriakose. No
increases in the Directors’ remuneration were made during
the period under review, with the last increase having taken
effect in March 2023. Following a benchmarking review of
comparable companies, an increase in Directors’
remuneration in accordance with the current remuneration
policy was recommended for the forthcoming year, effective
from 1 March 2026.
Directors’RemunerationPolicy
Shareholders must vote on the Directors’ remuneration
policy every three years or sooner if the Company wishes to
make changes to the policy. Shareholders last voted on the
remuneration policy on 17 July 2024. No changes to the
Directors’ remuneration policy are proposed.
The Company’s policy on Directors’ remuneration is to seek
to remunerate board members at a level appropriate for the
time commitment and high level of responsibility borne by
the non-executive Directors and should be broadly
comparable with that paid by similar companies.
Non-executive Directors will not be entitled to any
performance-related pay or incentive (other than Malcolm
Moss who resigned 15 July 2025 by virtue of also being a
partner of the Investment Manager).
Directors’ remuneration is also subject to the Company’s
Articles of Association as follows:
• the Directors shall be paid out of the funds of the
Company by way of fees for their services, an aggregate
sum not exceeding £200,000 per annum. The Directors
shall also receive by way of additional fees such further
sums (if any) as the Company in General Meeting may
from time to time determine. Such fees and additional
fees shall be divided among the Directors in such
proportion and manner as they may determine and in
default of determination, equally; and
• the Directors shall be entitled to be repaid all reasonable
travel, hotel and other expenses incurred by them
respectively in the performance of their duties as
Directors including any expenses incurred in attending
meetings of the Board or of Committees of the Board or
General Meetings and if, in the opinion of the Directors, it
is desirable that any of their number should make any
special journeys or perform any special services on
behalf of the Company or its business, such Director or
Directors may be paid reasonable additional
remuneration and expenses as the Directors may from
time to time determine.
The Company’s policy in respect of loss of office payments is
to consider each situation as it arises on its own merits.
StatementofVotingatAnnualGeneral
Meeting
The Board usually receives feedback from Shareholders from
time to time via direct correspondence, telephone calls, at
the Annual General Meeting and at the Shareholder
presentation held each year. The Remuneration Committee
will take account of any comments in respect of the
remuneration policy when it undertakes its regular review of
the Company’s policy.
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50
AnnualReport&Accounts 2026
Directors’RemunerationReport(cont.)
Shareholders’ views in respect of Directors’ remuneration are
communicated at the Company’s Annual General Meeting
and are taken into account in formulating the Directors’
remuneration policy. At the last Annual General Meeting held
on 15 July 2025, the following votes were received in respect
of the resolution approving the Directors’ Remuneration
Report:
Voting Votesreceived Percentage
Votes for 8,750,646 88.44%
Votes for – discretion 603,069 6.09%
Votes against 541,068 5.47%
Votes received 9,894,783 100.00%
Votes withheld 169,140
AgreementsforService
Each of the Directors has an agreed letter of appointment
(which is available for inspection at the Company’s registered
office) whereby he or she is required to devote such time to
the affairs of the Company as the Board reasonably requires
consistent with his or her role as a non-executive Director.
A three month rolling notice applies.
AnnualReportonRemuneration
The Board and Remuneration Committee have prepared this
report in accordance with the requirements of the
Companies Act 2006. A resolution to approve this report will
be put to the members at the Annual General Meeting to be
held on 14 July 2026.
Directors’Remuneration
The Directors’ Remuneration Policy is set out on page 37 and
forms part of this Directors’ Remuneration Report.
Directors’Remuneration(Audited)
Directors’ fees for the year under review were as follows:
Yearended Yearended
28Feb2026 28Feb2025
££
Marc Vlessing (Chair) 43,000 43,000
Natasha Christie-Miller 37,000 37,000
Anna Kuriakose 35,000 35,000
Malcolm Moss
1
––
115,000 115,000
1
Malcolm Moss resigned as Director on 15 July 2025.
No other emoluments or pension contributions were paid by
the Company to, or on behalf of, any Director. The Company
does not have any share options in place.
Directors’RemunerationfortheYearto
28February2027
The remuneration levels for the forthcoming year are
expected to be at the following rates:
ExpectedAnnualExpense£
Marc Vlessing (Chair) 44,000
Natasha Christie-Miller 38,000
Anna Kuriakose 36,000
118,000
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51
AnnualReport&Accounts 2026
ChangestoDirectors’remunerationoverfiveyears
Yearended Yearended
28Feb2026 28Feb2021 Annual
Role (£) (£) OverallChange AverageChange
Marc Vlessing 43,000 37,500 14.7% 2.9%
Natasha Christie-Miller 37,000 30,000 23.3% 4.7%
Anna Kuriakose 35,000 30,000 16.7% 3.3%
James Stewart
1
– 13,000 (100.0)% (20.0)%
Malcolm Moss
2
– 15,000 (100.0)% (20.0)%
Total 115,000 125,500 (8.4)% (1.7)%
1
James Stewart resigned as Director on 10 August 2020.
2.
Malcolm Moss resigned as Director on 15 July 2025.
AnnualChangeinDirectors’remuneration
Role 2026 2025 2024 2023
Marc Vlessing 0.0% 0.0% 7.5% 0.0%
Natasha Christie-Miller 0.0% 0.0% 8.8% 0.0%
Anna Kuriakose 0.0% 0.0% 9.4% 0.0%
James Stewart
1
n/a n/a n/a n/a
Malcolm Moss
2
0.0% (100.0)% (33.3)% 0.0%
1
James Stewart resigned as Director on 10 August 2020.
2
Malcolm Moss resigned as Director on 15 July 2025.
Directors’Shareholdings(Audited)
The Directors of the Company during the year and their
beneficial interests in the issued Ordinary Shares of the
Company at 28 February 2026 and 28 February 2025 were as
follows:
Director 28Feb2026 28Feb2025
Marc Vlessing (Chair) 141,590 231,790
Natasha Christie-Miller 164,592 116,954
Malcolm Moss
1
– 307,233
Anna Kuriakose 103,569 69,653
1
Malcolm Moss resigned as Director on 15 July 2025.
On 19 December 2025, Natasha Christie-Miller and Anna
Kuriakose were allotted 39,837 and 29,878 Ordinary Shares
respectively under the combined offer for subscription dated
17 November 2025.
Under the terms of Company's Dividend Reinvestment
Scheme, Natasha Christie-Miller and Anna Kuriakose were
allotted 3,602 and 1,396 Ordinary Shares respectively on
15 August 2025, and 4,199 and 2,642 Ordinary Shares
respectively on 30 January 2026.
In addition, Marc Vlessing sold 90,200 shares as part of a
buyback on 20 June 2025.
There were no other movements in Directors' holdings since
the year end.
The Company has not set out any formal shareholding
guidelines for Directors.
InsuranceCover
Directors’ and Officers’ liability insurance cover is held by the
Company in respect of the Directors.
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52
AnnualReport&Accounts 2026
Directors’RemunerationReport(cont.)
RelativeImportanceofSpendonPay
The difference in actual spend between 28 February 2025 and 28 February 2026 on remuneration for all Directors in comparison
to distributions (dividends and share buy backs) and other significant spending are set out in the tabular graph below:
PerformanceGraph
Dividends and share buy backs
Relative Spend on Pay (£’000)
28 February 2026
28 February 2025
Directors’ pay Investment management fees
and performance incentive fees
0
4,000
8,000
12,000
16,000
20,000
17,354
16,925
115
115
3,170
3,312
Feb-16
Feb-17
Feb-21
Feb-20
Feb-18
Feb-19
Feb-22
Feb-23
Feb-24
Feb-25
Feb-26
VCT
Share Price
Total Return
(Morningstar)
ProVen Growth
and Income VCT
NAV Total
Return
ProVen Growth
and Income VCT
Share Price
Total Return
70.0
90.0
110.0
130.0
150.0
170.0
190.0
210.0
The chart above represents the Company’s Ordinary Share
performance over the reporting periods since 28 February
2016 and compares the Net Asset Value Total Return and the
Share Price Total Return to the rebased VCT Share Price Total
Return Index (source: Morningstar). Net Asset Value Total
Return is calculated as Net Asset Value plus dividends
and/or capital distributions reinvested in the share class at
the Net Asset Value prevailing at the date the
dividends/distributions were paid. Share Price Total Return is
calculated in a similar way, but reinvesting dividends at the
mid-market share price at the date dividends are paid. The
VCT Generalist Share Price Total Return is considered to be a
benchmark for the Company. The series has been rebased to
100 as at 28 February 2016.
By order of the Board.
BeringeaLLP
Company Secretary
Charter House
55 Drury Lane
London, WC2B 5SQ
2 June 2026
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53
Independent
Auditor’s Report
To the members of ProVen Growth and Income
VCT plc
Annual Report & Accounts 2026
Report on the audit of the financial
statements
Opinion
In our opinion the financial statements:
• give a true and fair view of the state of the Company’s
affairs as at 28EFebruary 2026 and of its loss and cash
flows for the year then ended;
• have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
• have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements of ProVen Growth
and Income VCT plc (the ‘Company’) for the year ended
28EFebruary 2026 which comprise of the Income Statement,
Statement of Changes in Equity, Statement of Financial
Position, Statement of Cash Flows, and Notes 1 to 19 to the
Accounts, including a summary of significant accounting
policies. The financial reporting framework that has been
applied in their preparation is applicable law and United
Kingdom Accounting Standards, including Financial
Reporting Standard 102 The Financial Reporting Standard
applicable in the UK and Republic of Ireland (United Kingdom
Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described
in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We remain independent of the Company in accordance with
the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance
with these requirements. The non-audit services prohibited
by the FRC’s Ethical Standard were not provided to the
Company and we remain independent of the Company in
conducting our audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the Directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the
Company’s ability to continue to adopt the going concern
basis of accounting included:
• Obtaining the VCT compliance reports prepared by
management’s expert during the year and as at year end
and reviewing the calculations therein to check that the
Company was meeting its requirements to retain VCT
status;
• Consideration of the Company’s expected future
compliance with VCT legislation, the absence of bank
debt, contingencies and commitments and any market
or reputational risks;
• Reviewing the forecasted cash flows that support the
Directors’ assessment of going concern, challenging
assumptions and judgements made in the forecasts,
and assessing them for reasonableness. In particular,
we considered the available cash resources relative to
the forecast expenditure which was assessed against
the prior year for reasonableness; and
178031 PGI Report & Accounts Pt4_178031 PGI Report & Accounts Pt4 02/06/2026 16:59 Page 53
• Reviewing the disclosures in the financial statements
relating to going concern to assess whether they are
consistent with the Company’s circumstances.
Based on the work we have performed, we have not
identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast
significant doubt on the Company’s ability to continue as a
going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
However, because not all future events or conditions can be
predicted, this statement is not a guarantee as to the
Company’s ability to continue as a going concern.
In relation to the Company’s reporting on how it has applied
the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the
Directors’ statement in the financial statements about
whether the Directors considered it appropriate to adopt the
going concern basis of accounting in preparing the financial
statements.
Our responsibilities and the responsibilities of the Directors
with respect to going concern are described in the relevant
sections of this report.
Overview
Key audit
Valuation of unquoted investments
matters
2026 3
2025 3
Materiality
Company financial statements as a whole
£3.1m (2025: £3.1m) based on 2% (2025:
2%) of net assets
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the
Company and its environment, including the Company’s
system of internal control, and assessing the risks of material
misstatement in the financial statements. We also
addressed the risk of management override of internal
controls, including assessing whether there was evidence of
bias by the Directors that may have represented a risk of
material misstatement.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
financial statements of the current period and include the
most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified, including
those which had the greatest effect on: the overall audit
strategy, the allocation of resources in the audit, and directing
the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
54
Independent Auditor’s Report (cont.)
