ANNUAL REPORT & ACCOUNTS 2026
Puma AIM VCT plc
2
Contents
1
Officers and
Professional Advisers
19
Directors'
Report
2
Chairman’s
Statement
22
Directors’
Remuneration Report
4
Financial
highlights
23
Corporate Governance
Statement
5
Portfolio
diversification
27
Independent
Auditor’s Report
6
Investment Manager’s
Report
34
Income
Statement
8
Qualifying
investments
35
Balance
Sheet
12
Liquidity management
investments
36
Statement of
Cash Flows
13
Investment
portfolio summary
37
Statement of
Changes in Equity
15
Directors'
biographies
38
Notes to the
Financial Statements
16
Strategic
Report
47
Notice of Annual
General Meeting
1
Officers and
Professional Advisers
Directors
Jonathan Di-Stefano (Chairman)
Lynn Drummond
Eliot Kaye
Secretary
Amy Coburn
Registered Number
15801440
Registered Office
Cassini House
57 St James’s Street
London
SW1A 1LD
Investment Manager and Administrator
Puma Investment Management Limited
Cassini House
57 St James’s Street
London
SW1A 1LD
Registrar
Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
B62 8HD
Independent Auditor
MHA
6th Floor
2 London Wall Place
London
EC2Y 5AU
Sponsors and Solicitors
Howard Kennedy
No 1 London Bridge
London
SE1 9BG
VCT Tax Adviser
Shoosmiths LLP
1 Bow Churchyard
London
EC4M 9DQ
Custodian
Pershing Securities Limited
1 Canada Square
London
E14 5AL
Bankers
The Royal Bank of Scotland plc
250 Bishopsgate
London
EC2M 4AA
Overvie
Chairman’s
Statement
Overview
The Company’s Net Asset Value (“NAV”) per share
at the end of the year stood at 102.30p (2025: N/A).
The Company’s profit for the year was £0.5 million
(2025: loss £0.04 million).
Fundraising
During the year, the Company raised £8.1 million.
This additional capital strengthens the Company’s
ability to continue building a high-quality portfolio
and, as the Company grows, helps to spread fixed
costs across a broader shareholder base.
Investment activity and portfolio
During the year, the Company made new qualifying
investments totalling £3.9 million across seven
companies. Investments completed during the year
included an initial investment in Quantum Base
Holdings plc of £0.5 million, followed by a further
follow-on investment of £0.4 million later in the year.
Quantum Base Holdings plc is a technology-led
business providing digital solutions and data-driven
services. This was followed by an investment of
£0.2 million in Time To ACT plc, an engineering-led
business focused on technologies supporting the
energy transition, and an investment of £0.8 million
in Verici Dx plc, a diagnostics company focused on
clinical decision support tools. Further investments
during the year included Aurrigo International plc
for £0.5 million, a provider of autonomous and
electric vehicle technologies; KRM22 plc for
£0.3 million, a risk management and compliance
solutions provider; RC Fornax plc for £0.5 million,
a defence engineering consultancy; and Pathos
Communications plc for £0.8 million, an AI enabled
public relations firm.
2
I am delighted to present to you as
Chairman, the report and accounts for
Puma AIM VCT plc ("the Company")
for the year ended 28 February 2026,
the Company’s first year of investing.
The Company raised
£8.1 million of new
capital during the year to
28 February 2026.
The Company invested
£3.9 million across seven
new portfolio companies
during the year and a
further £0.4 million across
two companies following
the year end. The Board is
pleased with the progress
made in deploying capital
in the Company’s first
year of investing.
Overvie
The strongest contributors to performance during
the year were Aurrigo International and RC
Fornax. Aurrigo International generated a gain of
£0.4 million since investment, reflecting market
appreciation following a substantial fundraise
with significant new investors, which has helped
sustain momentum in the company’s
autonomous vehicle activities. Aurrigo also
demonstrated a resilient performance in its
automotive business during the year.
RC Fornax also performed well, with an uplift of
£0.2 million during the year, reflecting the
completion of a deeply discounted fundraise
and confirmation of order inflow, which provided
increased confidence in the company’s near-term
financial performance.
Following the year end, the Company invested
£0.3 million in Light Science Technologies
Holdings, a company that designs, manufactures
and installs technology solutions for clients in
agricultural technology, passive fire protection
and contract electronics manufacture. A further
£0.1 million follow on investment was made in
Time To ACT plc.
VCT qualifying status
Shoosmiths LLP provides the Board and the
Investment Manager with advice on the ongoing
compliance with HMRC rules and regulations
concerning VCTs and has reported no issues in
this regard for the Company to date. Shoosmiths
and other specialist advisors will continue to
assist the Investment Manager in establishing
the status of potential investments as qualifying
holdings. Shoosmiths will continue to monitor
rule compliance and maintaining the qualifying
status of the Company’s holdings in the future.
Outlook
From April 2026, a number of changes to the VCT
qualifying rules are expected to take effect. These
include increases to the gross assets threshold
and to both the annual and lifetime investment
limits for eligible companies. Together, these
changes should widen the range of businesses able
to access VCT investment, including later-stage
companies with more established operating
histories. The Board believes this will enhance the
flexibility of the VCT programme and broaden the
opportunity for the Company over time.
At the same time, the rate of income tax relief
available to VCT investors is expected to reduce from
30% to 20%. The VCT structure continues to play an
important role in supporting the growth of smaller
UK companies, and the Board will monitor the
impact of this change as the updated regime
becomes established.
The wider economic environment remains
uncertain, influenced by geopolitical developments,
inflationary pressures and monetary policy
decisions. UK markets continue to respond to
changes in interest rate expectations and broader
global conditions. While progress has been made
in easing some of the pressures faced by smaller
companies, conditions remain mixed and policy
responses will continue to evolve.
Against this backdrop, the Board remains focused
on supporting well-managed businesses with clear
growth plans and resilient business models. We
believe that a disciplined investment approach
and a long-term perspective remain essential in
navigating a challenging but evolving environment.
Jonathan Di-Stefano
Chairman
2 June 2026
3
CHAIRMAN’S STATEMENT > CONTINUED
4
Financial highlights
AS AT 28 FEBRUARY 2026
Company details and performance
Fundraising and cash Qualifying investment activity
£8.26m
Net Assets
£3.1m
Available for new investments
as at the year-end
56%
NAV invested in qualifying
investments
£8.1m
Cash raised in the year
17%
Increase in qualifying value
over cost
New investments in year
ending February 2026
£1.9m 7
Cash raised post year-end
102.3p
NAV / Share
5
Portfolio diversification
AS AT 28 FEBRUARY 2026
Invested by industry (cost)
Figures subject to rounding.
19%
Technology hardware and equipment
7%
Software and computer services
15%
Aerospace and defence
16%
Media
23%
Industrial support
services
20%
Pharmaceuticals and
biotechnology
Invested by Industry (fair value)
28%
Industrial support
services
20%
Pharmaceuticals and
biotechnology
12%
Technology hardware and equipment
8%
Software and computer services
13%
Aerospace and defence
19%
Media
6
Investment
Manager’s Report
Puma AIM VCT is one of 15 Puma VCTs that have
been established since 2005. As a series, the
Puma VCTs have invested into over 60 qualifying
private companies and achieved over 36 full exits.
Puma AIM VCT is managed by the same team as
the Puma AIM Inheritance Tax Service which is
typically invested in between 30 and 40 AIM traded
companies. Since inception of this service, Puma
has invested in 69 AIM traded companies and has
exited from more than 30 of these. The Management
Team monitors, approximately, a further 50 AIM
traded companies. While the investments for
the Puma AIM Inheritance Tax Service may have
different characteristics from those required for
the Company, this demonstrates the Investment
Manager’s depth of experience in AIM investments.
Economic background
It is helpful to set out the broader economic and
market context in which the portfolio has been
deployed, particularly given the heightened sensitivity
of UK equities, and the AIM market in particular,
to recent global and domestic developments.
UK gilt and equity markets have experienced periods
of volatility driven by a combination of geopolitical
events, international trade policy developments and
domestic fiscal conditions. The UK’s exposure as a
net energy importer, coupled with constrained fiscal
headroom, has meant that external shocks have
tended to transmit quickly into inflation expectations,
interest rate pricing and overall market sentiment.
Geopolitical tensions in the Middle East have
underscored the importance of global energy
supply routes and the potential for disruption
to energy markets. Episodes of rising energy prices
have, at times, weighed on risk appetite globally
and placed upward pressure on bond yields.
For the UK, fluctuations in energy prices
have a particularly direct impact on inflation
expectations and gilt pricing, given the
economy’s reliance on imported oil and gas.
These developments have inevitably drawn
comparisons with earlier periods of energy-driven
inflation. In response to those prior pressures,
monetary policy was tightened materially to contain
second-round effects, particularly around wage
growth and services inflation. As inflation showed
signs of easing, the emphasis of policy shifted towards
cautiously supporting economic stability while
maintaining credibility around the inflation target. This
approach resulted in a period of subdued economic
growth alongside a gradually loosening labour market.
More recently, inflation had been on a clearer
downward path prior to renewed geopolitical
tensions, with markets anticipating a further easing
in policy. Subsequent developments have introduced
additional uncertainty around the near-term inflation
outlook and the appropriate stance of monetary
policy. The Monetary Policy Committee continues to
assess the scale and persistence of these pressures,
balancing the risks of renewed inflation against
the potential impact of slower economic activity.
Beyond the UK, a combination of geopolitical
uncertainty, higher energy prices and shifting
interest rate expectations has unsettled global
equity markets. These factors have contributed
to periods of broad-based weakness, particularly
in interest rate sensitive areas of the market.
Domestically, the UK has also faced several structural
challenges over recent years that have shaped investor
behaviour. UK gilt yields have tended to react more
sharply than those of some peer economies due
to a combination of energy sensitivity and ongoing
concerns around fiscal credibility. Government
spending pressures, weak productivity growth
and rising debt servicing costs have constrained
fiscal flexibility, while external risks have added to
uncertainty around medium-term policy direction.
The UK economy experienced an extended period
of uncertainty around successive fiscal events,
which had a noticeable impact on business and
investor confidence. Smaller companies, and AIM
quoted companies in particular, faced a number
of specific headwinds during this period.
These included increases in employment-related
taxes affecting operating cost bases, alongside
changes to the tax treatment of AIM shares that
reduced their appeal for certain investors. As a
result, many companies took action to manage
costs, improve productivity and prioritise cash
generation. In some cases, this led to delays in
investment decisions, contract timing and hiring
activity, particularly around key fiscal events.