Annual Report & Accounts 2026
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55
Key audit matter How the scope of our audit responded to the
risk
Valuation of unquoted
investments
Notes 1 and 9
We consider the valuation of
investments to be the most significant
audit area as there is a high level of
estimation uncertainty involved in
determining the unquoted investment
valuations.
There is also an inherent risk of
management override arising from the
unquoted investment valuations being
prepared by the Investment Manager,
who is remunerated based on net asset
value of the company.
For these reasons we considered the
valuation of unquoted investments to be
a key audit matter.
We evaluated the design and implementation of
the most appropriate controls.
Our sample for the testing of unquoted
investments was stratified according to risk
considering, inter alia, the value of individual
investments, the nature of the investment, the
extent of the fair value movement and the
subjectivity of the valuation technique.
For all Investments in our sample we:
Challenged whether the valuation methodology
was appropriate in the circumstances under the
International Private Equity and Venture Capital
Valuation (“IPEV”) Guidelines and the applicable
accounting standards. We have recalculated the
value attributable to the Company, having regard to
the application of enterprise value across the
capital structures of the investee companies.
For investments sampled that were valued using
less subjective valuation techniques (cost and
price of recent investment reviewed for changes in
fair value) we:
• Verified the cost or price of recent investment
to supporting documentation;
• Considered whether the investment was an
arm’s length transaction through reviewing the
parties involved in the transaction and checking
whether or not they were already investors of
the investee Company;
• Considered whether there were any indications
that the cost or price of recent investment was
no longer representative of fair value
considering, inter alia, the current performance
of the investee company and the milestones
and assumptions set out in the investment
proposal; and
• Considered whether the price of recent
investment is supported by alternative
valuation techniques.
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Independent Auditor’s Report (cont.)
56
Annual Report & Accounts 2026
56
Key audit matter How the scope of our audit responded to the
risk
For investments sampled that were valued using
more subjective techniques (earnings multiples,
revenue multiples and discounted cash flow
forecasts) we:
• Challenged and corroborated the inputs to the
valuation with reference to management
information of investee companies, market
data and our own understanding and assessed
the impact of the estimation uncertainty
concerning these assumptions and the
disclosure of these uncertainties in the
financial statements;
• Reviewed the historical financial statements
and any recent management information
available to support assumptions about
maintainable revenues, earnings or cash flows
used in the valuations;
• Considered the revenue or earnings multiples
applied and the discounts applied by reference
to observable listed company market data; and
• Challenged the consistency and
appropriateness of adjustments made to such
market data in establishing the revenue, cash
flow or earnings multiple applied in arriving at
the valuations adopted by considering the
individual performance of investee companies
against plan and relative to the peer group, the
market and sector in which the investee
company operates and other factors as
appropriate.
Where appropriate, we performed a sensitivity
analysis by developing our own point estimate
where we considered that alternative input
assumptions could reasonably have been applied
and we considered the overall impact of such
sensitivities on the portfolio of investments in
determining whether the valuations as a whole are
reasonable and free from bias.
Key observations
Based on the procedures performed we consider
the investment valuations to be appropriate
considering the level of estimation uncertainty.
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57
Annual Report & Accounts 2026
Company financial statements
2026 £m 2025 £m
Materiality £3.1m £3.1m
Basis for determining
materiality
2% of net assets 2% of net assets
Rationale for the benchmark
applied
In setting materiality, we have had regard to the nature and disposition of the investment
portfolio. Given that the VCT’s portfolio is comprised of unquoted investments which would
typically have a wider spread of reasonable alternative possible valuations, we have applied a
percentage of 2% (2025: 2%) of net assets.
Performance materiality £2.3m £2.4m
Basis for determining
performance materiality
75% of materiality
Rationale for the percentage
applied for performance
materiality
The level of performance materiality applied was set after having considered a number of
factors including the expected total value of known and likely misstatements and the level of
transactions in the year.
Our application of materiality
We apply the concept of materiality both in planning and
performing our audit, and in evaluating the effect of
misstatements. We consider materiality to be the magnitude
by which misstatements, including omissions, could
influence the economic decisions of reasonable users that
are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability
that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the
extent of testing needed. Importantly, misstatements below
these levels will not necessarily be evaluated as immaterial
as we also take account of the nature of identified
misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial
statements as a whole.
Based on our professional judgement, we determined
materiality for the financial statements as a whole and
performance materiality as follows:
Reporting threshold
We agreed with the Audit Committee that we would report to
them all individual audit differences in excess of £152,000
(2025: £156,000). We also agreed to report differences
below this threshold that, in our view, warranted reporting on
qualitative grounds.
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58
Annual Report & Accounts 2026
Independent Auditor’s Report (cont.)
Other information
The Directors are responsible for the other information. The
other information comprises the information included in the
‘Annual Report & Accounts’ other than the financial
statements and our auditor’s report thereon. Our opinion on
the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion
thereon. Our responsibility is to read the other information
and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our
knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such
material inconsistencies or apparent material
misstatements, we are required to determine whether this
gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have
performed, we conclude that there is a material
misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
Corporate governance statement
The UK Listing Rules sourcebook requires us to review the
Directors’ statement in relation to going concern, longer-term
viability and that part of the Corporate Governance Statement
relating to the Company’s compliance with the provisions of
the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the
Corporate Governance Statement is materially consistent
with the financial statements or our knowledge obtained
during the audit.
Going concern
and longer-term
viability
• The Directors’ statement with
regards to the appropriateness of
adopting the going concern basis
of accounting and any material
uncertainties identified set out on
page 34;
• The Directors’ explanation as to
their assessment of the Company’s
prospects, the period this
assessment covers and why the
period is appropriate set out on
page 34; and
• The Directors’ statement on
whether they have a reasonable
expectation that the Company will
be able to continue in operation and
meet its liabilities set out on
page 34.
Other Code
provisions
• Directors’ statement on fair,
balanced and understandable set
out on pages 39 to 40;
• Board’s confirmation that it has
carried out a robust assessment of
the emerging and principal risks set
out on pages 29 to 33;
• The section of the annual report
that describes the review of
effectiveness of risk management
and internal control systems set out
on page 48; and
• The section describing the work of
the audit committee set out on
page 44.
178031 PGI Report & Accounts Pt4_178031 PGI Report & Accounts Pt4 02/06/2026 16:59 Page 58
59
Annual Report & Accounts 2026
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work
performed during the course of the audit, we are required by
the Companies Act 2006 and ISAs (UK) to report on certain
opinions and matters as described below.
Strategic report
and Directors’
report
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
In our opinion, the part of the Directors’
remuneration report to be audited has
been properly prepared in accordance
with the Companies Act 2006.
Corporate
governance
statement
In our opinion, based on the work
undertaken in the course of the audit
the information about internal control
and risk management systems in
relation to financial reporting
processes and about share capital
structures, given in compliance with
rules 7.2.5 and 7.2.6 in the Disclosure
Guidance and Transparency Rules
sourcebook made by the Financial
Conduct Authority (the FCA Rules), is
consistent with the financial
statements and has 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 this
information.
In our opinion, based on the work
undertaken in the course of the audit,
the information about the Company’s
corporate governance code and
practices and about its administrative,
management and supervisory bodies
and their committees comply with
rules 7.2.2, 7.2.3 and 7.2.7 of the FCA
Rules.
We have nothing to report arising from
our responsibility to report if a
corporate governance statement has
not been prepared by the Company.
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 and the
part of the Directors’ remuneration
report to be audited are not in
agreement with the accounting
records and returns; or
• certain disclosures of Directors’
remuneration specified by law are
not made; or
• we have not received all the
information and explanations we
require for our audit.
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Independent Auditor’s Report (cont.)
Annual Report & Accounts 2026
60
Responsibilities of Directors
As explained more fully in the Statement of Directors’
Responsibilities, the Directors are responsible for the
preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary to
enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the
Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of
the financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not
a guarantee that an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial
statements.
However, the primary responsibility for the prevention and
detection of fraud rests with both those charged with
governance of the Company and management.
Extent to which the audit was capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect
material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Company and the industry in
which it operates;
• Discussion with the investment manager and those
charged with governance; and
• Obtaining an understanding of the Company’s policies
and procedures regarding compliance with laws and
regulations.
We considered the significant laws and regulations to be the
Companies Act 2006, the FCA listing and DTR rules, the
principles of the UK Corporate Governance Code, industry
practice represented by the Statement of Recommended
Practice: Financial Statements of Investment Trust
Companies and Venture Capital Trusts (“the SORP”) and
updated in 2022 with consequential amendments and the
applicable financial reporting framework. We also considered
the Company’s qualification as a VCT under UK tax
legislation.
Our procedures in respect of the above included:
• Agreement of the financial statement disclosures to
underlying supporting documentation;
• Enquiries of management and those charged with
governance relating to the existence of any non-
compliance with laws and regulations;
• Obtaining the VCT compliance reports prepared by
management’s expert during the year and as at year end
and reviewing their calculations to check that the
Company was meeting its requirements to retain VCT
status; and
• Reviewing minutes of meetings of those charged with
governance throughout the period for instances of non-
compliance with laws and regulations.
Fraud
We assessed the susceptibility of the financial statements to
material misstatement including fraud.
Our risk assessment procedures included:
• Enquiry with management, those charged with
governance and the Audit Committee regarding any
known or suspected instances of fraud;
• Obtaining an understanding of the Company’s policies
and procedures relating to:
– Detecting and responding to the risks of fraud; and
– Internal controls established to mitigate risks
related to fraud.
• Review of minutes of meetings of those charged with
governance for any known or suspected instances of
fraud;
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Annual Report & Accounts 2026
61
• Discussion amongst the engagement team as to how
and where fraud might occur in the financial statements;
and
• Considering performance incentive schemes and
performance targets and the related financial statement
areas impacted by these.
Based on our risk assessment, we considered the areas
most susceptible to fraud to be the valuation of unquoted
investments and management override of controls.
Our procedures in respect of the above included:
• The procedures set out in the Key Audit Matters section
above relevant to unquoted investments valued using
more subjective techniques (earnings multiples, revenue
multiples and discounted cash flows forecasts);
• Testing adjusting journals posted as part of the year-end
financial reporting process by agreeing to supporting
documentation and evaluating whether there was
evidence of bias by the Investment Manager and
Directors that represented a risk of material
misstatement due to fraud;
• Reviewing unadjusted audit differences for indications of
bias or deliberate misstatement; and
• ‘Stand-back’ procedures designed to identify any
transactions considered to be outside the normal
course of business, relating to areas of significant
subjectivity or indicative of pervasive bias.
We also communicated relevant identified laws and
regulations and potential fraud risks to all engagement team
members who were all deemed to have appropriate
competence and capabilities and remained alert to any
indications of fraud or non-compliance with laws and
regulations throughout the audit.
Our audit procedures were designed to respond to risks of
material misstatement in the financial statements,
recognising that the risk of not detecting a material
misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery,
misrepresentations or through collusion. There are inherent
limitations in the audit procedures performed and the further
removed non-compliance with laws and regulations is from
the events and transactions reflected in the financial
statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the
Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
Other matters which we are required to
address
We were appointed by the Board of Directors, following the
recommendation of the audit committee on 15EJuly 2025 to
audit the financial statements for the period ended
28EFebruary 2026.
Our total uninterrupted period of engagement is 15 years,
covering the periods ended 29EFebruary 2012 to 28EFebruary
2026.
Our audit opinion is consistent with the additional report to
the audit committee.
Use of our report
This report is made solely to the Company’s members, as a
body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken
so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company’s
members as a body, for our audit work, for this report, or for
the opinions we have formed.
In due course, as required by the Financial Conduct Authority
Disclosure Guidance and Transparency Rule 4.1.15R – 4.1.18R,
these financial statements will form part of the Electronic
Format Annual Report & Accounts filed on the National
Storage Mechanism of the FCA in accordance with DTR
4.1.15R – DTR 4.1.18R. This auditor’s report provides no
assurance over whether the Electronic Format Annual Report
& Accounts has been prepared in compliance with DTR
4.1.15R – DTR 4.1.18R.
Chris Meyrick (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
2EJune 2026
BDO LLP is a limited liability partnership registered in
England and Wales (with registered number OC305127).
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62
Income Statement
For the year ended 28 February 2026
Year ended 28 February 2026 Year ended 28 February 2025
Note Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Income 2 1,595 – 1,595 2,159 – 2,159
Realised gains/(losses) on investments 9–(188) (188) – 2,001 2,001
Unrealised gains/(losses) on investments 9–2,178 2,178 – (5,767) (5,767)
1,595 1,990 3,585 2,159 (3,766) (1,607)
Investment management fees 3 (792) (2,377) (3,169) (828) (2,484) (3,312)
Other expenses 4 (719) – (719) (849) (2) (851)
Return/(loss) on ordinary activities
before tax 84 (387) (303) 482 (6,252) (5,770)
Tax on ordinary activities 6––––––
Return/(loss) attributable to equity
shareholders 84 (387) (303) 482 (6,252) (5,770)
Basic and diluted return/(loss)
per share 8 0.0p (0.1)p (0.1)p 0.2p (2.1)p (1.9)p
All revenue and capital movements in the year relate to continuing operations. No operations were acquired or discontinued
during the year. The total column within the Income Statement represents the Income Statement of the Company, prepared in
accordance with the accounting policies detailed in note 1 to the financial statements. The supplementary revenue and capital
columns are presented for information purposes in accordance with the Statement of Recommended Practice issued by the
Association of Investment Companies.
A Statement of Comprehensive Income has not been prepared as no items have been recognised in ‘other comprehensive
income’ in the current or prior year as shown.
The accompanying notes are an integral part of these financial statements.
Annual Report & Accounts 2026
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Annual Report & Accounts 2026
63
Statement of Changes in Equity
For the year ended 28 February 2026
Called up Capital Share Re- Capital
share redemption Special Premium valuation reserve- Revenue
Note capital reserve reserve reserve reserve realised reserve Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 March 2025 5,057 363 107,848 14,634 14,467 20,383 (5,930) 156,822
Comprehensive
Loss for the year:
Management fees
allocated as capital
expenditure 3–––––(2,377) – (2,377)
Realised losses on
investments 9–––––(188) – (188)
Unrealised gains on
investments 9––––2,178 ––2,178
Revenue return after tax ––––––84 84
Total comprehensive
loss ––––2,178 (2,565) 84 (303)
Contributions by
and distributions to
owners:
Issue of new shares
(includes DRIS) 13 441 ––13,657 –––14,098
Share issue costs 13 ––(526) ––––(526)
Share buybacks 13 (292) 292 (8,442) ––––(8,442)
Dividends paid
(includes DRIS) 7––(8,912) ––––(8,912)
Total contributions by
and distributions to
owners 149 292 (17,880) 13,657 –––(3,782)
Other movements:
Transfer of previously
unrealised losses
now realised ––––27 (27) ––
Total other
movements ––––27 (27) ––
At 28 February 2026 5,206 655 89,968 28,291 16,672 17,791 (5,846) 152,737
178031 PGI Report & Accounts Pt4_178031 PGI Report & Accounts Pt4 02/06/2026 16:59 Page 63
64
For the year ended 28 February 2025
Called up Capital Share Re- Capital
share redemption Special Premium valuation reserve- Revenue
Note capital reserve reserve reserve reserve realised reserve Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 March 2024 4,895 97 124,987 555 21,751 19,351 (6,096) 165,540
Comprehensive
Income for the year:
Management fees
allocated as capital
expenditure 3–––––(2,484) – (2,484)
Legal fees allocated
as capital expense –––––(2) – (2)
Realised gains on
investments 9–––––2,001 – 2,001
Unrealised losses on
investments 9––––(5,767) ––(5,767)
Revenue return after tax ––––––482 482
Total comprehensive
loss ––––(5,767) (485) 482 (5,770)
Contributions by
and distributions
to owners:
Issue of new shares
(includes DRIS) 13 428 ––14,079 –––14,507
Share issue costs 13 ––(530) ––––(530)
Share buybacks 13 (266) 266 (8,224) ––––(8,224)
Dividends paid
(includes DRIS) 7––(8,385) –––(316) (8,701)
Total contributions
by and distributions
to owners 162 266 (17,139) 14,079 ––(316) (2,948)
Other movements:
Transfer of previously
unrealised gains
now realised ––––(1,517) 1,517 ––
Total other
movements ––––(1,517) 1,517 ––
At 28 February 2025 5,057 363 107,848 14,634 14,467 20,383 (5,930) 156,822
The special reserve, capital reserve-realised and revenue reserve are all distributable reserves. Reserves available for
distribution therefore amount to £101,913,000 (2025: £122,301,000).
During the year, the Company repurchased 18,017,231 shares (2025: 16,399,232) with a nominal value of £292,000 (2025:
£266,000). All shares were subsequently cancelled.
The accompanying notes are an integral part of these financial statements.
Annual Report & Accounts 2026
Statement of Changes in Equity (cont.)
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Annual Report & Accounts 2026
PLUM GUIDE
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As at 28 February 2026
28 February 28 February
Note 2026 2025
£’000 £’000
Fixed assets
Investments 9 122,975 120,806
Current assets
Debtors 10 3,427 1,302
Cash at bank and in hand 11 57 96
Current asset investments 11 26,555 34,965
30,039 36,363
Creditors: amounts falling due within one year 12 (277) (347)
Net current assets 29,762 36,016
Total assets less current liabilities 152,737 156,822
Capital and reserves
Called up share capital 13 5,206 5,057
Capital redemption reserve 1 655 363
Special reserve 89,968 107,848
Share premium reserve 1 28,291 14,634
Revaluation reserve 16,672 14,467
Capital reserve – realised 17,791 20,383
Revenue reserve (5,846) (5,930)
Total equity shareholders’ funds 152,737 156,822
Basic and diluted net asset value per share 14 47.5p 50.2p
Statement of Financial Position
The financial statements on pages 62 to 67 were approved
and authorised for issue by the Board of Directors on 2 June
2026 and were signed on its behalf by:
Marc Vlessing
Chair
ProVen Growth and Income VCT plc
Company number: 04125326
The accompanying notes are an integral part of these
financial statements.
Annual Report & Accounts 2026
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Annual Financial Report 2025
Statement of Cash FlowsStatement of Cash Flows
Annual Report & Accounts 2026
67
For the year ended 28 February 2026
Year ended Year ended
28 February 2026 28 February 2025
Note
Total Total
£’000 £’000
Loss on ordinary activities before taxation (303) (5,770)
(Gain)/loss on investments (1,990) 3,766
Increase in prepayments, accrued income and
other debtors (22) (40)
Increase/(decrease) in accruals and other creditors (71) 3
Net cash outflow from operating activities (2,386) (2,041)
Cash flows from investing activities
Purchase of investments 9 (3,459) (3,023)
Sale of investments 9 1,178 4,568
Net cash inflow/(outflow) from investing activities (2,281) 1,545
Cash flows from financing activities
Proceeds from share issues
1
13 12,872 13,287
Share issue costs 13 (526) (530)
Purchase of own shares
2
13 (8,442) (9,408)
Equity dividends paid
3
7 (7,686) (7,481)
Net cash outflow from financing activities (3,782) (4,132)
Decrease in cash and cash equivalents (8,449) (4,628)
Cash and cash equivalents at beginning of year 35,061 39,689
Cash and cash equivalents at end of year 26,612 35,061
Cash and cash equivalents comprise:
Cash equivalents 11 26,555 34,965
Cash at bank and in hand 11 57 96
1
The Proceeds from share issues figure of £12,872,000 as shown above is lower than that shown in the Statement of Changes in
Equity of £14,098,000 due to £1,226,000 of new shares issued through the Company's DRIS.
2
The Purchase of own shares figure of £8,442,000 as shown above equals that shown in the Statement of Changes in Equity of
£8,442,000.
3
The Equity dividends paid figure of £7,686,000 as shown above is lower than that shown in the Statement of Changes in Equity
of £8,912,000 due to £1,226,000 of new shares issued through the Company’s DRIS.
The accompanying notes are an integral part of these financial statements.
‘Net cash outflow from operating activities' includes interest received of£67,000 (2025: £85,000) and interest distributions from
liquidity funds of £1,510,000 (2025: £2,047,000). No interest was paid during the year.
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Annual Report & Accounts 2026
Notes to the Accounts
For the year ended 28 February 2026
1. Accounting policies
Basis of preparation
The Company has prepared its financial statements under
Financial Reporting Standard 102 (“FRS102”) and in
accordance with the Statement of Recommended Practice
‘Financial Statements of Investment Trust Companies and
Venture Capital Trusts’ (the “SORP”) issued by the
Association of Investment Companies (“AIC”), which was
updated in July 2022.
The financial statements are prepared under the historical
cost convention except for the revaluation of certain financial
instruments measured at fair value.
The following accounting policies have been applied
consistently throughout the period.
Going concern
The Directors have, at the time of approving the financial
statements, a reasonable expectation that the Company has
adequate resources to continue in operational existence for
the twelve months from the date of sign off of these financial
statements. In its assessment of the Company’s activities as
a going concern, the Board has reviewed the risks to future
performance and considered the potential impacts of those
on the Company’s future ability to continue as a going
concern. The Company’s cash resources are currently
healthy, and the portfolio of investments is diverse and not
reliant on any one sector. All significant cash outflows,
including dividends, share buybacks and investments, are
within the Company’s control. Therefore, the Board expects
that the Company has sufficient cash resources to withstand
any reasonable stress scenario, for example if the Company
was unable to raise further funds, and believes that it is
appropriate to continue to adopt the going concern basis of
accounting in preparing these financial statements.
Presentation of Income Statement
In order to better reflect the activities of an investment
company and, in accordance with guidance issued by the
AIC, supplementary information which analyses the Income
Statement between items of a revenue and capital nature
has been presented alongside the Income Statement. The
revenue return attributable to equity shareholders is the
measure the Directors believe appropriate in assessing the
Company’s compliance with certain requirements set out in
Part 6 of the Income Tax Act 2007.
Share Capital and Reserves
Called up share capital – The nominal value of shares
issued, increased for subsequent share issues either via an
offer for subscription or the Company’s dividend
reinvestment scheme, or reduced due to shares bought back
by the Company for cancellation.
Capital redemption reserve – The nominal value of shares
bought back and cancelled.
Special reserve – This reserve is created from cancellations
of the balances upon the Share premium reserve and the
Capital redemption reserve, which are transferred to this
reserve from time to time. The Special reserve can assist in
writing off losses, which in turn enhances the ability for a
company to make distributions and implement share
buybacks. This is the distributable reserve which is currently
used to fund shares bought back by the Company for
cancellation and share issue costs on shares issued under
an Offer for Subscription. Dividends that are classified as
capital may be paid from this reserve.
Share premium reserve – This reserve contains the excess
of gross proceeds over the nominal value of shares allotted
under offers for subscription and the Company’s dividend
reinvestment scheme, to the extent that it has not been
cancelled.