7
INVESTMENT MANAGER’S REPORT > CONTINUED
Government spending remains elevated and taxes high relative
to historical levels, reflecting pressure on the public finances and
limited room for manoeuvre. This environment has continued to
weigh on confidence, both among businesses and consumers,
even as inflationary pressures have moderated from earlier peaks.
There have, however, been some more supportive developments.
The easing of monetary policy has lowered the cost of capital
and reduced inflationary pressure on company cost bases,
providing some relief as these broader headwinds have played
out. As inflation moved closer to target, interest rate reductions
were introduced gradually, helping to stabilise financial
conditions and improve financing dynamics, particularly for
smaller and growing companies.
Earlier indications of stabilisation and recovery within parts of
the AIM market suggested that investors were beginning to look
through earlier fiscal and trade-related pressures. More recent
geopolitical developments have reintroduced a degree of caution,
with business confidence and investment sentiment remaining
sensitive to external events. As such, the pace and durability of
any recovery remain dependent on how these factors evolve.
Portfolio
Against this challenging and often unsettled backdrop, the
level of VCT-qualifying deal flow since launch has been
encouraging. We believe that periods of uncertainty can
create opportunities to invest in high-quality growth
businesses at more attractive entry valuations, supporting
the potential for longer-term value creation.
Several investments made to date have been in businesses
operating at or close to cash flow breakeven, where continued
investment in research and development is required to
support revenue growth before transitioning to a more
self-funded growth model. These opportunities are more
characteristic of scale-up businesses than early-stage start-ups
and typically benefit from more established operating and
governance frameworks.
In addition, investments have been made alongside non-VCT
qualifying funds, helping to establish well-capitalised and
diversified shareholder bases with institutional support.
Investee companies are not immune to prevailing market
conditions. Through ongoing engagement with management
teams, non-executive directors, brokers and advisers, we closely
monitor how portfolio companies are deploying growth capital
and adapting their strategies to current economic conditions.
This includes a focus on capital discipline, resilience and the
prioritisation of initiatives that support long-term value creation.
Despite the challenging environment, it remains encouraging
that portfolio companies continue to make progress against
their strategic objectives.
Dr Stuart Rollason
Quantum Base is a university spin-out with a
commercially proven and cost-effective solution to
counterfeiting. It uses the natural randomness and
unique optical properties of quantum materials
to create fingerprints that are virtually impossible
to copy. It has also developed a fast and simple
verification method through a smartphone app,
which is a key feature. The first target market
is tax stamps, with further potential across
brands, technology and pharmaceuticals.
Quantum Base was admitted to AIM in April 2025,
raising £4.8 million at 23.1p per share and focusing
on strengthening its commercial capability,
including appointing a Chief Commercial Officer
with deep sector experience. The company
has continued to build momentum, raising a
further £4.3 million in December 2025 at 21p
per share to support targeted R&D and product
development. It also secured a contract extension
with its largest customer in September 2025 and,
by November, had added a second customer
and entered the international art market.
Quantum Base
Qualifying
investments
8
9
Verici Dx
Verici Dx is a commercial-stage diagnostics
company focused on improving outcomes for
kidney transplant patients. It has two products:
Clarava, a pre-transplant test licensed to
Thermo Fisher Scientific, and Tutivia, a wholly
owned blood-based test that provides earlier,
more specific insight into acute rejection risk
using RNA sequencing technology. This allows
Verici to serve previously unaddressed patient
groups and expand its addressable market.
In July, Verici raised £6.35 million at 0.5p. At
the Company’s year end on 28 February
2026, the shares were 0.59p. The company
has strengthened its US sales and marketing
team, reflecting its core commercial focus.
Verici has made solid progress in onboarding
transplant centres, rising to 34 from 19 at
the start of 2025, and reported $3 million of
Tutivia revenue in line with expectations.
Time To ACT
Time To ACT provides strategic and operational
support to businesses in the energy transition
market. The group currently comprises
GreenSpur, which designs wind turbine
generators, and Diffusion Alloys, a specialist
in industrial coatings for hydrogen and
nuclear applications. Diffusion Alloys remains
the primary financial driver, though both
businesses have solid growth potential.
The company raised capital at 40p per share
in May 2025, at the Company’s year-end on
28 February 2026, the share price had fallen
to 7p causing a decline in the year of
£0.2 million. This drop reflects an illiquid
market, slow order intake and weak activity
in key end-markets, particularly hydrogen.
Despite this, Time To ACT has continued to
build its potential order pipeline, increased
marketing into adjacent sectors, and is actively
exploring M&A to expand its opportunity set.
KRM22
KRM was admitted to AIM in 2018 to acquire
and develop tech and software businesses
addressing rising regulatory and compliance
needs in capital markets. It completed four
acquisitions, but long development and sales
cycles required a strategic stake sale and
debt funding. KRM’s management team is
experienced in selling into major financial
institutions, and the business has continued
to grow annual recurring revenue. It is now
of sufficient scale to operate at breakeven
on a run rate cashflow basis while increasing
R&D and sales and marketing investment to
enter new asset classes and geographies.
In November, the company raised £9.2 million
at 40p per share, partly via a debt-for-equity
swap. Its FY2025 update reported 19%
ARR growth and £7.6 million expected revenue.
At 28 February 2026, shares were 37p.
Aurrigo has developed an integrated ecosystem
of autonomous vehicles and proprietary software
designed specifically for airport airside operations. The
market offers strong potential as automation is adopted
to improve efficiency, reduce costs, enhance safety
and support sustainability goals. Based in Coventry
with roots in the automotive sector, Aurrigo works
with leading airlines, airports and logistics companies,
including Swissport, UPS and Aviation Solutions B.V.
In August, the company raised £14.1 million at 45p per
share to accelerate customer conversion and expand
software, engineering and deployment capacity.
At the Company’s year-end on 28 February 2026,
its shares were 87.5p.
Aurrigo has since reported inline FY2025 trading,
secured a £6.28 million contract for autonomous guided
vehicles, and launched its Hub Strategy to support
international scaling through regional manufacturing
partnerships while retaining core IP control.
Aurrigo
International
10
11
Pathos
Communications
Pathos is an AI-enabled PR firm specialising
in guaranteed publication for SMEs, securing
placements in high-quality global media on
a pay-on-results model. Its in-house AI agent,
PathosMind, monitors over 50,000 news sources
daily, identifies news hooks, generates article ideas
and drafts full publications. Pressella, a virtual
publicist, attends client and prospect meetings,
takes notes, assesses call quality and produces
article ideas using PathosMind. Both products
have meaningful scale potential. The company is
profitable with strong growth, though revenue
visibility remains low, making financial discipline
from the CFO and new Financial Controller critical.
Pathos was admitted to AIM in December, raising
£5.6 million at 30p to accelerate its AI strategy and
expand sales. Its FY2025 update reported
$13.2 million revenue and $2.9 million adjusted
EBITDA. At the Company’s year-end on
28 February 2026, shares were 28.5p.
RC Fornax
RC Fornax is a defence engineering consultancy
aiming to replace traditional recruitment and
time-and-materials consultancy models with
an outcomes-based approach that improves
efficiency and accountability. The rollout
of the Strategic Defence Review presents
an opportunity to advance this strategy.
In December, the company raised £2
million at 6p to support working capital and
develop AI tools. At the Company’s year-end
on 28 February 2026, shares were 8.5p.
Our investment followed a profit warning,
after which a new Finance Director and Chief
Operating Officer improved cost control and
sales reporting, and the board was strengthened
in response to issues highlighted in 2025. Since
the raise, RC Fornax has secured places on several
space and defence procurement frameworks
and has seen improved business activity and
order growth despite near-term uncertainty.
1212
An active approach is taken to managing
cash balances prior to their deployment
into VCT qualifying investments.
The VCT rules restrict the level of income that
may be earned from bank deposits, which
makes holding significant cash balances an
inefficient way of managing funds awaiting
investment. As a result, where funds have not
yet been deployed into qualifying investments
in smaller companies, the Company seeks
to invest these amounts as permitted by the
VCT rules rather than hold them on deposit.
The Company’s liquidity management
strategy therefore focuses on the use of
collective investment schemes designed to
provide liquidity and capital preservation,
while seeking to generate a modest
return on surplus cash balances.
Puma Investment Management Limited
2 June 2026
Liquidity
management
investments
AS AT 28 FEBRUARY 2026
Investment portfolio summary
Valuation
£’000
Cost
£’000
Gain/(loss)
£’000
% of
Net Assets
Multiple
Qualifying investments
Quantum Base Holdings plc 1,031 910 121 12% 1.13x
Time To ACT plc 35 200 (165) 0% 0.18x
Verici Dx plc 934 792 142 11% 1.18x
Aurrigo International plc 875 450 425 11% 1.94x
KRM22 plc 296 320 (24) 4% 0.93x
RC Fornax plc 708 500 208 9% 1.42x
Pathos Communications plc 713 750 (37) 9% 0.95x
Total qualifying investments 4,592 3,922 670 56% 1.17x
Non-qualifying investments 3,003 2,976 27 36%
Balance of portfolio 661 661 - 8%
Net Assets 8,256 7,559 697 100%
13
14
15
Directors’ biographies
Jonathan Di-Stefano
NONEXECUTIVE CHAIRMAN
Jon is a Chartered Accountant by background and has over 20 years' experience in AIM
listed real estate companies. Jon joined Telford Homes Plc in 2002 as CFO and became
CEO in 2011, overseeing a prolonged period of business growth and a substantial increase
in shareholder value. Telford Homes was AIM listed until a takeover in 2019 by CBRE.
Jon subsequently joined Greencore Homes as CEO in 2022. Greencore builds better
than net zero carbon homes and is majority owned by M&G, with its investment fuelling
an ambitious growth plan. Jon is also Senior Independent Director at The Property
Franchise Group (TPFG), having previously been non-executive Chairman at Belvoir
Group Plc until its merger with TPFG. Jon sits on the remuneration, audit, nomination
and ESG committees. He was previously a non-executive director at Urban & Civic plc.
Eliot Kaye
Lynn Drummond
Lynn is currently Chair of Zotefoams plc, a non-executive director at Stevenage Bioscience
Catalyst, a Trustee at the London Clinic and is a Board Mentor for Criticaleye. Lynn was,
until August 2024, the Chair of the Board of Governors at the University of Hertfordshire.
She has held additional non-executive directorships at Venture Life Group plc; RPC Group
plc; Infirst Healthcare Limited; Shield Holdings AG; Allocate Software plc; Consort Medical
plc; and Alimentary Health Ireland. Lynn has also been chairman of Trustees for Breast
Cancer Haven, and was on the University of Cambridge, Centre for Science and Policy
Development Group. Lynn has had a long career in the pharmaceutical and life sciences
sectors. She spent 16 years as a Managing Director within Investment Banking for Rothschild.
Prior to Rothschild, she worked in the Cabinet Office in London as Private Secretary to the
Chief Scientific Adviser. Lynn holds a Bachelor of Science Degree in Chemistry from the
University of Glasgow and a PhD in Biochemistry from the University of London. She is a
Fellow of the Royal Society of Chemistry, and a Fellow of the Royal Society of Edinburgh.
Eliot helped establish Puma Investments in 2012, and has been an integral part of the
creation, development, growth and continued success of the business ever since. He sits
on the main Puma Capital Group Board and chairs the Puma VCT Fund Management
Committee. Eliot is a qualified solicitor and spent seven years practising at law firm Berwin
Leighton Paisner (now Bryan Cave Leighton Paisner). He joined Shore Capital in 2006
initially as Funds Counsel, before moving to a commercial role on the investment side
of its asset management business, primarily leading the investment team running the
Puma VCTs. He previously sat on the Association of Investment Companies VCT Board and
was a member of the HM Treasury VCT Schemes Advisory Group. Eliot is also Managing
Director of Puma Property Finance, with responsibility for originating, underwriting,
executing and exiting first-charge real estate development finance loans across the UK,
as well as liaising with the boards of the entities whose funds the business manages.
16
Strategic Report
The Directors present their Strategic Report of the Company for the
year ended 28 February 2026. The purpose of the report is to inform
members of the Company and help them assess how the Directors
have performed their duty to promote the success of the Company.
Principal activities and status
The Company was incorporated on 25 June 2024.
The principal activity of Puma AIM VCT plc (“the
Company”) is making qualifying investments
into unquoted companies, primarily AIM traded
companies, but also AQSE traded and private
companies as a Venture Capital Trust. The Company
has been granted approval by the Inland Revenue
under Section 274 of the Income Tax Act 2007 as a
Venture Capital Trust. The Directors have managed,
and continue to manage, the Company’s affairs in
such a manner as to comply with Section 274 of
the Income Tax Act 2007. The Company’s ordinary
shares of 0.01p each were listed on the Official
List of the UK Listing Authority on 2 April 2025.
Business model and strategy
The Company will operate as a VCT to enable its
shareholders to benefit from tax reliefs available.
The Directors will aim to maximise tax free
distributions to shareholders by way of dividends
paid out of income received from investments
and capital gains received following successful
realisations. The Company’s strategy is set
out in the investment policy set out below.
Investment policy
In line with the legislative framework governing
the Company, the Company’s investment policy is
designed to comply with VCT legislation, which is
key to the proposition being offered to investors.
The Company targets investments in unquoted
companies, primarily AIM traded companies, but
also AQSE traded and private companies, with a
strong management team, a proposition that is
commercially validated, a clear and comprehensive
plan for growth, and operating in attractive markets.
The Company seeks to build up a diversified
portfolio of investments which should allow the
Company to capture significant upside from
individual positions but also provide resilience
in the event of economic uncertainty or change
of market dynamics.
Quoted and unquoted (AIM, AQSE or private
company) investments are likely to be in the form
of ordinary shares but may use other instruments
including, but not limited to, loan stock, convertible
securities and fixed interest securities. The
Company may hold investments in permitted
non-VCT qualifying investments for liquidity
management purposes, including quoted ordinary
shares or securities on a regulated market, collective
investment schemes (including undertakings for
the collective investment in transferable securities),
shares or units in an alternative investment fund
in addition to cash on short-term deposit.
A full text of the Company’s investment
policy can be found within the Company’s
prospectus at www.pumainvestments.co.uk.
Principal risks and uncertainties
The Board have carried out a robust assessment
of the Company’s emerging and principal risks,
including those that might threaten the Company’s
business model, future performance, solvency or
liquidity and reputation. The Board receives regular
reports from the Investment Manager and uses
this information along with their own knowledge
and experience to identify any emerging risks,
so that appropriate procedures can be put in
place to manage or mitigate such risks.
The principal risks facing the Company relate
to its investment activities, specifically market
price risk, as well as interest rate risk, credit risk
and liquidity risk. An explanation of these risks
and how they are managed is contained in
note 14 to the financial statements. Additional
risks faced by the Company are as follows:
Market conditions
The Company is exposed to the risk that adverse
geopolitical and economic events may impact
overall market conditions and, as a result, the
prospects and valuations of certain investments
within the portfolio. The Investment Manager seeks
to mitigate this risk through regular engagement
with investee companies, ongoing monitoring
17
of financial and operational performance, and
maintaining a diversified portfolio across sectors.
Further details of the investments are set out in
the Investment Manager’s Report on pages 6 to 7.
Investment risk
Inappropriate stock selection leading to
underperformance in absolute and relative terms
is a risk which the Investment Manager and
the Board mitigate by reviewing performance
throughout the year and formally at Board
meetings. There is also a regular review by the
Board of the investment mandate and long-term
investment strategy and monitoring of whether the
Company should change its investment strategy.
Regulatory risk
The Company operates in a complex regulatory
environment and faces several related risks. A
breach of s274 of the Income Tax Act 2007 could
result in the Company being subject to capital gains
on the sale of investments. A breach of the VCT
Regulations could result in the loss of VCT status
and consequent loss of tax relief currently available
to shareholders. Serious breach of other regulations,
such as the UKLA Listing Rules and the Companies
Act 2006 could lead to suspension from the Stock
Exchange. The Board receives quarterly reports to
monitor compliance with regulations and engages
external independent advisers to undertake
an independent VCT status monitoring role.
In addition, to the principal risks explained above,
the principal uncertainty that may affect the
Company relate to material changes to the VCT
regulations. The Board will continue to monitor
this and take appropriate action if required.
Business review and future developments
In line with the principal activity and prospectus
of the Company, the aim of the Company
over the medium term is to invest in qualifying
investments into unquoted companies, primarily
AIM traded companies, but also AQSE traded
and private companies and to generate returns
for its shareholders.
Key performance indicators
At each board meeting, the Directors consider a
number of performance measures to assess the
Company’s success in meeting its objectives. The
Board believes the Company’s key performance
indicators are movement in Net Asset Value per
ordinary share and Total Return per ordinary share.
The Board considers that the Company has no
non-financial key performance indicators. In addition,
the Board considers the Company’s compliance
with the Venture Capital Trust Regulations to ensure
that it will maintain its VCT status. An analysis of
the Company’s key performance indicators and
the performance of the Company’s portfolio and
specific investments is included in the Chairman’s
Statement, the Investment Manager’s Report and
the investment portfolio summary on pages 2 to 13.
Viability statement
The Directors have conducted a robust assessment
of the principal risks facing the Company including
those that would threaten its business model,
future performance, solvency or liquidity. This is
summarised above. The Directors have assessed
the prospects of the Company for the one-year
period from the balance sheet date. This is a
period for which developments are reasonably
foreseeable. This review included consideration of
compliance with VCT regulations, the Company’s
current financial position and expected cash flows
for the period and the current economic outlook.
Based on this review, the Directors have concluded
that there is a reasonable expectation that
the Company has adequate cash resources
to enable it to continue in operation and
meet its liabilities as they fall due over the
one-year period to 28 February 2027.
Section 172 statement - Duty to promote the
success of the company
Section 172 of the Companies Act requires
Directors of a company to act in the way they
consider, in good faith, would be most likely to
promote the success of the company for the
benefit of its members as a whole, and in doing
so have regard (amongst other matters) to:
(a) the likely consequences of any decision in the
long term,
(b) the interests of the Company’s employees,
(c) the need to foster the Company’s business
relationships with suppliers, customers and
others,
(d) the impact of the Company’s operations on the
community and the environment,
(e) the desirability of the Company maintaining
a reputation for high standards of business
conduct, and
(f) the need to act fairly between members of the
Company.
This section of the Strategic Report also sets out
the disclosures required in respect of how the
Company engages with suppliers, customers and
STRATEGIC REPORT > CONTINUED
18
others in a business relationship with the Company.
The Company does not have any employees and
delegates day to day operations to service providers.
The Board’s principal concern is to focus on the
needs and priorities of its shareholders as well
as considering the wider community including
the Company’s service providers and its investee
companies. The Board consider that the Company
does not have customers, only shareholders,
and its suppliers are the service providers.
The Annual Report sets out how the Board
promotes the success of the Company for the
benefit of its shareholders. The Board is focused on
high standards of business conduct and recognises
the need to act fairly between shareholders. Further
details on relations with shareholders is set out in
the Corporate Governance Statement on page 23.
The Board engages with the investment manager
at every board meeting to ensure that there is a
close and constructive working relationship and a
good understanding of the investee companies.
The Company also engages regularly with its
other service providers. The Board ensures that
the interests of current and potential stakeholders,
and the impact of the Company’s investments
on the wider community and the environment
are considered when decisions are made.
VCT status monitoring
The Company has engaged Shoosmiths
LLP to advise it on compliance with VCT
requirements, including evaluation of investment
opportunities, as appropriate, and regular
review of the portfolio. Although Shoosmiths
LLP work closely with the Investment
Manager, they report directly to the Board.
Compliance with the VCT regulations (as
described in the Investment Policy) for the
year under review is summarised as follows:
POSITION AT 28 FEB 2026
1
The Company has invested 30% of funds raised in an accounting period,
in qualifying companies within 12 months after the end of the accounting period;
Complied
2
The Company holds at least 80% of its investments in qualifying companies;
On track to
comply by the
Feb 28 deadline
3
At least 70% of the Company’s qualifying investments are held in “eligible shares”;
On track to
comply by the
Feb 28 deadline
4
No investment constitutes more than 15% of the Company’s portfolio at time of
investment;
Complied
5
The Company’s income for each financial year is derived wholly or mainly from
shares and securities;
Complied
6
The Company distributes sufficient revenue dividends to ensure that not more
than 15% of the income from shares and securities in any one year is retained; and
Complied
7
A maximum unit size of £5 million in each VCT qualifying investment (per tax year).
Complied
Directors and employees
The Company has not disclosed any information about, or policies in
relation to, employees as it has no employees (other than the Directors).
Approved by the board and signed on its behalf by
Jonathan Di-Stefano
Chairman
2 June 2026
STRATEGIC REPORT > CONTINUED
19
Directors' Report
The Directors present their report and financial statements
for the year to 28 February 2026. The Company’s Registered
Number is 15801440.
Results and dividends
The results for the financial period are set out on
page 34. The Directors will not propose a resolution
at the Annual General Meeting to pay a dividend.
Post Balance Sheet events
Details of material post Balance Sheet events are
set out in note 18 to the financial statements.