Revaluation reserve – Increases and decreases in the
valuation of investments held at the year-end are accounted
for in this reserve, except to the extent that the diminution is
deemed permanent.
In accordance with stating all investments at fair value
through profit and loss, all such movements through both
revaluation and capital reserve – realised are shown within
the Income Statement for the year.
Capital reserve – realised – The following are accounted for
in this reserve:
• gains and losses on realisation of investments;
• permanent impairment in value of investments, where
the loss of value is considered to be permanent;
• transaction costs incurred in the acquisition of
investments;
• 75% of the investment manager’s fee expense and
100% of any performance incentive fee payable; and
• other capital expenses and charges.
Dividends that are classified as capital may be paid from this
reserve.
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Annual Report & Accounts 2026
Revenue reserve – Income and expenses that are revenue
in nature are accounted for in this reserve together with the
related tax effect, as well as dividends paid that are classified
as revenue in nature.
Investments
Investments, including equity and loan stock, are recognised
at their trade date and measured at “fair value through profit
or loss” due to investments being managed and
performance evaluated on a fair value basis. A financial asset
is designated within this category if it is both acquired and
managed, with a view to selling after a period of time, in
accordance with the Company’s documented investment
policy. The fair value of an investment upon acquisition is
deemed to be cost. Thereafter investments are measured at
fair value in accordance with International Private Equity and
Venture Capital Valuation Guidelines (“IPEV Guidelines”)
updated in December 2022, together with sections 11 and 12
of FRS102. International Private Equity and Venture Capital
Valuation Guidelines (“IPEV Guidelines”) updated in
December 2025 have been adopted from 1 March 2026.
Although the revised Guidelines take formal effect from
1 March 2026, the principles have been applied in preparing
the valuations underlying these financial statements.
Publicly traded investments are measured using bid prices in
accordance with the IPEV Guidelines.
Where an investee company has gone into receivership or
liquidation, or the loss in value below cost is considered to be
permanent, or there is little likelihood of a recovery from a
company in administration, the loss on the investment,
although not physically disposed of, is treated as being
realised.
All investee companies are held as part of an investment
portfolio and measured at fair value. Therefore, it is not the
policy for investee companies to be consolidated and any
gains or losses arising from changes in fair value are included
in the Income Statement for the period as a capital item.
Gains and losses arising from changes in fair value are
included in the Income Statement for the year as a capital
item and transaction costs on acquisition or disposal of the
investment are expensed.
Investments are derecognised when the contractual rights to
the cash flows from the asset expire or the Company
transfers the asset and substantially all the risks and rewards
of ownership of the asset to another entity.
Key judgements
The Directors must use judgement to determine the
appropriate valuation methodologies for estimating the fair
value of unquoted investments. These valuation
methodologies are as follows:
• where a company is well established after an
appropriate period, the investment may be valued by
applying a suitable earnings, revenue or transaction
multiple to that company’s maintainable earnings or
revenue. The multiple used is based on comparable
listed companies, transaction data or a sector but
discounted to reflect factors such as the different sizes
of the comparable businesses, different growth rates
and the lack of marketability of unquoted shares;
• where a value is indicated by a material arms length
transaction by a third party in the shares of the company
the valuation will normally be based on this, whilst also
being benchmarked against alternative valuation
methodologies; and
• where alternative methods of valuation, such as net
assets of the business, are more appropriate then such
methods may be used.
The methodology applied takes account of the nature, facts
and circumstances of the individual investment and uses
reasonable data, market inputs, assumptions and estimates
in order to ascertain fair value. Methodologies are applied
consistently from year to year except where a change results
in a better estimate of fair value.
Key estimates
The key estimates involved in determining the fair value of a
company can include:
• identifying a relevant basket of market comparables;
• deducing the discount to take on those market
comparables;
• determining recurring revenue;
• determining recurring earnings; or
• identifying surplus cash.
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Notes to the Accounts (cont.)
Annual Report & Accounts 2026
Fair value
Fair value is defined as the amount for which an asset could
be exchanged between knowledgeable, willing parties in an
arm’s length transaction. The Company has categorised its
financial instruments that are measured subsequent to initial
recognition at fair value, using the fair value hierarchy as
follows:
Level 1: The unadjusted quoted price in an active market for
identical assets or liabilities that the entity can access at the
measurement date.
Level 2: Inputs other than quoted prices included within
Level 1 that are observable (i.e., developed using market data)
for the asset or liability, either directly or indirectly.
Level 3: Inputs are unobservable (i.e., for which market data
is unavailable) for the asset or liability.
Income
Dividend income from investments is recognised when the
shareholders’ rights to receive payment has been
established, normally the ex-dividend date.
Interest income is accrued on a time basis, by reference to
the principal outstanding and at the effective interest rate
applicable and only where there is reasonable certainty of
collection in the foreseeable future. Income which is not
capable of being received within a reasonable period of time
is reflected in the capital value of the investments. A
provision is made for any fixed income not expected to be
received.
The table below shows the majority of the investment portfolio categorised by valuation methodology, as well as the range of
market comparables or discounts/premiums used in reaching the closing valuations. The table also shows the possible
outcomes if different ranges of multiples or discounts/premiums were used in valuing the portfolio. Investments that have been
valued on a net asset value basis of £3,565,000 (2025: £3,859,000) or on a bid price basis of £nil (2025: £26,000) are not
included in the table as these bases are not subject to alternative outcomes.
Valuation Range of Range of
as at inputs inputs
Inputs 28 February when Valuation when Valuation
Valuation Basis at to be Range of 2026 reduced outcome increased outcome
28 February 2026 sensitised inputs £’000 by 15% £’000 by 15% £’000
Discounted revenue Market
multiple comparables 0.3x – 8.4x 110,655 0.2x – 7.6x 103,762 0.3x – 9.1x 117,475
Discounted EBITDA Market
multiple comparables 5.8x – 6.4x 1,539 5.4x – 5.4x 1,220 6.3x – 7.3x 1,857
Price of recent (Discounts)/
transaction Premiums 0% 4,556 (15)% – 0% 3,873 0% – 15% 5,240
Sales price
discounted for (Discounts)/
completion Premiums 0% 2,660 (15)% – 0% 2,261 0% – 15% 3,059
Valuation Range of Range of
as at inputs inputs
Inputs 28 February when Valuation when Valuation
Valuation Basis at to be Range of 2025 reduced outcome increased outcome
28 February 2025 sensitised inputs £’000 by 15% £’000 by 15% £’000
Discounted revenue Market
multiple comparables 0.9x – 9.2x 113,198 0.7x – 8.1x 106,337 1.0x – 10.2x 120,176
Discounted EBITDA Market
multiple comparables 9.5x 1,100 9.2x 1,100 9.7x 1,100
Price of recent (Discounts)/
transaction Premiums 0% 424 (15)% – 0% 382 0% – 15% 476
Market approach Pricing of similar
businesses £17m – £24m 2,199 £14m – £19m 2,199 £21m – £29m 2,199
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Annual Report & Accounts 2026
Expenses
All expenses are accounted for on an accruals basis. In
respect of the analysis between revenue and capital items
presented within the Income Statement, all expenses have
been presented as revenue items except as follows:
• expenses which are incidental to the acquisition of an
investment are deducted from the Capital Account;
• expenses which are incidental to the disposal of an
investment are deducted from the disposal proceeds of
the investment;
• expenses are split and presented partly as capital items
where a connection with the maintenance or
enhancement of the value of the investments held can
be demonstrated. Accordingly, the investment
management fee has been allocated 25% to revenue
and 75% to capital in order to reflect the Directors’
expected long-term view of the nature of the investment
returns of the Company; and
• performance incentive fees are treated as a capital item.
Taxation
The tax effects of different items in the Income Statement
are allocated between capital and revenue on the same
basis as the particular item to which they relate using the
Company’s effective rate of tax for the accounting period.
Due to the Company’s status as a venture capital trust and
the continued intention to meet the conditions required to
comply with Part 6 of the Income Tax Act 2007, no provision
for taxation is required in respect of any realised or
unrealised appreciation of the Company’s investments.
Deferred taxation, which is not discounted, is provided in full
on timing differences that result in an obligation at the
balance sheet date to pay more tax, or a right to pay less tax,
at a future date, at rates expected to apply when they
crystallise based on current tax rates and law.
Timing differences arise from the inclusion of items of
income and expenditure in taxation computations in periods
different from those in which they are included in the financial
statements. Deferred tax assets are recognised to the extent
that it is regarded as more likely than not that they will be
recovered.
Foreign Exchange
Where a new investment is made in a currency other than
GBP, its cost is recorded in the accounts at the GBP
equivalent on the date of purchase and held in GBP for the
life of the investment.
Share issue costs
Expenses in relation to share issues are deducted from the
Special Reserve.
Cash at bank
Cash at bank comprises cash on hand and demand
deposits.
Current asset investments (cash equivalents)
Current asset investments comprise funds held in liquidity
funds. These are short-term, highly liquid investments that
are readily convertible into known amounts of cash and that
are subject to an insignificant risk of changes in value.
Current asset investments are initially recognised at fair
value and thereafter stated at amortised cost.
Debtors
Short term debtors are initially measured at transaction price.
Subsequent measurement is made at amortised cost (which
deducts any impairment).
Creditors
Short term trade creditors are initially and subsequently
measured at the transaction price, and are settled in a short
time frame.
2. Income
2026 2025
£’000 £’000
Income from investments
Loan stock interest 135 150
Effective interest income 1,460 2,009
1,595 2,159
The Directors consider that the Company has only one
operating segment as reported to the Board of Directors in
their capacity as chief operating decision makers. All
activities arise in the United Kingdom.
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Notes to the Accounts (cont.)
Annual Report & Accounts 2026
3. Investment Management Fees
2026 2025
£’000 £’000
Investment management fees 3,169 3,312
The Company has an agreement with Beringea LLP for the
provision of investment management services in respect of
its portfolio of venture capital investments which is
terminable with one year’s written notice. The management
fee is based upon an annual amount of 2.0% of net assets.
The annual running costs of the Company, excluding
performance fees and trail commission, are subject to a cap
of 2.9% of the Company’s net assets.
4. Other Expenses
2026 2025
£’000 £’000
Administration services 212 206
Directors’ remuneration 115 115
Social security costs on
Directors’ remuneration 15 12
Trail commission (2) 128
Auditors’ remuneration for the
audit of the Company’s annual
accounts (net of VAT) 82 82
Registrar’s fees 70 70
Directors’ Insurance 44 45
Listing fees 55 52
Other expenses 128 141
719 851
Within other expenses there is £nil (2025: £2,000) allocated
to capital expenses in respect of expenses incurred in
relation to investments. All other expenses are allocated as
revenue costs.
5. Directors’ Remuneration
Details of remuneration of the Directors (excluding
employers’ NI and VAT) can be found in the Directors’
Remuneration Report on page 50.
The Company had no employees other than the Directors
during either year. Directors are key management personnel
and no separate key management personnel exist in the
Company. Costs in respect of Directors are disclosed in
note 4.
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6. Taxation on Ordinary Activities
2026 2025
£’000 £’000
Tax charge for the year
Current year
UK corporation tax (charged to revenue account) ––
Charged to capital expenses ––
Charge for the year ––
Factors affecting tax charge for the year
Loss on ordinary activities before tax (303) (5,770)
Tax charge calculated on operating (loss)/return at the applicable rate of 25% (2025: 25%) (76) (1,443)
Effects of:
UK dividend income ––
Loss/(gain) on investments (497) 942
Expenses disallowed for tax purposes –2
Deferred tax not recognised 573 499
––
Deferred tax not recognised
Excess management fees, which are available to be carried forward and set off against future taxable income, amounted to
£34,488,000 (2025: £32,207,000). A deferred tax asset, calculated at a rate of 25% of £8,622,000 (2025: £8,052,000) would
only be recovered were the Company to make sufficient taxable profits in the future. Given the Company is not expected to
generate taxable income in excess of deductible expenses, no deferred tax asset has been recognised for the year ended
28 February 2026 (2025: no deferred tax asset recognised).
(c)
(a)
(b)
Annual Report & Accounts 2026
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Notes to the Accounts (cont.)