Future developments
The Company will operate as a VCT to enable its
shareholders to benefit from tax reliefs available.
The Directors will aim to maximise tax free
distributions to shareholders by way of dividends
paid out of income received from investments and
capital gains received following successful realisations.
The Company will target investments in unquoted
companies, primarily AIM traded companies, but
also AQSE traded and private companies, with a
strong management team, a proposition that is
commercially validated, a clear and comprehensive
plan for growth, and operating in attractive markets.
Capital structure
The issued share capital of the Company is
detailed in note 12 to the financial statements.
Directors
The Directors of the Company were appointed on
6 September 2024 and have no beneficial interests
in the issued ordinary shares of the Company at
28 February 2026. There have been no changes in
the holdings of the Directors since the year end.
Investment management, administration and
performance fees
The Company has delegated the investment
management of the portfolio to Puma Investment
Management Limited (Puma Investments).
Under the terms of this agreement Puma
Investments will be paid an annual fee of 2% of the
NAV payable quarterly in arrears calculated on the
relevant quarter end NAV of the Company. Puma
Investments also provide company secretarial and
other accounting and administrative support to the
Company for an aggregate annual fee of 0.35% of the
NAV at each quarter end, payable quarterly in arrears,
with this arrangement commencing following the
allotment of the first shares after the period end.
In relation to all accounting periods that
commence after the fourth anniversary of the
first allotment of Shares, the annual running costs
of the Company will be subject to a cap of 3.5%
of the Company’s net assets at each year-end.
The Investment Manager will also be entitled
to a performance incentive fee payable in
relation to each accounting period, subject to
the Performance Value per Share exceeding
the High-Water Mark (being the higher of 110p
and the highest Performance Value per Share
at the end of any previous accounting period).
It is the Directors’ opinion that the continued
appointment of the Investment Manager, Puma
Investments, on the terms agreed, is in the best
interest of the shareholders. The Investment
Manager is part of the Shore Capital Group which
has a proven track record in VCT management
and has a strong network within the industry.
Global greenhouse gas emissions
The Company has no physical assets, operations,
premises or employees of its own. Consequently,
it consumed less than 40,000kWh of energy
during the year so has no greenhouse gas
emissions to report from its operations, nor does
it have responsibility for any other emissions
producing sources under the Companies Act
2006 (Directors’ Report) Regulations 2013.
20
Going concern
The Board receive regular reports from Puma
Investments, and in accordance with the guidance
issued by the Financial Reporting Council, the
Directors have considered a period of twelve
months from the date of this report for the
purposes of determining the Company’s going
concern status. As part of this assessment, they
have taken into consideration the geo-political
climate and believe that there are no material
uncertainties leading to significant doubt. On this
basis, the Directors believe that it is appropriate
to continue to apply the going concern basis
in preparing the financial statements.
Substantial shareholdings
As at 28 February 2026 and as at the date of this
report, the Company had not been notified of
any direct interests representing 3% or more
of the issued share capital of the Company.
Third-party indemnity provision for Directors
Qualifying third party indemnity provision was in
place for the benefit of all Directors of the Company.
Independent auditor
A resolution to reappoint MHA as independent
auditor will be proposed at the next Annual
General Meeting.
Statement as to disclosure of information to
the auditor
The Directors in office at the date of this report have
confirmed that, as far as they are each aware, there
is no relevant audit information of which the auditor
is unaware. Each of the Directors have confirmed
that they have taken all the steps that they ought
to have taken as Directors in order to make
themselves aware of any relevant audit information
and to establish that it has been communicated
to the auditor.
Annual General Meeting
The Annual General Meeting of the Company
will be held at Cassini House, 57 St James’s
Street, London SW1A 1LD on 29th July 2026 at
10am. Notice of the Annual General Meeting is
inserted within this document. Members will
be provided with a separate Form of Proxy.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the
Directors’ Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare
financial statements for each financial year.
Under that law, the Directors have elected to
prepare the financial statements in accordance
with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting
Standards, comprising FRS 102 “The Financial
Reporting Standard applicable in the UK and
Republic of Ireland”, and applicable law).
Under company law, the Directors must not
approve the financial statements unless they are
satisfied that they give a true and fair view of the
state of affairs of the Company and of the profit
or loss of the Company for that period. In preparing
those financial statements, the Directors are
required to:
(a) select suitable accounting policies and then
apply them consistently;
(b) make judgements and accounting estimates
that are reasonable and prudent;
(c) state whether applicable UK Accounting
Standards (comprising FRS 102 “The Financial
Reporting Standard applicable in the UK
and Republic of Ireland”, and applicable law).
have been followed, subject to any material
departures disclosed and explained in the
financial statements;
(d) prepare the financial statements on the going
concern basis unless it is inappropriate to
presume that the Company will continue in
business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose
with reasonable accuracy at any time the financial
position of the Company and enable them to
ensure that the financial statements and the
Directors’ Remuneration Report comply with the
Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
Directors’ statement pursuant to the disclosure
and transparency rules
Each of the Directors, whose names and functions
are listed in the Directors’ Biographies on page 15,
confirms that, to the best of each person’s
knowledge:
(a) the financial statements, prepared in
accordance with United Kingdom Generally
Accepted Accounting Practice (United
DIRECTORS' REPORT > CONTINUED
21
Kingdom Accounting Standards, comprising FRS 102 “The
Financial Reporting Standard applicable in the UK and Republic
of Ireland”, and applicable law), give a true and fair view of the assets,
liabilities, financial position and profit/(loss) of the Company; and
(b) the Chairman’s Statement, Investment Manager’s Report
and Directors’ Report contained in the Annual Report include
a fair review of the development and performance of the
business and the position of the Company together with a
description of the principal risks and uncertainties that it faces.
Directors’ statement regarding Annual Report and Accounts
The Directors consider that the Annual Report and Accounts, taken
as a whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Company’s
position and performance, business model and strategy.
Electronic publication
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company’s website. The financial statements are published on
www.pumainvestments.co.uk, a website maintained by the
Investment Manager.
Legislation in the United Kingdom regulating the preparation
and dissemination of the financial statements may differ from
legislation in other jurisdictions.
On behalf of the Board.
Jonathan Di-Stefano
Chairman
2 June 2026
DIRECTORS' REPORT > CONTINUED
22
Audited
Year ended
28 Feb2026
£
Audited
Year ended
28 Feb2025
£
Jonathan Di-Stefano
(Chairman)
13,685 -
Lynn Drummond 13,685 -
Eliot Kaye
- -
27,370
Directors’ Remuneration Report
This report is prepared in accordance with Schedule 420-422 of the
Companies Act 2006. A resolution to approve this report will be put to the
members at the Annual General Meeting to be held on 29th July 2026.
Directors’ remuneration policy
The Board as a whole is responsible for determining
Directors’ remuneration and, given the size of
the Company and the absence of Executive
Directors, a separate Remuneration Committee
has not been established.
The Board’s policy is that the remuneration of
Non-Executive Directors should reflect the time
commitment and responsibilities of the role and
be sufficient to attract and retain individuals of
appropriate calibre, experience and independence.
Directors do not participate in any incentive
arrangements, pension schemes or share-based
remuneration.
Directors’ fees payable during the year totalled
£27,000 (excluding VAT), as disclosed in note 4
to the financial statements.
On 6 September 2024, each Director was appointed
for an initial period of twelve months, after which
the appointment may be terminated by either
party on three months’ written notice.
Directors’ remuneration
All Directors are Non-Executive Directors. The
emoluments paid during the year were as follows:
These amounts represent the total emoluments
paid to the Directors during the year. No Director
received pension contributions, benefits in kind,
share options or performance-related remuneration.
There is no requirement for Directors to hold shares
in the Company.
Details of Directors’ share interests are disclosed in
the Directors’ Report on page 19. Brief biographical
details of each Director are set out on page 15.
In addition to fees, the Company reimburses
Directors for reasonable travelling, hotel and other
expenses incurred in the performance of their duties.
Directors’ remuneration is paid in accordance with
the terms set out in the Prospectus. Further details
of remuneration arrangements are included within
this page of the Directors’ Remuneration Report
and are subject to shareholder approval.
The Company maintains directors’ and officers’
liability insurance in respect of the Directors.
On behalf of the Board.
Jonathan Di-Stefano
Chairman
2 June 2026
22
23
Corporate Governance
Statement
The Association of Investment Companies Code of
Corporate Governance (the “AIC Code”), issued by the
AIC in August 2024, addresses the principles and
provisions set out in the UK Corporate Governance
Code (the “UK Code”), issued by the Financial Report
Council (“FRC”) in January 2024, as well as setting out
additional provisions on issues that are of specific
relevance to Puma AIM VCT. The FRC has confirmed
that members of the AIC, who report against the
AIC Code, will be meeting their obligations in relation
to the UK Code and the associated disclosure
requirements under paragraph 9.8.6 of the Listing
Rules. The AIC Code is available on the AIC’s website
www.theaic.co.uk. It includes an explanation of how
the AIC Code adapts the principles and provisions set
out in the UK Code to make them relevant for
investment companies.
Corporate governance within the investment
company industry differs from that of other
companies. In addition, VCTs differ from most other
investment companies in that they have, developed
over many years, a complex range of additional legal,
tax and regulatory requirements.
Puma AIM VCT operates within a governance
framework that reflects the nature of a Venture Capital
Trust and the way in which it conducts its activities.
As a result, certain factors influence the Company’s
governance arrangements, as set out below.
• The Company outsources all day-to-day operational
activities, including portfolio management,
administration, accounting, custody and
company secretarial services, to appropriately
appointed third-party providers. The Company
is therefore governed entirely by a Board of Non-
Executive Directors. In this context, the effective
oversight and monitoring of the performance
and conduct of these service providers is the
Board’s primary governance responsibility.
• The Company has no Executive Directors or
employees. As a consequence, continuity,
experience and oversight are provided
through the Non-Executive Directors, who
collectively retain responsibility for strategic
direction, risk management and the
supervision of outsourced arrangements.
• The Company does not have customers in the
conventional sense, with its primary stakeholder
group being its shareholders. The Board’s
governance focus is therefore centred on protecting
shareholders’ interests, ensuring compliance
with VCT legislation and maintaining appropriate
standards of transparency and accountability.
The AIC Code deals with matters such as the
relationship with the manager and other service
providers. In practice, most of the time spent by the
board of a well-functioning investment company
should be spent on matters of general corporate
governance (e.g. the investment strategy, policy and
performance).