Annual Report & Accounts 2026
7. Dividends
Dividend per Share Year ended 28 February 2026 Year ended 28 February 2025
Revenue Capital Total Revenue Capital Total Revenue Capital Total
pp p£’000 £’000 £’000 £’000 £’000 £’000
Ordinary Share
dividends paid
in the year
2024 Final – 1.5 1.5––––4,744 4,744
2025 Interim 0.1 1.15 1.25 –––316 3,641 3,957
2025 Final – 1.5 1.5–4,848 4,848 –––
2026 Interim – 1.25 1.25 – 4,064 4,064 –––
– 8,912 8,912 316 8,385 8,701
Proposed dividends
2025 Final – 1.5 1.5 ––––4,848 4,848
2026 Final – 1.3 1.3 – 4,357 4,357 – – –
Dividends paid in the year ended 28 February 2026 of £8,912,000 as shown above differs to that shown in the Statement of
Cash Flows of £7,686,000 due to £1,226,000 of new shares issued as part of the Company’s DRIS.
8. Basic and diluted return per share
Year ended 28 Year ended 28
February 2026 February 2025
Revenue return per share based on:
Net revenue return after taxation (£’000) 84 482
Weighted average number of shares in issue 324,289,955 303,905,826
Pence per share 0.0p 0.2p
Capital (loss)/return per share based on:
Net capital (loss)/return for the financial year (£’000) (387) (6,252)
Weighted average number of shares in issue 324,289,955 303,905,826
Pence per share (0.1p) (2.1p)
Total (loss)/return per share based on:
Total (loss)/return for the financial year (£’000) (303) (5,770)
Weighted average number of shares in issue 324,289,955 303,905,826
Pence per share (0.1p) (1.9p)
As the Company has not issued any convertible securities or share options, there is no dilutive effect on (loss)/return per share.
The (loss)/return per share disclosed therefore represents both basic and diluted return per share.
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9. Investments
“Fair value through profit or loss” assets for year ended 28 February 2026
Quoted Unquoted
investments investments Total
£’000 £’000 £’000
Opening cost at 1 March 2025 – 114,161 114,161
Net unrealised gains at 1 March 2025 26 12,521 12,547
Realised losses on investments held at 1 March 2025 – (5,902) (5,902)
Opening fair value at 1 March 2025 26 120,780 120,806
Movement in year:
Purchases at cost (Note a) – 3,459 3,459
Sales – proceeds (Note b) (37) (3,243) (3,280)
– net realised gains/(losses) on sales (Note c) 11 (199) (188)
Net unrealised losses in the income statement (Note d) – 2,178 2,178
Closing fair value at 28 February 2026 – 122,975 122,975
Closing cost at 28 February 2026 – 114,126 114,126
Net unrealised gains at 28 February 2026 – 14,751 14,751
Realised losses on investments held at 28 February 2026 – (5,902) (5,902)
Closing fair value at 28 February 2026 – 122,975 122,975
Note a) Purchases in the year of £3,459,000 equals that shown in the Statement of Cash Flows of £3,459,000.
Note b) Sale proceeds in the year of £3,280,000 as shown above is higher than that shown in the Statement of Cash Flows of
£1,178,000. The difference of £2,102,000 arises due to:
– £959,000 of contingent proceeds debtor held at the prior year end received in the current year;
– £18,000 of new contingent proceeds debtor at the current year end; and
– £3,043,000 of deferred disposal proceeds held as a debtor at the current year end.
Note c) These investments have been revalued over time and until they were sold any unrealised gains/losses were included in
the fair value of the investments.
Note d) Net unrealised gains shown above of £2,178,000 equals that shown in the Income Statement of £2,178,000.
There have been no changes to the basis of valuation for any investment since the previous year end. An analysis of venture
capital investments is set out in the review of the investments on pages 16 to 20. Note 15 includes an analysis of the fair value of
the financial instruments.
Annual Report & Accounts 2026
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“Fair value through profit or loss” assets for year ended 28 February 2025
Quoted Unquoted
investments investments Total
£’000 £’000 £’000
Opening cost at 1 March 2024 – 109,662 109,662
Net unrealised gains at 1 March 2024 21 21,730 21,751
Realised losses on investments held at 1 March 2024 – (5,402) (5,402)
Opening fair value at 1 March 2024 21 125,990 126,011
Movement in year:
Purchases at cost (Note a) – 5,993 5,993
Sales – proceeds (Note b) – (5,511) (5,511)
– net realised gains on sales – 2,001 2,001
Net unrealised gains/(losses) in the income statement 5 (7,693) (7,688)
Closing fair value at 28 February 2025 26 120,780 120,806
Closing cost at 28 February 2025 – 114,161 114,161
Net unrealised gains at 28 February 2025 26 12,521 12,547
Realised losses on investments held at 28 February 2025 – (5,902) (5,902)
Closing fair value at 28 February 2025 26 120,780 120,806
10. Debtors
2026 2025
£’000 £’000
Deferred disposal proceeds (due within one year) 2,021 –
Contingent proceeds receivable 18 959
Prepayments and accrued income 366 343
2,405 1,302
Due after more than one year:
Deferred disposal proceeds 1,022 –
Total debtors 3,427 1,302
The deferred disposal proceeds of £3,043,000 in total (of which £1,022,000 falls due after more than one year) relate to
proceeds from the disposal of WiredScore receivable in instalments after the year end.
11. Cash and cash equivalents
2026 2025
£’000 £’000
Cash at bank and in hand 57 96
Current asset investments (cash equivalents) 26,555 34,965
26,612 35,061
Current asset investments are cash equivalents that comprise deposits in liquidity funds which are redeemable on a same-day
basis. Further information can be found in Note 15 on page 80.
Annual Report & Accounts 2026
Notes to the Accounts (cont.)
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12. Creditors: Amounts Falling Due Within One Year
2026 2025
£’000 £’000
Accruals 227 298
Other creditors 50 49
277 347
13. Called Up Share Capital
2026 2025
£’000 £’000
Issued, allotted, called up and fully-paid:
321,673,772 (2025: 312,422,990) Ordinary Shares of 1.6187p each 5,206 5,057
Annual Report & Accounts 2026
During the year, 21,488,816 shares were issued at between
48.7p and 50.45p per share, with an aggregate nominal
value of £348,000 pursuant to the offer for subscription
announced on 6 November 2024. The aggregate
consideration for the shares was £11,227,000 which included
share issue costs of £475,000.
During the year, 3,239,415 shares were issued at 49.2p per
share, with an aggregate nominal value of £52,000 pursuant
to the offer for subscription announced on 17 November
2025. The aggregate consideration for the shares was
£1,645,000 which included share issue costs of £51,000.
Under the terms of the Company’s Dividend Reinvestment
Scheme, the Company allotted: 1,375,307 Ordinary Shares at
48.7p per share to subscribing Shareholders on 15 August
2025 and 1,164,475 Ordinary Shares at 47.75p per share to
subscribing Shareholders on 30 January 2026. The
aggregate consideration for the shares was £1,226,000.
At the 2025 Annual General Meeting, Shareholders
authorised the Company to make market purchases of its
own shares of up to 14.99% of the share capital in issue at
that date and to waive pre-emption rights and issue up to
49,093,803 Ordinary Shares.
During the year, the Company repurchased a further
18,017,231 Ordinary Shares for an aggregate consideration
(excluding costs) of £8,402,000 being an average price of
46.62p per share and which represented 5.8% of the
Company’s issued share capital at the start of the year and
which had an aggregate nominal value of £292,000. These
shares were subsequently cancelled. Costs relating to the
share repurchases amounted to£40,000. These shares
were repurchased in accordance with the Company’s
buyback policy in order to provide liquidity to Shareholders.
The below table sets out a reconciliation of the movement in Ordinary Shares during the year. All Ordinary Shares have full voting,
dividend and capital distribution rights.
2026 2025
Ordinary Shares brought forward 312,422,990 302,381,579
Ordinary Shares issued 27,268,013 26,440,643
Ordinary Shares repurchased for cancellation (18,017,231) (16,399,232)
Ordinary Shares carried forward 321,673,772 312,422,990
178031 PGI Report & Accounts Pt5_178031 PGI Report & Accounts Pt5 02/06/2026 17:05 Page 77
78
Notes to the Accounts (cont.)
Annual Report & Accounts 2026
15. Financial Instruments
The Company’s financial instruments comprise investments
held at fair value through profit and loss, being equity and
loan stock investments in quoted companies and unquoted
companies; loans and receivables being cash deposits and
short term debtors; and financial liabilities being creditors
arising from its operations. The main purpose of these
financial instruments is to generate cash flow, revenue and
capital appreciation for the Company’s operations. The
Company has no gearing or other financial liabilities apart
from short- term creditors and does not use any derivatives.
The fair value of investments is determined using the
detailed accounting policy as shown in note 1. The
composition of the investments is set out in note 9, and
below.
The fair value of cash deposits and short-term debtors and
creditors equates to their carrying value in the Statement of
Financial Position.
Principal risks and management objectives
The Company’s investment activities expose the Company
to a number of risks associated with financial instruments
and the sectors in which the Company invests. The principal
financial risks arising from the Company’s operations are:
• Market risks;
• Credit risk; and
• Liquidity risk.
The Board regularly reviews these risks and the policies in
place for managing them. Due to ongoing geo-political and
economic instability, certain risks that the Company is
exposed to have increased in significance over the year, e.g.
market risk. However, these risks are actively managed as
set out below, and their increase in significance has not
resulted in any significant changes to the policies for
managing those risks during the year.
The risk management policies used by the Company in
respect of the principal financial risks and a review of the
financial instruments held at the year-end are provided
below:
Market risks
As a VCT, the Company is exposed to market risks in the
form of potential losses and gains that may arise on the
investments it holds. The management of these market risks
is a fundamental part of investment activities undertaken by
the Investment Manager and overseen by the Board. The
Investment Manager monitors investments through regular
contact with the management of investee companies,
regular review of management accounts and other financial
information and attendance at investee company board
meetings. This enables the Investment Manager to manage
the investment risk in respect of individual investments.
Market risk is also mitigated by holding a portfolio diversified
across several business sectors and asset classes.
The key market risks to which the Company is exposed are:
• Market price risk;
• Interest rate risk; and
• Foreign exchange risk.
Market price risk
Market price risk arises from uncertainty about the future
prices and valuations of financial instruments held in
accordance with the Company’s investment objectives. It
represents the potential loss that the Company might suffer
through market price movements in respect of quoted
investments and also changes in the fair value of unquoted
investments that it holds.
At 28 February 2026, the Company had no quoted portfolio
companies (2025: one portfolio company valued at
£26,000).
14. Basic and diluted net asset value per share
Shares in issue 2026 Net asset value 2025 Net asset value
Pence Pence
2026 2025 per share £’000 per share £’000
Ordinary Shares 321,673,772 312,422,990 47.5 152,737 50.2 156,822
As the Company has not issued any convertible securities or share options, there is no dilutive effect on net asset value per
share. The net asset value per share disclosed therefore represents both basic and diluted return per share.