Puma AIM VCT is committed to maintaining high
standards in corporate governance. With the
exception of the limited items outlined below, the
Directors consider that the AIM VCT has, throughout
the year under review, complied with the provisions
set out in the AIC Code:
• Provision 14 - Due to the size of the Board, the
roles of Chairman and Senior Independent
Director are both undertaken by Jonathan
Di-Stefano. The Code recommends that these
roles are held by separate individuals in order
to provide additional independence and
challenge at Board level. Given the small size of
the Board and the non-executive nature of all
Directors, the Board considers that combining
these roles is appropriate at this time. The Board
believes that Jonathan Di-Stefano’s experience
and independence enable him to exercise
appropriate judgement and effectively distinguish
between the responsibilities of the two roles.
• Provision 22, 28, 37 - In view of the size of the Board,
and as the Company has no Executive Directors or
senior management, the Board has not established
separate nomination or remuneration committees.
The Code provisions in this area are intended to
provide oversight of executive appointments,
remuneration structures and succession planning.
As these matters do not arise for the Company,
the Board considers that establishing separate
committees would add unnecessary complexity
without improving governance outcomes.
24
Since appointment, there have been no changes
to the composition of the Board or to Directors’
remuneration. Given the stability and limited size
of the Board, formal succession planning
arrangements have not been put in place. The
Board keeps its composition under review and
will consider succession planning as and when
it becomes appropriate.
• Provision 26 - Due to the size of the Board,
a formal annual performance evaluation of
the Board, its committees and individual
Directors has not been undertaken. The Code
recommends such evaluations to support
continuous improvement and effectiveness.
In the context of a small Board comprising only
Non-Executive Directors, the Board considers
that effectiveness is best assessed through
ongoing discussion and regular interaction.
Any specific performance or effectiveness
matters are addressed as they arise.
The Board
The Company has a Board comprising three
Non-Executive Directors. All Directors are considered
independent for the purposes of the Code, with the
exception of Eliot Kaye, due to his position with, and
shareholding in, the Investment Manager. The Board
considers that all Directors have the appropriate skills,
experience and independence of judgement to
discharge their duties effectively in accordance with
the Code. Jonathan Di-Stefano has been appointed as
Senior Independent Director and also serves as
Chairman of the Board. Biographical details of all
Board members are set out on page 15.
In accordance with the recommendations of the
Code, all Directors will retire at the forthcoming
Annual General Meeting and, being eligible, will
offer themselves for re-election. The Board
considers that each Director has made a valuable
contribution during the year and remains fully
committed to the role. Accordingly, the Board
recommends the re-election of Jonathan
Di-Stefano, Lynn Drummond and Eliot Kaye at
the forthcoming Annual General Meeting.
Full Board meetings are held quarterly, with additional
meetings convened as required to consider specific
matters. The Board has a formal schedule of matters
reserved for its decision.
At each Board meeting, the Directors review the
Company’s financial and operational performance,
together with legal and regulatory compliance. Over
the course of the financial year, the Board also
considers a range of other matters, including key
risks and uncertainties, stakeholder-related matters,
diversity and inclusivity, environmental considerations,
corporate responsibility and governance, and
compliance and legal matters.
The Board sets the Company’s strategic direction and
governance framework and ensures that appropriate
oversight arrangements are in place to support the
delivery of the Company’s objectives.
Board meetings
Jonathan Di-Stefano
3/3
Lynn Drummond
3/3
Eliot Kaye
3/3
The Board has established procedures under which
Directors may, where necessary in the furtherance
of their duties, obtain 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 timely and relevant
information on the Company’s assets and liabilities,
together with other information requested by the
Chairman, in advance of each Board meeting.
Appointments of new Directors and matters
relating to Directors’ remuneration are considered
by the full Board. Directors’ remuneration is
determined in accordance with the terms set out
in the Prospectus. Details of the remuneration paid
to each Director are included in the Directors’
Remuneration Report on page 22 and are subject
to shareholder approval.
There have been no changes to the composition
of the Board since the date of issue of the
Prospectus, and no changes are currently planned.
Given the size and stability of the Board, the
Company has not put in place formal succession
planning arrangements, although the composition
of the Board is kept under review.
Audit Committee
The Audit Committee comprises the two
independent Non-Executive Directors and is chaired
by Jonathan Di-Stefano. The Committee meets at
least annually with the external auditor, including
prior to the approval of the Company’s financial
statements. There was one Audit Committee
meeting during the year, which was attended by
both independent Non-Executive Directors.
The Audit Committee is responsible for monitoring
the independence and effectiveness of the external
auditor and the audit process, together with other
CORPORATE GOVERNANCE STATEMENT > CONTINUED
25
relevant matters. The Committee receives written
confirmation each year from the external auditor
regarding their independence.
The Audit Committee has considered the need
for an internal audit function and concluded that
such a function would not be proportionate or
appropriate for a Venture Capital Trust, given the
nature of the Company’s activities and its reliance
on outsourced service providers.
The Audit Committee considers that the principal
matters addressed in relation to the financial
statements relate to the valuation and disclosure
of the Company’s investment portfolio. Where
investments are quoted, valuations are based on
observable market prices. The Committee reviews
and challenges information provided by the
Investment Manager in relation to portfolio
performance and financial reporting.
The Audit Committee reviews and agrees the audit
strategy paper presented by the external auditor
in advance of the audit, which sets out the key risk
areas to be addressed. The Committee meets prior
to the approval of the financial statements to
consider the auditor’s findings and to challenge
the work performed.
When assessing the effectiveness of the external audit,
the Board considers the quality and content of the
audit plan and audit report provided to the Audit
Committee, together with the level of challenge and
discussion arising from the audit process.
Following its review and having considered
feedback from the Investment Manager and
Administrator on the audit process, the Audit
Committee recommended to the Board that MHA
be reappointed as the Company’s external auditor.
The Audit Committee approves the provision of
any non-audit services prior to such services being
undertaken. No non-audit fees were incurred
during the year.
Relations with shareholders
Shareholders are given the opportunity to meet
representatives of the Investment Manager and the
Board at the Annual General Meeting. The Board is
also willing to respond to written queries from
shareholders and, where appropriate, to meet with
shareholders on request.
In addition to the formal business of the Annual
General Meeting, representatives of the Investment
Manager and the Board are available to answer
questions from shareholders.
Separate resolutions are proposed at the Annual
General Meeting on each substantially separate
matter. Proxy votes are collated by the Registrar,
and the results are provided to the Company
Secretary immediately prior to the meeting.
Proxy voting results are announced at the Annual
General Meeting following each resolution decided
on a show of hands, except where a poll is called.
Notice of the forthcoming Annual General Meeting
is set out at the end of this document, and
shareholders will be provided with a separate
Form of Proxy.
Financial reporting
The Directors’ Statement of Responsibilities for
preparing the accounts is set out in the Directors’
Report on page 19, and a statement by the auditor
about their reporting responsibilities is set out in the
Auditor’s Report on pages 27 to 33.
Internal control
The Board is responsible for the Company’s system
of internal control, which has been designed to
provide reasonable, but not absolute, assurance
against material misstatement or loss.
The Board is responsible for ensuring that
appropriate procedures are in place for the advisers
and the Directors, and for reviewing the
effectiveness of the system of internal control on a
regular basis to ensure that the controls remain
relevant and operate effectively. The Board will
implement additional controls where it considers it
appropriate to do so.
The Directors confirm that a continuing process has
been in place throughout the year, and up to the
date of this report, for identifying, evaluating and
managing the significant risks faced by the
Company. The Board has reviewed the effectiveness
of the Company’s internal control and risk
management systems, including an annual review
carried out in accordance with guidance issued by
the Financial Reporting Council. No significant
weaknesses were identified as a result of this review.
Although the Board retains overall responsibility
for safeguarding the Company’s assets, the
day-to-day investment management and
administration of the Company have been
delegated, through written agreements, to Puma
Investment Management Limited.
Puma Investment Management Limited is
responsible for identifying investment opportunities
and monitoring the Company’s portfolio of
investments. It manages the investment process
CORPORATE GOVERNANCE STATEMENT > CONTINUED
26
and makes recommendations to the Board in
relation to portfolio matters, including potential
disposals and follow-on investments. Puma
Investment Management Limited operates
under a discretionary investment management
mandate, with the Board retaining oversight
of the investment strategy and the performance
of the Investment Manager.
Puma Investment Management Limited is also
responsible for the accounting function and, where
applicable, the safekeeping of documents of title
relating to investments. Quoted investments are
held within CREST.
Internal control systems include the preparation
and review of monthly management accounts.
Both the annual and interim reports are reviewed
and approved by the Board. All payments from the
Company’s bank accounts require the authority of
two authorised signatories from the Investment
Manager. The Investment Manager is subject to
internal monitoring as part of its compliance
framework.
The Board reviews the performance of the
Investment Manager on an ongoing basis and is
satisfied with its performance during the year. Given
the size and nature of the Company, the Board
considers that the establishment of a separate
management engagement committee would be
disproportionate and unnecessarily burdensome.
Board diversity and inclusion
The Board currently comprises one female and two
male Directors. The Board recognises the
importance of diversity and is committed to
maintaining an inclusive approach to Board
composition. When appointing new Directors, the
Board will consider candidates from a wide range of
backgrounds, taking into account diversity of
gender, skills, experience and perspective.
The Board considers that appointments should be
made on merit, with reference to professional
achievement, relevant skills and experience, to
ensure that the most suitable candidate is
appointed to meet the needs of the Company.
The Investment Manager operates an equal
opportunities policy. As at 28 February 2026, the
Investment Manager employed 79 men and 63
women, representing approximately 56% male
and 44% female employees.
Share capital, rights attaching to the shares and
restrictions on voting and transfer
Ordinary shares are freely transferable in both
certificated and uncertificated form and can be
transferred by means of the CREST system.
There are no restrictions on the transfer of any fully
paid up share. With respect to voting rights, the
ordinary shares rank pari passu as to rights to attend
and vote at any general meeting of the Company.
The Company’s ordinary shareholders do not have
differing voting rights. Further details of the
Company’s rules are set out in the Company’s
prospectus at www.pumainvestments.co.uk.
Repurchase of ordinary shares
Although the ordinary shares are traded on the
London Stock Exchange, there is likely to be an
illiquid market and, in such circumstances,
shareholders may find it difficult to sell their
ordinary shares in the market. In order to try to
improve the liquidity in the ordinary shares, the
Board may establish a buyback policy whereby
the Company will purchase ordinary shares for
cancellation.
The Board has authority to make market purchases
of the Company’s own shares. This authority for up
to 864,241 of the Company’s issued share capital
was granted at the 2025 Annual General Meeting.
A resolution will be put to the next Annual General
Meeting to renew this authority.
Gearing
The Board has the authority to borrow up to 50% of
the amount received from the issued share capital
but there are currently no plans to take advantage
of this authority.
On behalf of the Board.
Jonathan Di-Stefano
Chairman
2 June 2026
CORPORATE GOVERNANCE STATEMENT > CONTINUED
27
Independent Auditor’s Report
TO THE MEMBERS OF PUMA AIM VCT
Opinion
We have audited the financial statements of the
Company for the year ended 28 February 2026. The
financial statements that we have audited comprise:
• The Income Statement;
• The Balance Sheet;
• The Statement of Cash Flows;
• The Statement of Changes in Equity; and
• Notes 1 to 18 to the financial statements,
including material accounting policies.
The financial reporting framework that has been
applied in the preparation of the Company’s
financial statements is 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).
In our opinion, the financial statements:
• Give a true and fair view of the state of the
Company’s affairs as at 28 February 2026
and its profit for the year then ended;
• Have been properly prepared in
accordance with United Kingdom Generally
Accepted Accounting Practice; and
• Have been prepared in accordance with the
requirements of Companies Act 2006.
Our opinion is consistent with our reporting to
the Audit Committee.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities
under those standards are further described in
the Auditor’s Responsibilities for the Audit of the
Financial Statements section of our report. We
are independent of the Company in accordance
with the ethical requirements that are relevant to
our audit of the financial statements in the UK,
including the FRC’s Ethical Standard as applied
to listed public interest entities, and we have
fulfilled our ethical responsibilities in accordance
with those requirements. We believe that the
audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have
concluded that the Directors' use of the going
concern basis of accounting in the preparation
of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the
Company’s ability to continue to adopt the going
concern basis of accounting included:
• Considering the inherent risks to the Company’s
operations and specifically its business model.
• Evaluating how those risks could impact the
Company’s available financial resources.
• Obtaining the entity's compliance reports
prepared by management’s expert during
the year and at year end and reviewing the
For the purpose of this report, the terms “we” and “our” denote
MHA in relation to UK legal, professional and regulatory
responsibilities and reporting obligations to the members of
Puma AIM VCT plc. For the purposes of the table on page
29 that sets out the key audit matters and how our audit
addressed the key audit matters, the terms “we” and “our”
refer to MHA. The “Company” is defined as Puma AIM VCT plc.
The relevant legislation governing the Company is the United
Kingdom Companies Act 2006 (“Companies Act 2006”).
28
underlying calculations to assess whether
the Company was meeting the requirements
necessary to retain its VCT status.
• Considering the Company’s expected future
compliance with legislation, the absence of
bank debt, contingencies and commitments,
and any market or reputational risks.
• Reviewing the forecast cash flows supporting
the Directors’ going concern assessment,
challenging the assumptions and judgements
applied within the forecasts, and assessing their
reasonableness by comparing available cash
resources to forecast expenditure, benchmarking
against the prior year where appropriate, and
considering the level of liquid investments,
including qualifying investments held at year end.
• Considering the liquidity risks associated with
the VCT's investment portfolio, particularly arising
from its exposure to smaller quoted companies,
where trading volumes may be limited and the
realisation of investments may be dependent on
market conditions.
Based on the work we have performed, we have
not identified any material uncertainties relating to
events or conditions that, individually or collectively,
may cast significant doubt on the Company’s
ability to continue as a going concern for a period
of at least twelve months from when the financial
statements are authorised for issue.
In relation to the Company’s reporting on how it
has applied the UK Corporate Governance Code,
we have nothing material to add or draw attention
to in relation to the Directors’ statement in the
Company’s financial statements about whether
the Directors considered it appropriate to adopt
the going concern basis of accounting.
Our responsibilities and the responsibilities of
the directors with respect to going concern are
described in the relevant sections of this report.
OVERVIEW OF OUR AUDIT APPROACH
Scope Our audit was scoped by obtaining an understanding of the Company and its
environment, including the Company’s system of internal control, and assessing
the risks of material misstatement in the financial statements. We also addressed
the risk of management override of internal controls, including assessing whether
there was evidence of bias by the directors that may have represented a risk of
material misstatement.
Materiality 2026 2025
Overall
materiality
£82.6k £10.5k
1% (2025: 0.5% of gross assets)
of the net assets
Key audit
matters
Valuation of qualifying investments
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters included those matters which had
the greatest effect on the overall audit strategy, the allocation of resources in the audit, and directing the efforts
of the engagement team. These matters were addressed in the context of our audit of the financial statements
as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
INDEPENDENT AUDITOR’S REPORT > CONTINUED
29
VALUATION OF QUALIFYING INVESTMENTS
Financial
Statement
Elements
Qualifying investments held at fair value
through profit and loss (Note 8)
Key audit
matter
description
The investment portfolio represents the most significant balance in the financial
statements and primarily comprises quoted AIM and listed equity investments valued
using observable market prices at the reporting date.
The valuation of the Level 1 qualifying quoted equity investments has been identified
as a significant audit risk due to the materiality of the balance on the balance sheet and
its direct impact on the Company’s reported net asset value and overall performance.
How the
scope of
our audit
responded
to the key
audit matter
We responded to this matter by testing the valuation of the portfolio of investments.
Our audit procedures included:
• Performing a walkthrough of the investment valuation process to evaluate the design
and implementation of controls over the determination, review and approval of fair
values, including oversight exercised by the Investment Manager and the Board.
• Agreeing the bid prices used in the valuation of all quoted investments held at
year end to independent third-party pricing sources and recalculating the year-end
valuations to assess mathematical accuracy and compliance with FRS 102 and the
AIC SORP requirements.
• Assessing whether equity investments had been appropriately classified within the fair
value hierarchy and whether an active market existed, taking into consideration
trading volumes and liquidity.
• Challenging management’s assessment of market activity and considering whether
additional judgement was required in respect of classification or valuation where
trading volumes were low.
• Reviewing post year-end market movements to identify any significant fluctuations
that may indicate that year-end fair values required further consideration.
• Assessing whether the accounting treatment of gains and losses on investments
was consistent with the SORP requirements applicable to VCTs.
• Evaluating whether the disclosures relating to investments, fair value measurement,
financial instrument risk and the fair value hierarchy complied with FRS 102 and the
AIC SORP and were appropriate in the context of a listed VCT.
Key
observations
Nothing has come to our attention to indicate that the valuation of qualifying investments
as at 28 February 2026 are unreasonable or materially misstated in accordance with FRS
102 and the AIC SORP.
FY26
4,592k
FY25
£nil
INDEPENDENT AUDITOR’S REPORT > CONTINUED
3030
Our application of materiality
Our definition of materiality considers the value of error or omission on the financial statements that,
individually or in aggregate, would change or influence the economic decision of a reasonably knowledgeable
user of those financial statements. Misstatements below these levels will not necessarily be evaluated
as immaterial as we also take account of the nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Materiality is used in planning the scope of our work, executing that work and evaluating the results.
The control environment
We evaluated the design and implementation of
those internal controls of the Company which are
relevant to our audit, such as those relating to the
investments, and financial reporting cycle.
Reporting on other information
The other information comprises the information
included in the annual report other than the
financial statements and our auditor’s report
thereon. The directors are responsible for the other
information contained within the annual report.
Our opinion on the financial statements does not
cover the other information and, except to the
extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion
thereon. Our responsibility is to read the other
information and, in doing so, consider whether
the other information is materially inconsistent
with the financial statements, or our knowledge
obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify
such material inconsistencies or apparent material
misstatements, we are required to determine
whether this gives rise to a material misstatement
in the financial statements themselves. If, based
on the work we have performed, we conclude
that there is a material misstatement of this other
information, we are required to report that fact.
Overall
materiality
£82.6k (2025: £10.5k)
Basis of
determining
overall
materiality
We determined materiality based on 1% (2025: 0.5% of gross assets) of net asset value.
We have considered net asset value per share to be the Company’s key financial metric,
as it is one of the principal measures used by shareholders in assessing the Company’s
financial position and performance. Accordingly, we have used net assets as the
benchmark for determining materiality.
In the prior year, the Company was in its first year of operation and had not yet
commenced its investment activities. Accordingly, gross assets were considered the
most appropriate benchmark. During the current year, the Company has operated as an
established VCT with an active investment portfolio and shareholders primarily assess
performance by reference to net asset value and net asset value per share. As a result,
net assets was considered the most appropriate benchmark for determining materiality.
Performance
materiality
£49.5k (2025: £6.3k)
Basis of
determining
overall
performance
materiality
We determined performance materiality based on 60% (2025: 60%) of overall materiality.
Performance materiality is the application of materiality at the individual account or
balance level, set at an amount to reduce, to an appropriately low level, the probability
that the aggregate of uncorrected and undetected misstatements exceeds materiality
for the financial statements as a whole.
The determination of performance materiality reflects our assessment of the risk of
undetected errors existing, the nature of the systems and controls and the level of
misstatements identified in previous audits.
Error
reporting
threshold
We agreed to report any corrected or uncorrected adjustments exceeding £4.1k (2025:
£0.5k) to the Audit Committee as well as differences below this threshold that in our view
warranted reporting on qualitative grounds.
INDEPENDENT AUDITOR’S REPORT > CONTINUED
3131
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion, based on the work undertaken in
the course of the audit:
• The information given in the Strategic Report
and the Directors’ Report for the financial year
for which the financial statements are prepared
is consistent with the financial statements; and
• The Strategic Report and the Directors’
Report have been prepared in accordance
with applicable legal requirements.
In the light of the knowledge and understanding
of the Company and its environment obtained
in the course of the audit, we have not identified
material misstatements in the Strategic Report
or the Directors’ Report.
Directors’ Remuneration Report
Those aspects of the Directors’ Remuneration
Report which are required to be audited have
been prepared in accordance with applicable
legal requirements.
Matters on which we are required to report
by exception
We have nothing to report in respect of the
following matters in relation to which the
Companies Act 2006 requires us to report to you
if, in our opinion:
• Adequate accounting records have not been
kept, or returns adequate for our audit have not
been received from branches not visited by us; or
• The financial statements are not in agreement
with the accounting records and returns; or
• Certain disclosures of directors’ remuneration
specified by law are not made; or
• The part of the Directors’ Remuneration
Report to be audited is not in agreement
with the accounting records and returns; or
• We have not received all the information and
explanations we require for our audit; or
• A Corporate Governance Statement has not
been prepared by the Company.
Corporate Governance Statement
We have reviewed the directors’ statement in
relation to going concern, longer-term viability
and that part of the Corporate Governance
Statement relating to the entity’s compliance with
the provisions of the UK Corporate Governance
Code specified for our review by the Listing Rules.