178031 PGI Report & Accounts Pt5_178031 PGI Report & Accounts Pt5 02/06/2026 17:05 Page 78
79
Annual Report & Accounts 2026
Average Average
Average period until 2026 Average period until 2025
interest rate maturity £’000 interest rate maturity £’000
Fixed rate 4.03% 519 days 4,005 4.32% 697 days 3,403
Floating rate (includes liquidity
fund investments) 3.78% 0 days 26,612 4.51% 0 days 35,189
No interest rate 122,120 118,230
152,737 156,822
At 28 February 2026, the unquoted portfolio was valued at
£122,975,000 (2025: £120,780,000). As many of the
Company’s unquoted investments are valued using revenue
or earnings multiples of comparable companies or sectors, a
fall in share prices generally would impact on the valuation of
the unquoted portfolio. A 15% movement in the valuations of
all of the unquoted investments held by the Company would
have an effect as shown in Note 1 on page 70.
Interest rate risk
The Company is exposed to interest rate risk on floating-rate
financial assets through the effect of changes in prevailing
interest rates. The Company receives interest on its cash
deposits at a rate agreed with its bankers, and on its holdings
in liquidity funds at prevailing yields. Investments in loan
stock attract interest predominately at fixed rates. A
summary of the interest rate profile of the Company’s
financial instruments is shown below.
There are three categories in respect of interest which are
attributable to the financial instruments held by the Company
as follows:
• “Fixed rate” assets represent investments with
predetermined yield targets and comprise certain loan
note investments.
• “Floating rate” assets predominantly bear interest at
rates linked to Bank of England base rate and comprise
cash at bank, deposits in liquidity funds and certain loan
note investments.
• “No interest rate” assets do not attract interest and
comprise equity investments, certain loan note
investments, loans and receivables (excluding cash at
bank) and other financial liabilities.
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80
The management of credit risk associated with interest,
dividends and other receivables is covered within the
investment management procedures.
Cash at bank is held by the Royal Bank of Scotland plc, rated
AA-, A1 and A+ by Fitch, Moody’s and Standard and Poor’s
respectively.
Consequently, the Directors consider that the risk profile
associated with cash deposits is low.
Cash equivalents comprise of deposits in liquidity fund
accounts with JP Morgan, Morgan Stanley and UBS, all of
which are AAA rated with Fitch, Moody’s and Standard and
Poor’s and provide same-day liquidity. The Directors
therefore consider the risk profile associated with cash
equivalents to be low.
There have been no changes in fair value during the year that
are directly attributable to changes in credit risk.
Liquidity risk
Liquidity risk is the risk that the Company encounters
difficulties in meeting obligations associated with its financial
liabilities. Liquidity risk may also arise from either the inability
to sell financial instruments when required at their fair values
or from the inability to generate cash inflows as required. The
Company generally maintains a relatively low level of
creditors relative to cash and cash equivalent balances at
£0.3m relative to cash and cash equivalents balance of
£26.6 million at 28 February 2026 (2025: £0.3m to £35.1m)
and has no borrowings (2025: no borrowings).
The Company always holds sufficient levels of funds as cash
or in liquidity funds in order to meet expenses and other cash
outflows as required. For these reasons, the Board believes
that the Company’s exposure to liquidity risk is minimal.
Annual Report & Accounts 2026
2026 2025
£’000 £’000
Cash at bank in hand 57 96
Current asset investments (Cash equivalents) 26,555 34,965
Loans to investee companies 4,005 3,531
Interest, dividends and other receivables 236 168
Deferred consideration and contingent proceed debtors 3,061 959
33,914 39,719
Notes to the Accounts (cont.)
The Company monitors the level of income received from
fixed, floating and non-interest bearing assets and, if
appropriate, may make adjustments to the allocation
between the categories, in particular should this be required
to ensure compliance with the VCT regulations.
Based on the assumption that the yield of all floating rate
financial instruments would change by an amount equal to
the movement in prevailing interest rates, it is estimated that
an increase or decrease of 1% in interest rates would have
increased or decreased total return before taxation for the
year by £266,000 (2025: £352,000).
Foreign Exchange risk
The Company has made a number of its initial investments in
a foreign currency; most often in Euros or US Dollars, though
these costs are recorded in their GBP equivalents on the
relevant transaction dates. Furthermore, as not all
companies’ operations are restricted to the UK, some
companies may function, in part, in a currency other than
GBP. The portfolio is therefore exposed, to some extent, to
foreign exchange risk and specifically that of transaction risk
and translation risk. The Company has assessed the
exposure to these risks and have found them to be not
material in the context of the portfolio.
The Investment Manager and the Board regularly review the
exposure to foreign currency movement to make sure the
level of risk is appropriately managed. On realisation of
investments held in foreign currencies, cash is translated to
GBP shortly after receiving the proceeds to limit the amount
of time exposed to foreign currency fluctuations.
Credit risk
Credit risk is the risk that a counterparty to a financial
instrument is unable to discharge a commitment to the
Company made under that instrument. The Company is
exposed to credit risk through its investments in cash
deposits and debtors. Credit risk relating to loan stock in
investee companies is considered to be part of market risk.
The Company is exposed to credit risk as follows:
178031 PGI Report & Accounts Pt5_178031 PGI Report & Accounts Pt5 02/06/2026 17:05 Page 80
81
The carrying value of loan note investments (as opposed to the contractual cash flows) at 28 February 2025 and 28 February
2026 as analysed by expected maturity date is as follows:
Not later Between 1 Between 2 Between 3 More
than 1 Year and 2 Years and 3 Years and 5 Years than 5 Years Total
As at 28 February 2026 £’000 £’000 £’000 £’000 £’000 £’000
Fully performing loan stock 2,030 – 718 426 49 3,223
Past due loan stock 782 ––––782
2,812 – 718 426 49 4,005
As at 28 February 2025
Fully performing loan stock 911 1,739 – 718 – 3,368
Past due loan stock 163 ––––163
1,074 1,739 – 718 – 3,531
Of the loan stock classified as “past due” above, the full amount relates to the principal of loan notes where the principal has
passed its maturity date.
Fair Value of Financial Instruments
Fair value measurements recognised in the balance sheet
Investments are valued at fair value as determined using the measurement policies described in note 1.KThe carrying value of
financial assets and financial liabilities recorded at amortised cost, which includes short term debtors and creditors, is
considered by the Directors to be equivalent to their fair value.
The Company has categorised its financial instruments that are measured subsequent to initial recognition at fair value, using
the fair value hierarchy as follows:
Level 1 – Reflects financial instruments quoted in an active market.
Level 2 – Reflects financial instruments that have been valued using inputs, other than quoted prices, that are observable.
Level 3 – Reflects financial instruments that have been valued using valuation techniques with unobservable inputs.
2026 2025
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Quoted ––––26 ––26
Loan notes ––4,005 4,005 ––3,531 3,531
Unquoted investments ––118,970 118,970 ––117,249 117,249
––122,975 122,975 26 – 120,780 120,806
There have been no movements between levels during the financial year to 28 February 2026 (2025: no movements).
Annual Report & Accounts 2026
The Company’s liquidity risk is managed by the Investment
Manager in line with guidance agreed with the Board and is
reviewed by the Board at regular intervals.
Although the Company’s investments are not held to meet
the Company’s liquidity requirements, the table below shows
an analysis of the loan notes, highlighting the length of time
that it could take the Company to realise its loan stock assets
if it were required to do so.
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Annual Report & Accounts 2026
Reconciliation of fair value for Level 3 financial instruments held at the year end
Loan Notes Unquoted Equity Total
Year ended 28 February 2026 £’000 £’000 £’000
Balance at 1 March 2025 3,531 117,249 120,780
Movements in the income statement:
Gains in the income statement 805 1,174 1,979
Reclassification at value (805) 805 –
Purchases at cost 474 2,985 3,459
Sales proceeds – (3,243) (3,243)
Balance at 28 February 2026 4,005 118,970 122,975
Loan Notes Unquoted Equity Total
Year ended 28 February 2025 £’000 £’000 £’000
Balance at 1 March 2024 5,643 120,347 125,990
Movements in the income statement:
Gains in the income statement 1,673 (7,365) (5,692)
Reclassification at value (3,317) 3,317 –
Purchases at cost – 5,993 5,993
Sales proceeds (468) (5,043) (5,511)
Balance at 28 February 2025 3,531 117,249 120,780
There is an element of judgement in the choice of
assumptions for unquoted investments. If different
assumptions were used, different valuations could have been
attributed to certain of the VCT’s investments.
Valuations are subject to fluctuations in market conditions
and the sensitivity of the Company to such changes is shown
on page 70.
16. Capital Management
The Company’s capital is managed in accordance with its
investment policy as shown in the Strategic Report on
pages 24 to 25, in pursuit of its principal investment
objectives as stated on page 24. There has been no
significant change in the objectives, policies or processes for
managing capital from the previous year.
By its nature the Company has an amount of capital which
must be invested, and retained, in the relatively high risk
asset class of small UK companies broadly within three years
of that capital being subscribed. The Company accordingly
has limited scope to manage its capital structure in light of
changes in economic conditions and the risk characteristics
of the underlying assets. Subject to this overall constraint
upon the changing capital structure, the Company may
adjust the amount of dividends paid to Shareholders,
purchase its own shares, issue new shares or sell assets if
so required to maintain a level of liquidity to remain a going
concern. Although the Company is permitted to borrow to
give a degree of flexibility, there are no current plans to do so.
As the Company has a low level of liabilities, the Board
considers the Company’s net assets to be its capital. The
Company does not have any externally imposed capital
requirements. The Company has the authority to buy back
shares as described in the Directors’ Report.
17. Post Balance Sheet Events
Between 28 February 2026 and the date of the Annual
Report & Accounts, the Company issued 13,506,644
Ordinary Shares for an aggregate consideration of
£6.7 million under the combined offer for subscription with
ProVen VCT plc which launched on 17 November 2025.
Share issue costs thereon amounted to £0.3 million.
Notes to the Accounts (cont.)
178031 PGI Report & Accounts Pt5_178031 PGI Report & Accounts Pt5 02/06/2026 17:05 Page 82
83
Since the year end, the Company has made one new follow
on investment. In April 2026, an investment of £1.0 million
was made into MOTH.
In March 2026, the Company disposed of its holding in
AccessPay for proceeds of £2.4m, representing a 1.4x return
on cost, with potential for future proceeds.
The Company completed the winding up of Dryden Holdings
Limited, an investee company 100% owned by the Company
but not consolidated.
18. Contingencies, Guarantees and
Financial Commitments
The Company had no contingent liabilities, guarantees and
financial commitments at the year end.
19. Related Party Transactions
Beringea LLP is regarded as a related party due to the fact
that Malcolm Moss, who resigned from the board 15 July
2025, was a Director of the Company during the year, and is
also a Partner of Beringea LLP. Beringea LLP was the
Company’s investment manager during the period. During
the year ended 28 February 2026, £3,169,000 (2025:
£3,312,000) was paid to Beringea LLP in respect of these
services. At the year end the Company owed Beringea LLP
£nil (2025: £nil).
As the Company’s investment manager, Beringea LLP is also
entitled to receive a performance incentive fee based on the
Company’s performance for each financial year to the end of
February. The performance incentive fee arrangements are
set out, in detail, on page 27. For the year ended 28 February
2026, no performance fee was payable to Beringea
(2025: £nil).
Beringea LLP may charge arrangement fees, in line with
industry practice, to companies in which it invests. It may
also receive directors fees or monitoring fees from investee
companies. In the year to 28 February 2026, £46,000 (2025:
£107,000) was payable to Beringea LLP for arrangement fees
under such arrangements. Directors and monitoring fees
payable to Beringea LLP in the year to 28 February 2026
amounted to £680,000 (2025: £663,000) across both
ProVen VCT Plc and ProVen Growth and Income VCT Plc.
Both arrangement fees and directors fees are borne by the
investee company not the Company.
Beringea LLP was also the Company’s Administration
Manager during the period. Fees paid to Beringea in its
capacity as Administration Manager for the year ended
28 February 2026 amounted to £212,000 (2025: £206,000)
of which £nil remained outstanding at the year end
(2025: £nil).
During the year ended 28 February 2026 an amount of
£115,000 (2025: £115,000) was paid to the Directors of the
Company for remuneration for services provided to the
Company. No amount was outstanding at the year end
(2025: £nil).
In its role as promoter to the Company, Beringea received
promoter fees totalling £303,000 for the year ended
28 February 2026 (2025: £293,000).
Malcolm Moss, who was a Director of the Company until his
resignation on 15 July 2025, was also a Director of Cogora
Group Limited, Enternships Limited, Arctic Shores Limited,
Vigilant Applications Limited, Andersen EV Plc (resigned
20 May 2025) and Litchfield Media Limited, companies that
form part of the investment portfolio.
Annual Report & Accounts 2026
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84
Websites
Latest financial information, including information on recent
investment transactions, newsletters and electronic copies
of Annual Report & Accounts, Half Yearly Financial
Statements and Interim Management Statements can be
found on the Company’s website:
www.proveninvestments.co.uk
Shareholders can also check details of their shareholdings
using MUFG Corporate Markets’ website
uk.investorcentre.mpms.mufg.com
. Please note that to
access this facility investors will need to quote the reference
number shown on their share/dividend certificate.
Dividends
Dividends are paid by the Registrar on behalf of the
Company. Shareholders who wish to have dividends paid
directly into their bank account rather than by cheque to their
registered address can complete a mandate form for this
purpose (forms can be downloaded from
www.proveninvestments.co.uk
).
Shareholders are also reminded that the Company operates
a Dividend Reinvestment Scheme (“DRIS”). The DRIS
provides Shareholders with the opportunity to reinvest their
cash dividends into new shares in the Company at the latest
published NAV per share. New shares allotted via the DRIS
attract the same tax reliefs as shares purchased through an
offer for subscription. Shareholders who would like to join the
scheme for any future dividends can do so by completing the
Dividend Reinvestment Forms located in the Key Documents
section of the Company’s website at
www.proveninvestments.co.uk
and returning them to the
Company Registrar whose details are set out below.
Alternatively, Shareholders can update their dividend
payment preference using the Investor Centre at
uk.investorcentre.mpms.mufg.com
.
Queries relating to dividends and requests for mandate
forms should be directed to the Company’s Registrar:
Registrar: MUFG Corporate Markets (formerly Link Group)
Tel: 0371 664 0324 (calls are charged at the standard
geographic rate and will vary by provider)
Email: shareholderenquiries@cm.mpms.mufg.co
m
Address:
MUFG Corporate Markets
PXS 1, Central Square
29 Wellington Street
Leeds, LS1 4DL
Share price
The Company’s share price can be found on various financial
websites with the following TIDM/EPIC code:
TIDM/EPIC code “PGOO”
Latest share price (29 May 2026): 45.5p per share
A link to the share price is also available on ProVen’s
dedicated VCT website www.proveninvestments.co.uk
.
Selling shares
Shareholders should be aware that they need to hold their
shares for a minimum of five years to retain the income tax
relief they received on investment. Selling your shares may
have tax consequences, therefore, you should contact your
financial adviser if you have any queries.
The Company’s shares can be bought and sold in the same
way as any other company listed on the London Stock
Exchange via a stockbroker. The Company also operates a
policy of buying its own shares for cancellation as they become
available. The Company is, however, unable to buy back shares
direct from Shareholders, so you will need to use a stockbroker
to sell your shares. If you are considering selling your shares or
trading in the secondary market, please contact the
Company’s Corporate Broker, Panmure Liberum (“Panmure”).
Please note that broker transaction fees may apply.
Panmure is able to provide details of close periods (when the
company is prohibited from buying in shares) and details of
the price at which the VCT has bought in shares. Panmure
can be contacted as follows:
Chris Lloyd 0207 886 2716
chris.lloyd@panmureliberum.com
Paul Nolan 0207 886 2717 paul.nolan@panmureliberum.com
Key dates
Annual General Meeting and
Shareholder Event 14 July 2026
Next dividend payment date 14 August 2026
Announcement of half year results November 2026
Unsolicited communication with
Shareholders
Whilst we are not aware of any instances in the last year, we
have in prior years been informed that some Shareholders in
ProVen Growth and Income VCT plc have received unsolicited
telephone calls, e-mails or correspondence concerning
investment matters. Please note that it is very unlikely that
either the Company, Beringea or the Company registrar, MUFG
Corporate Markets, would make unsolicited telephone calls, or
send e-mails, to Shareholders. Shareholders can, however,
expect official documentation in connection with the Company
and may receive details of investment activity and new VCT
offers from the Investment Manager. Furthermore, please be
assured that the Company limits access to the Company’s
share register by third parties to the maximum extent
permissible under the Companies Act 2006. If you receive
either an unexpected telephone call or correspondence about
which you have concerns, please contact Beringea LLP, the
Company Secretary, on 020 7845 7820.
The FCA has published useful guidance for shareholders on
how to protect themselves from scams, which you may wish
to read. You can find it online at:
www.fca.org.uk/consumers/protect-yourself-scams
.
Notification of change of address
Communications with Shareholders are mailed to the
registered address held on the share register. In the event of
a change of address, or other amendment, this should be
notified to the Company’s registrar, MUFG Corporate
Markets, under the signature of the registered holder.
Shareholder Information (Unaudited)
Annual Report & Accounts 2026
178031 PGI Report & Accounts Pt5_178031 PGI Report & Accounts Pt5 02/06/2026 17:05 Page 84
Annual Report & Accounts 2026
Company Information
Company number
04125326
Registered Office
Charter House
55 Drury Lane
London WC2B 5SQ
Tel: 020 7845 7820
www.proveninvestments.co.uk
Directors
Marc Vlessing (Chair)
Natasha Christie-Miller
Anna Kuriakose
all of
Charter House
55 Drury Lane
London WC2B 5SQ
Company Secretary and
Administration Manager
Beringea LLP
Charter House
55 Drury Lane
London WC2B 5SQ
Tel: 020 7845 7820
www.beringea.com
Investment Manager
Beringea LLP
Charter House
55 Drury Lane
London WC2B 5SQ
Tel: 020 7845 7820
www.beringea.com
Registrars
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds LS1 4DL
Tel: 0371 664 0324
(calls are charged at the
standard geographic rate and
will vary by provider)
www.mpms.mufg.com
Auditors
BDO LLP
55 Baker Street
London W1U 7EU
Corporate Broker
Panmure Liberum Limited
Ropemaker Place
Level 12
25 Ropemaker Street
London EC2Y 9LY
VCT Status Adviser
Philip Hare & Associates LLP
6 Snow Hill
London EC1A 2AY
Bankers
Royal Bank of Scotland
London Victoria Branch
119/121 Victoria Street
London SW1E 6RA
Solicitors
Howard Kennedy LLP
No. 1 London Bridge
London SE1 9BG
85
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Annual Report & Accounts 2026
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting
of ProVen Growth and Income VCT plc will be held at the
offices of Beringea LLP, at Charter House, 55 Drury Lane,
London, WC2B 5SQ at 12:30pm on Tuesday 14 July 2026.
As Ordinary Business, to consider and, if thought fit, pass
the following resolutions which will be proposed as Ordinary
Resolutions:
1. To receive and adopt the Report of the Directors and
Accounts of the Company for the year ended 28 February
2026 together with the report of the Auditor thereon.
2. To approve the Directors’ Remuneration Report set out on
pages 49 to 52, for the year ended 28 February 2026.
3. To declare a final dividend of 1.3p per Ordinary Share in
respect of the year ended 28 February 2026.
4. To re-appoint BDO LLP as Auditor of the Company to hold
office until the conclusion of the next Annual General
Meeting at which accounts of the Company are presented.
5. To authorise the Directors to determine the Auditor’s
remuneration.
6. To re-elect as Director, Marc Vlessing, who retires in
accordance with the Company’s policy and, being eligible,
offers himself for re-election.
7. To re-elect as Director, Natasha Christie-Miller, who
retires in accordance with the Company’s policy and, being
eligible, offers herself for re-election.
8. To re-elect as Director, Anna Kuriakose, who retires in
accordance with the Company’s policy and, being eligible,
offers herself for re-election.
As Special Business, to consider and, if thought fit, pass the
following resolutions:
ORDINARY RESOLUTION
9. THAT, in addition to existing authorities, the directors of
the Company be and hereby are generally and
unconditionally authorised in accordance with Section 551 of
the Companies Act 2006 (“CA 2006” or the “Act”) to
exercise all the powers of the Company to allot and issue
shares in the capital of the Company and to grant rights to
subscribe for or to convert any security into shares in the
Company up to an aggregate nominal amount of £4,063,665
(representing approximately 75% of the Ordinary Share
capital in issue at today’s date), provided that the authority
conferred by this resolution shall expire on the conclusion of
the next Annual General Meeting of the Company held after
the passing of this resolution or, if earlier, on the expiry of
15 months on the passing of this resolution (unless renewed,
varied or revoked by the Company in a general meeting) but
so that this authority shall allow the Company to make, before
the expiry of this authority, offers or agreements which would
or might require shares to be allotted or rights to be granted
after such expiry.
SPECIAL RESOLUTIONS
10. THAT, the directors of the Company be and hereby are
empowered pursuant to Sections 570(1) of the CA 2006 to
allot or make offers to or agreements to allot equity securities
(which expression shall have the meaning ascribed to it in
Section 560(1) of the CA 2006) for cash pursuant to the
authority given pursuant to resolution 9 above, as if Section
561(1) of the CA 2006 (pre-emption rights) did not apply to
such allotment, provided that the power provided by this
resolution shall expire on the conclusion of the next Annual
General Meeting of the Company held after the passing of
this resolution or, if earlier, on the expiry of 15 months on the
passing of this resolution (unless renewed, varied or revoked
by the Company in general meeting) but so that this authority
shall allow the Company to make, before the expiry of this
authority, offers or agreements which would or might require
equity securities to be allotted after such expiry.
11. THAT, the Company be and is hereby generally and
unconditionally authorised for the purpose of section 701 of
the Act to make one or more market purchases (as defined in
section 693(4) of the Act) of Ordinary Shares provided that:
(i) the maximum number of Ordinary Shares hereby
authorised to be purchased is 50,243,544 representing
approximately 14.99% of the present issued Ordinary Share
capital of the Company;
(ii) the minimum price (exclusive of expenses) which may be
paid for such Ordinary Shares is 1.6187p, the nominal amount
thereof;
(iii) the maximum price (exclusive of expenses) which may be
paid for such Ordinary Shares shall be an amount equal to 5
per cent. above the average of the middle market quotations
for such class of the Company’s shares, as derived from the
Daily Official List of the London Stock Exchange, for the five
business days immediately preceding the day on which the
purchase was made;
(iv) the Company may make a contract to purchase its own
Ordinary Shares under this authority prior to the expiry of this
authority, and such contract will or may be executed wholly or
partly after the expiry of this authority, and the Company may
make a purchase of its own Ordinary Shares in pursuance of
any such contract;
and this power, unless previously varied, revoked or renewed,
shall come to an end at the conclusion of the Annual General
Meeting of the Company next following the passing of this
resolution or, if earlier, on the expiry of 15 months from the
passing of this resolution.