Based on the work undertaken as part of our
audit, we have concluded that each of the
following elements of the Corporate Governance
Statement is materially consistent with the
financial statements and our knowledge obtained
during the audit:
• Directors' statement with regards the
appropriateness of adopting the going concern
basis of accounting and any material
uncertainties identified set out on page 20;
• Directors’ explanation as to its assessment of the
group’s prospects, the period this assessment
covers and why the period is appropriate set
out on page 19;
• Directors’ statement on whether it has a reasonable
expectation that the group will be able to continue
in operation and meets its liabilities set out on
page 20;
• Directors' statement on fair, balanced and
understandable set out on page 21;
• Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks
set out on page 17;
• Section of the annual report that describes the
review of effectiveness of risk management and
internal control systems set out on page 25; and
• Section describing the work of the audit
committee set out on page 24.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities
statement, the Directors are responsible for the
preparation of the financial statements and for being
satisfied that they give a true and fair view, and for
such internal control as the Directors determine
is necessary to enable the preparation of financial
statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Directors
are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the Directors
either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
INDEPENDENT AUDITOR’S REPORT > CONTINUED
3232
Auditor responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high
level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of
these financial statements.
A further description of our responsibilities for
the financial statements is located on the FRC’s
website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Extent to which the audit was considered capable
of detecting irregularities, including fraud
Irregularities, including fraud, are instances of
non-compliance with laws and regulations. We
design procedures in line with our responsibilities,
outlined above, to detect material misstatements
in respect of irregularities, including fraud.
These audit procedures were designed to provide
reasonable assurance that the financial statements
were free from fraud or error. The risk of not
detecting a material misstatement due to fraud is
higher than the risk of not detecting one resulting
from error and detecting irregularities that result
from fraud is inherently more difficult than
detecting those that result from error, as fraud
may involve collusion, deliberate concealment,
forgery or intentional misrepresentations. Also,
the further removed non-compliance with laws
and regulations is from events and transactions
reflected in the financial statements, the less likely
we would become aware of it.
Identifying and assessing potential risks arising
from irregularities, including fraud
The extent of the procedures undertaken to identify
and assess the risks of material misstatement in
respect of irregularities, including fraud, included
the following:
• We considered the nature of the industry
and sector, the control environment, business
performance including remuneration policies
and the Company’s own risk assessment that
irregularities might occur as a result of fraud or
error. From our sector experience and through
discussion with the directors, we obtained
an understanding of the legal and regulatory
frameworks applicable to the Company focusing
on laws and regulations that could reasonably
be expected to have a direct material effect on
the financial statements, such as provisions of
the Companies Act 2006, the FCA listing and
DTR rules, the principles of the UK Corporate
Governance Code applied through adherence
to the AIC Code of Corporate Governance (the
"AIC Code"), industry practice represented by the
Statement of Recommended Practice: Financial
Statements of Investment Trust Companies and
Venture Capital Trusts (“the SORP”) and updated
in July 2022 with consequential amendments,
the Company's qualification as a Venture Capital
Trust under section 274 of the Income Tax Act
2007 and the applicable financial reporting
framework. We also considered the Company’s
qualification as VCT under UK tax legislation.
• We enquired with the directors and
management concerning the Company’s
policies and procedures relating to:
– Identifying, evaluating and complying with the
laws and regulations and whether they were
aware of any instances of non-compliance;
– Detecting and responding to the risks of
fraud and whether they had any knowledge
of actual or suspected fraud; and
– The internal controls established to mitigate
risks related to fraud or non-compliance
with laws and regulations.
• We assessed the susceptibility of the Company’s
financial statements to material misstatement,
including fraud and considered the fraud risk
areas to the valuation of qualifying investments
and management override of controls. Our tests
included, but were not limited to:
– The procedures set out in the key audit matter
section above.
– Obtaining independent evidence to support
the ownership of investments.
– Testing journal entries and other adjustments
made during the preparation of the financial
statements.
– Obtaining independent confirmation of
bank balances.
INDEPENDENT AUDITOR’S REPORT > CONTINUED
3333
Audit response to risks identified
In respect of the above procedures:
• We corroborated the results of our enquiries
through our review of the minutes of the
Company’s Board;
• Audit procedures performed by the engagement
team in connection with the risks identified
included:
– Reviewing financial statement disclosures
and testing to supporting documentation
to assess compliance with applicable laws
and regulations expected to have a direct
impact on the financial statements;
– Assessing journal entries recorded during
the year and at period end to identify and
evaluate those with higher risk characteristics,
including unusual posting patterns or
account combinations;
– Evaluating the business rationale of significant
transactions outside the normal course of
business, and reviewing accounting estimates
for bias;
– Making enquiries of management concerning
the existence and status of actual and
potential litigation and claims.
– Challenging the assumptions and
judgements made by management in
its significant accounting estimates, in
particular those relating to the investments
valuation as reported in the key audit
matter section of our report; and
– Obtaining confirmations from third parties to
confirm existence of a sample of balances.
• We communicated relevant laws and
regulations and potential fraud risks to all
engagement team members, including
specialists, and remained alert to any
indications of fraud or non-compliance with
laws and regulations throughout the audit.
Other requirements
We were appointed by the Directors on 22 May
2025 for the audit of statutory financial
statements of the Company for the year ended
28 February 2025. The period of total uninterrupted
engagement including previous renewals and
reappointments of the firm is 2 years.
We did not provide any non-audit services which
are prohibited by the FRC’s Ethical Standard to
the Company, and we remain independent of the
Company in conducting our audit.
Use of our report
This report is made solely to the Company’s
members, as a body, in accordance with Chapter
3 of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state
to the Company’s members those matters we are
required to state to them in an auditor’s report
and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume
responsibility to anyone other than the Company
and the Company’s members as a body, for our
audit work, for this report, or for the opinions we
have formed.
The Company is required to include these financial
statements in an annual financial report prepared
under Disclosure Guidance and Transparency
Rules 4.1.15R to 4.1.18R. This auditor’s report provides
no assurance over whether the annual financial
report has been prepared in accordance with those
requirements
Ahmer Khan CA
(Senior Statutory Auditor)
for and on behalf of MHA, Statutory Auditor
London, United Kingdom
2 June 2026
MHA is the trading name of MHA Audit Services
LLP, a limited liability partnership in England and
Wales (registered number OC455542)
INDEPENDENT AUDITOR’S REPORT > CONTINUED
Income Statement
34
FOR THE YEAR ENDED 28 FEBRUARY 2026
All items in the above statement derive from continuing operations.
There are no gains or losses other than those disclosed in the Income Statement.
The total column of this statement is the Statement of Total Comprehensive Income of
the Company prepared in accordance with FRS 102 ‘The Financial Reporting Standard
applicable in the UK and Republic of Ireland’. The supplementary revenue and capital
columns are prepared in accordance with the Statement of Recommended Practice,
‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’ issued
by the Association of Investment Companies.
There were no items of other comprehensive income during the period.
Year ended 28 February 2026 Period ended 28 February 2025
Note Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
Gain on fixed asset
investments
- 670 670 - - -
Gain on current asset
investments
- 23 23 - - -
Income 90 - 90 - - -
90 693 783 - - -
Investment management fees 3 (31) (94) (125) - - -
Performance fee 3 - - - - - -
Other expenses 4 (176) (16) (192) (40) - (40)
(207) (110) (317) (40) - (40)
Profit/(loss) before tax (117) 583 466 (40) - (40)
Tax 5 - - - - - -
Profit/(loss) after tax (117) 583 466 (40) - (40)
Basic and diluted profit/(loss)
per Ordinary Share (pence)
(2.00)p 9.95p 7.95p - - -
Balance Sheet
35
FOR THE YEAR ENDED 28 FEBRUARY 2026
As at 28 February 2026 As at 28 February 2025
Note £'000 £'000
Fixed assets
Investments 8 4,592 -
Current assets
Debtors 9 670 144
Investments 8 3,003 -
Applications cash 646 2,086
Cash 92 -
4,411 2,230
Current liabilities 10 (747) (2,270)
Net current assets 3,664 (40)
Net assets 8,256 (40)
Capital and reserves
Called up share capital 81 -
Share premium account 7,749 -
Capital reserve – realised (114) -
Capital reserve – unrealised 697 -
Revenue reserve (157) (40)
Total equity 8,256 (40)
Net Asset Value per Ordinary Share 102.30p N/A
Funds raised from investors since the Company opened for new investment which have not been allotted as at year end.
The financial statements on pages 34 to 46 were approved and authorised for issue by the Board of Directors on 2 June 2026
and were signed on their behalf by
Jonathan Di-Stefano
Chairman
36
Statement of Cash Flows
FOR THE YEAR ENDED 28 FEBRUARY 2026
Year ended
28 February 2026
Period ended
28 February 2025
£'000 £'000
Reconciliation of profit/(loss) before tax
Profit/(loss) before tax 466 (40)
Gain on fixed asset investments (670) -
Gain on current asset investments (23) -
Investment income (90) -
Investment income received 87 -
Increase in debtors (523) (144)
(Decrease)/increase in creditors (83) 184
Outflow from operating activities (836) -
Cash flow from investing activities
Purchase of fixed asset investments (3,922) -
Purchase of current asset investments (5,120) -
Proceeds from disposal of investments 2,140 -
Outflow from investing activities (6,902) -
Cash flow from financing activities
Proceeds received from issue of ordinary share capital 8,092 -
Expense paid for issue of share capital (262) -
Movement in applications account (1,440) 2,086
Inflow from financing activities 6,390 2,086
Net (decrease)/increase in cash and cash equivalents (1,348) 2,086
Cash and cash equivalents at the beginning of the year 2,086 -
Cash and cash equivalents at the end of the year 738 2,086
Cash and cash equivalents comprise
Cash at bank 92 -
Applications cash 646 2,086
Cash and cash equivalents at the end of the year 738 2,086
37
Statement of Changes in Equity
FOR THE YEAR ENDED 28 FEBRUARY 2026
Called up
share
capital
£'000
Share
premium
account
£'000
Capital
reserve
- realised
£'000
Capital
reserve
- unrealised
£'000
Revenue
reserve
£'000
Total
£'000
Balance as at 25 June 2024 - - - - - -
Comprehensive income for the
period
Loss after tax - - - - (40) (40)
Total comprehensive income
for the period
- - - - (40) (40)
Balance as at 28 February 2025 - - - - (40) (40)
Comprehensive income for
the year
Profit/(loss) after tax - - (114) 697 (117) 466
Total comprehensive income
for the year
- - (114) 697 (117) 466
Transactions with owners,
recognised directly in equity
Issue of shares 81 8,011 - - - 8,092
Share issue cost - (262) - - - (262)
Total transactions with owners,
recognised directly in equity
81 7,749 - - - 7,830
Balance as at 28 February 2026 81 7,749 (114) 697 (157) 8,256
Share premium account represents premium on shares issued less issue costs.