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Annual Report & Accounts 2026
12. That, in accordance with article 151 of the Company‘s
articles of association (the “Articles”), the Directors be and
are hereby authorised to continue to apply the Company’s
Dividend Reinvestment Scheme on the terms and conditions
of that scheme (as set out on the Company’s webpage at
www.proveninvestments.co.uk
), and to apply such scheme to
all dividends that may be declared on the Ordinary Shares
within the period from the passing of this resolution 12 and
ending at the conclusion of the next Annual General Meeting
of the Company to be held following the date of this meeting
and, in accordance with and subject to limits set out in the
authority contained in resolution number 9, the Directors be
and hereby are generally and unconditionally authorised in
accordance with section 551 of the Act to exercise all powers
of the Company to allot Ordinary Shares pursuant to the
terms and conditions of the Dividend Reinvestment Scheme
referred to above and to apply that scheme to all dividends
declared or paid in the period commencing on the date of
this resolution 12 and ending on the conclusion of the next
Annual General Meeting of the Company held after the
passing of this resolution or, if earlier, on the expiry of
15 months on the passing of this resolution (unless renewed,
varied or revoked by the Company in a general meeting) and,
notwithstanding the provisions of article 151, the Directors be
and are hereby authorised to determine the issue price of
such Ordinary Shares in accordance with the terms and
conditions of the Dividend Reinvestment Scheme referred to
above.
By order of the Board
Beringea LLP
Company Secretary
Registered Office:
Charter House,
55 Drury Lane,
London WC2B 5SQ
2 June 2026
Information regarding the Annual General Meeting,
including the information required by section 311A of the
Companies Act 2006, is available from
www.proveninvestments.co.uk.
Note: Please see the notes set out on pages 88 to 90 which
contain important information about the Annual General
Meeting.
87
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Annual Report & Accounts 2026
The following notes explain your general rights as a
Shareholder and your right to vote at the Annual General
Meeting.
1. To be entitled to vote at the Annual General Meeting (and
for the purpose of the determination by the Company of the
number of votes they may cast), Shareholders must be
registered in the Register of Members of the Company at
close of trading on 10 July 2026. Changes to the Register of
Members after the relevant deadline shall be disregarded in
determining the rights of any person to attend and vote at the
Annual General Meeting.
2. Any Shareholder attending the Annual General Meeting in
person has the right to ask questions relating to the business
being dealt with at the meeting which, in accordance with
section 319A of the Companies Act 2006, the Company
must cause to be answered.
3. This year, the Company will also offer Shareholders the
option to follow proceedings of the meeting via conference
call link. Any Shareholders who wish to listen to the meeting
remotely, should email info@beringea.co.uk
for joining
instructions. Please note that Shareholders will not be able to
vote or ask questions at the AGM when joining remotely.
Shareholders who wish to submit questions in advance of
the AGM may do so via e-mail to info@beringea.co.uk
and
the Board will respond to questions raised at the meeting.
4. The right to appoint a proxy does not apply to persons
whose shares are held on their behalf by another person and
who have been nominated to receive communications from
the Company in accordance with Section 146 of the
Companies Act 2006 (“nominated persons”). Nominated
persons may have a right under an agreement with the
member who holds the shares on their behalf to be
appointed (or to have someone else appointed) as a proxy.
Alternatively, if nominated persons do not have such a right,
or do not wish to exercise it, they may have a right under
such an agreement to give instructions to the person holding
the shares as to the exercise of voting rights.
5. We recommend that all Shareholders appoint the Chair of
the meeting as proxy. This will ensure that your vote is
counted even if attendance at the meeting is restricted or
you or any other proxy you might appoint are unable to attend
in person. The return of a completed proxy will not prevent a
member attending the Annual General Meeting and voting in
person if the member wishes to do so.
6. In the case of a Shareholder which is a company, the
proxy form must be executed under its common seal or
signed on its behalf by an officer of the company or an
attorney for the company. Any power of attorney or any other
authority under which the proxy form is signed (or a duly
certified copy of such power or authority) must be included
with the proxy form. For the purposes of determining the time
for delivery of proxies, no account has been taken of any part
of a day that is not a working day.
7. In the case of joint holders, where more than one of the
joint holders purports to appoint a proxy, only the
appointment submitted by the most senior holder will be
accepted. Seniority is determined by the order in which the
names of the joint holders appear in the Company’s Register
of Members in respect of the joint holding (the first named
being the most senior).
8. A vote withheld is not a vote in law, which means that the
vote will not be counted in the calculation of votes for or
against the resolution. If no voting indication is given, your
proxy will vote or abstain from voting at his or her discretion.
Your proxy will vote (or abstain from voting) as he or she
thinks fit in relation to any other matter which is put before
the Annual General Meeting.
9. To be valid, any Form of Proxy or other instrument
appointing a proxy, must be returned by no later than
12.30pm on 10 July 2026 through any one of the following
methods:
i) by post, courier or (during normal business hours only)
hand to the Company’s UK registrar at:
MUFG Corporate Markets
PXS 1, Central Square
29 Wellington Street
Leeds LS1 4DL;
ii) electronically through the website of the Company’s UK
registrar at uk.investorcentre.mpms.mufg.com
or via the
Investor Centre app (see below); or
• If you are an institutional investor you may also be able to
appoint a proxy electronically via the Proxymity platform.
For further information regarding Proxymity, please go to
www.proxymity.io
.
iii) in the case of shares held through CREST, via the CREST
system (see notes below);
We strongly recommend voting electronically at
uk.investorcentre.mpms.mufg.com
as your vote will
automatically be counted.
Shareholders can vote electronically via the Investor Centre,
a free app for smartphone and tablet provided by MUFG
Corporate Markets (the company's registrar). It allows you to
securely manage and monitor your shareholdings in real
time, take part in online voting, keep your details up to date,
access a range of information including payment history and
much more. The app is available to download on both the
Apple App Store and Google Play, or by scanning the relevant
QR code on the next page. Alternatively, you may access the
Investor Centre via a web browser at:
uk.investorcentre.mpms.mufg.com/
.
Notes for Notice of
Annual General Meeting
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10. If you return more than one proxy appointment, either by
paper or electronic communication, the appointment
received last by the Registrar before the latest time for the
receipt of proxies will take precedence. You are advised to
read the terms and conditions of use carefully. Electronic
communication facilities are open to all Shareholders and
those who use them will not be disadvantaged.
11. CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service
may do so for the Annual General Meeting (and any
adjournment of the Annual General Meeting) by using the
procedures described in the CREST Manual (available from
www.euroclear.com
). CREST Personal Members or other
CREST sponsored members, and those CREST members
who have appointed a service provider(s), should refer to their
CREST sponsor or voting service provider(s), who will be able
to take the appropriate action on their behalf. CREST
members are strongly encouraged to appoint the Chair as
their proxy to exercise all or part of their rights to attend and
vote on their behalf at the Annual General Meeting.
12. In order for a proxy appointment or instruction made by
means of CREST to be valid, the appropriate CREST
message (a ‘CREST Proxy Instruction’) must be properly
authenticated in accordance with Euroclear UK &
International Limited’s specifications and must contain the
information required for such instructions, as described in the
CREST Manual. The message must be transmitted so as to
be received by the issuer’s agent (ID RA10) by 12.30pm on
10 July 2026. For this purpose, the time of receipt will be
taken to mean the time (as determined by the timestamp
applied to the message by the CREST application host) from
which the issuer’s agent is able to retrieve the message by
enquiry to CREST in the manner prescribed by CREST. After
this time, any change of instructions to proxies appointed
through CREST should be communicated to the appointee
through other means.
13. CREST members and, where applicable, their CREST
sponsors or voting service providers should note that
Euroclear UK & International Limited does not make available
special procedures in CREST for any particular message.
Normal system timings and limitations will, therefore, apply in
relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take (or, if
the CREST member is a CREST personal member, or
sponsored member, or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary
to ensure that a message is transmitted by means of the
CREST system by any particular time. In this connection,
CREST members and, where applicable, their CREST
sponsors or voting system providers are referred, in
particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings. The
Company may treat as invalid a CREST Proxy Instruction in
the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
If you are an institutional investor you may also be able to
appoint a proxy electronically via the Proxymity platform, a
process which has been agreed by the Company and
approved by the Registrar. For further information regarding
Proxymity, please go to www.proxymity.io
. Your proxy must be
lodged by 12.30pm on 10 July 2026 in order to be
considered valid or, if the meeting is adjourned, by the time
which is 48 hours before the time of the adjourned meeting.
Before you can appoint a proxy via this process you will need
to have agreed to Proxymity’s associated terms and
conditions. It is important that you read these carefully as you
will be bound by them and they will govern the electronic
appointment of your proxy. An electronic proxy appointment
via the Proxymity platform may be revoked completely by
sending an authenticated message via the platform
instructing the removal of your proxy vote.
14. Any corporation which is a Shareholder can appoint one
or more corporate representatives who may exercise on its
behalf all of its powers as a Shareholder provided that no
more than one corporate representative exercises powers in
relation to the same shares.
15. As at 1 June 2026 (being the latest practicable business
day prior to the publication of this Notice), the Company’s
ordinary issued share capital consists of 335,180,416
Ordinary Shares, carrying one vote each. Therefore, the total
voting rights in the Company as at 1 June 2026 are
335,180,416.
16. Under Section 527 of the Companies Act 2006,
Shareholders meeting the threshold requirements set out in
that section have the right to require the Company to publish
on a website a statement setting out any matter relating to:
(i) the audit of the Company’s financial statements (including
the Auditor’s Report and the conduct of the audit) that are to
be laid before the Annual General Meeting; or (ii) any
circumstances connected with an auditor of the Company
ceasing to hold office since the previous meeting at which
annual financial statements and reports were laid in
accordance with Section 437 of the Companies Act 2006 (in
each case) that the shareholders propose to raise at the
relevant meeting. The Company may not require the
Shareholders requesting any such website publication to pay
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90
its expenses in complying with Sections 527 or 528 of the
Companies Act 2006. Where the Company is required to
place a statement on a website under Section 527 of the
Companies Act 2006, it must forward the statement to the
Company’s auditor not later than the time when it makes the
statement available on the website. The business which may
be dealt with at the Annual General Meeting for the relevant
financial year includes any statement that the Company has
been required under Section 527 of the Companies Act 2006
to publish on a website.
17. The following documents are available on request by
email to info@beringea.co.uk
from the date of this Notice until
the time of the Annual General Meeting:
• copies of the Directors’ Letters of Appointments; and
• copies of the Register of Directors’ interests in the
Ordinary Shares of the Company.
Resolutions 6-8 propose the re-election of three of the
Directors, in line with Company policy. The Board
recommends that Shareholders take into consideration each
Director’s considerable experience in VCTs as well as other
areas, as shown in their respective biographies on page 23 in
order to support the resolutions to re-elect all Directors. In
particular, Marc Vlessing’s career as a founder and successful
entrepreneur, Natasha Christie-Miller significant experience in
sales and marketing as well as a successful track record of
growing B2B businesses and Anna Kuriakose’s expertise in
working in technology companies as well as building and
scaling companies globally. The Board therefore has no
hesitation in recommending each of the Directors standing
for re-election at the AGM.
18. You may not use any electronic address (within the
meaning of Section 333(4) of the Companies Act 2006)
provided in either this Notice or any related documents
(including the Form of Proxy) to communicate with the
Company for any purposes other than those expressly stated.
A copy of this Notice, and other information required by
Section 311A of the Companies Act 2006, can be found on the
Company’s website at www.proveninvestments.co.uk
.
Annual Report & Accounts 2026
Notes for Notice of
Annual General Meeting (cont.)
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Beringea LLP
55 Drury Lane
London
WC2B 5SQ
T. 020 7845 7820
E. info@beringea.co.uk
www.beringea.co.uk
Managed by
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