The capital reserve - realised will include gains/losses that have been realised due to the purchase and sale of
investments, net of related costs.
The capital reserve - unrealised represents the investment holding gains/losses and shows the gains/losses on
investments still held by the Company not yet realised by an asset sale.
The revenue reserve represents the cumulative revenue earned less cumulative expenses.
38
Notes to the Financial Statements
FOR THE YEAR ENDED 28 FEBRUARY 2026
1. Accounting policies
Accounting convention
Puma AIM VCT plc (“the Company”) was incorporated
in England on 25th June 2024 and is registered and
domiciled in England and Wales. The Company’s
registered number is 15801440. The registered office
is Cassini House, 57 St James’s Street, London SW1A
1LD. The Company is a public limited company
(limited by shares). The Company's principal activities
and a description of the nature of the Company’s
operations are disclosed in the Directors’ Report.
The financial statements have been prepared under
the historical cost convention and in accordance
with the requirements of the Companies Act
2006, including the provisions of the Large and
Medium-sized Companies and Groups (Accounts
and Reports) Regulations 2008 and with FRS 102
‘The Financial Reporting Standard applicable in
the UK and Republic of Ireland’ (“FRS 102”) and the
Statement of Recommended Practice, ‘Financial
Statements of Investment Trust Companies and
Venture Capital Trusts’ issued in October 2019 by the
Association of Investment Companies (“the SORP”).
Monetary amounts in these financial statements
are rounded to the nearest whole £1,000, except
where otherwise indicated. The functional and
presentational currency of the Company is sterling.
Going concern
The Directors have considered a period of 12 months
from the date of this report for the purposes
of determining the Company’s going concern
status which has been assessed in accordance
with the guidance issued by the Financial
Reporting Council. The Directors have a reasonable
expectation that the Company has adequate
resources to continue in operational existence
for the foreseeable future and believe that it is
appropriate to continue to apply the going concern
basis in preparing the financial statements.
Cash and cash equivalents
Cash, for the purposes of the cash flow statement,
comprises cash at bank and applications cash.
Applications cash relates to funds raised from
investors since the VCT opened for new investment
which have not been allotted as at year end.
Investments
All investments are measured at fair value through
profit or loss. As the Company’s investments are
quoted, valuations are based on observable market
prices and do not involve significant judgement.
The Company’s investment portfolio is managed
in accordance with the investment policy set
out on page 16.
Income
Dividends receivable on listed equity shares are
brought into account on the ex-dividend date.
Interest receivable is recognised wholly as a revenue
item on an accruals basis.
Expenses
All expenses (inclusive of VAT) are accounted for on
an accruals basis. Expenses are charged wholly to
revenue, with the exception of:
• expenses incidental to the acquisition or
disposal of an investment and performance
fees charged to capital; and
• the investment management fee, 75% of which
has been charged to capital to reflect an
element which is, in the Directors’ opinion,
attributable to the maintenance or
enhancement of the value of the Company’s
investments in accordance with the Board’s
expected long-term split of return; and
• the performance fee which is charged to capital.
Performance fees
Performance fees are payable to the Investment
Manager, Puma Investment Management Limited,
and members of the investment management team
at 20% of the amount by which the Performance
Value per Share at the end of an accounting
period exceeds the High-Water Mark (being the
higher of 110p and the highest Performance Value
per Share at the end of any previous accounting
period) and multiplied by the number of Shares
in issue at the end of the relevant period.
At each balance sheet date, the Company accrues
for any performance fee payable based on the
calculation set out above.
Tax
Corporation tax is applied to profits chargeable to
corporation tax, if any, at the applicable rate for the year.
Reserves
Realised losses and gains on investments,
transaction costs, the capital element of the
investment management fee, performance
39
fee and taxation will be taken through the
Income Statement and recognised in the capital
reserve – realised on the Balance Sheet.
Unrealised losses and gains on investments will
be taken through the Income Statement and are
recognised in the capital reserve – unrealised.
Debtors
Debtors include other debtors and accrued income.
These are initially recorded at the transaction price
and subsequently measured at amortised cost, being
the transaction price less any amounts settled.
Creditors
Creditors are initially measured at the transaction
price and subsequently measured at amortised cost,
being the transaction price less any amounts settled.
Key accounting estimates and assumptions
The Company makes estimates and assumptions
concerning the future. The resulting accounting
estimates and assumptions will, by definition, seldom
equal the related actual results. The Directors do not
consider any estimates and assumptions to have a
significant risk of causing a material adjustment to
the assets or liabilities within the next financial year.
2. Income
Year ended
28 Feb 2026
Period ended
28 Feb 2025
£’000 £’000
Income from investments
Qualifying dividend income 83 -
Non-qualifying interest
income
7 -
90 -
3. Investment management
and performance fees
Year ended
28 Feb 2026
Period ended
28 Feb 2025
£’000 £’000
Investment management fee 125 -
125 -
Puma Investment Management Limited (“Puma
Investments”) was appointed as the Company’s
Investment Manager on 17 September 2024.
The appointment may be terminated by either
party on not less than twelve months’ written
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
notice; such notice not to take effect before
the fifth anniversary of the last allotment of
Shares. The Board keeps the performance of the
Investment Manager under regular review and is
satisfied with its performance during the year.
Under the terms of the Investment Management
Agreement, Puma Investments is entitled to an annual
management fee of 2.0% of the Company’s Net Asset
Value, payable quarterly in arrears and calculated
by reference to the relevant quarter-end Net Asset
Value. Management fees commenced on 28 March
2025, being the date of the first allotment of Shares.
The Investment Management Agreement also
includes a cap on the Company’s annual running
costs. This cap applies from the first accounting
period commencing after the fourth anniversary of
the first allotment of Shares. From that point, Puma
Investments has agreed to reduce its management
fee, if necessary to ensure that total annual running
expenses (excluding any performance fee and trail
commission) do not exceed 3.5% of Net Asset Value.
In addition to the investment management
fees disclosed above, during the year ended
28 February 2026, Puma Investment Management
Limited charged fees totalling £3,355 (2025: nil)
in respect of share issue costs.
4. Other expenses
Year ended
28 Feb 2026
Period ended
28 Feb 2025
£’000 £’000
Audit fees 39 12
Directors’ fees 27 -
Administration fees 22 -
Listing fees 21 -
Marketing fees 18 20
Tax compliance fees 9 3
Directors’ insurance 8 4
Professional fees 8 -
Other expenses
40 1
192 40
Puma Investments provides administrative services
to the Company for an aggregate annual fee of 0.35%
of the Net Asset Value of the Fund, payable quarterly
in arrears.
Directors’ fees paid in the year are disclosed in the
Directors’ Remuneration Report on page 22. The
Company has no employees other than Non-Executive
Directors (2025: none). The average number of Non-
Executive Directors during the year was 3 (2025: 3).
Auditor’s fees of £39,000 (2025: £12,000) have been grossed up in the table above to be inclusive
of VAT. No non-audit services were provided by the Company’s auditor in the year (2025: £nil).
Other expenses are made up of several smaller items.
5. Taxation
Year ended
28 Feb 2026
Period ended
28 Feb 2025
£’000 £’000
UK corporation tax charge for the period - -
Factors affecting tax charge for the period
Profit/(loss) before taxation 466 (40)
Tax charge calculated on profit before taxation at the
standard rate of corporation tax of 25% (2025: 25%)
117 -
Effects of:
Gains exempt from corporation tax (146) -
Dividend income not taxable
(21)
-
Expenses not deductible in the year/management
expenses carried forward
50
-
-
-
The corporation tax rate for the current year is 25% (2025: 25%).
The Company is exempt from corporation tax on realised capital gains provided it
continues to meet the conditions for approval as a Venture Capital Trust. Accordingly,
no corporation tax is recognised on capital gains or losses arising during the year.
As the Directors intend that the Company will continue to comply with the VCT regulations,
no deferred tax has been recognised in respect of realised or unrealised capital gains
or losses. No deferred tax asset has been recognised in respect of tax losses carried
forward, as it is not expected that these will be recovered against future taxable profits.
Year ended 28 February 2026
Revenue
£’000
Capital
£’000
Total
£’000
Profit/(loss) for the year
(117) 583 466
Weighted average number of shares 5,859,610 5,859,610 5,859,610
Profit/(loss) per share
(2.00)p 9.95p 7.95p
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
40
Comparative figures for the prior year have not been presented, as only a nominal
allotment of ordinary shares was made on incorporation, and the disclosure would
therefore not be meaningful.
This calculation is carried out in accordance with IAS 33.
6. Basic and diluted profit/(loss) per Ordinary Share
41
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
7. Dividends
No dividends were paid or proposed during the year (2025: nil).
8. Investments
(a) Movements in investments
Qualifying
investments
£’000
Non-qualifying
investments
£’000
Total
£’000
Book cost at 1 March 2025 - - -
Net unrealised gains at 1 March 2025
- - -
Valuation at 1 March 2025 - - -
Purchases at cost 3,922 5,120 9,042
Disposal proceeds - (2,140) (2,140)
Net unrealised gains
670 23 693
Valuation at 28 February 2026 4,592 3,003 7,595
Book cost at 28 February 2026 3,922 2,976 6,898
Unrealised gains at 28 February 2026
670 27 697
Valuation at 28 February 2026 4,592 3,003 7,595
(b) Gains/(losses) on investments
Year ended
28 February 2026
£’000
Period ended
28 February 2025
£’000
Unrealised gains in the year 697 -
Realised losses in the year
(4) -
693 -
(c) Quoted investments
Market value as at
28 February 2026
£’000
Market value as at
28 February 2025
Quoted investments
7,595 -
7,595 -
The Company’s investments are revalued at each reporting date and, until they are sold, any
unrealised gains or losses are reflected in the fair value of the investments. During the year
ended 28 February 2025, the Company was not trading and, accordingly, held no investments.
All of the Company’s qualifying investments as at 28 February 2026 were listed on
the Alternative Investment Market (AIM) or the Aquis Stock Exchange (AQSE).
42
The Company’s liquidity management strategy
focuses on the use of collective investment
schemes designed to provide liquidity and
capital preservation, while seeking to generate
a modest return on surplus cash balances.
Further details of these investments are disclosed
in the Chairman’s Statement, Investment
Manager’s Report, Investment Portfolio Summary
on pages 2 to 13 of the Annual Report.
9. Debtors
As at
28 Feb 2026
As at
28 Feb 2025
£’000 £’000
Debtors 644 131
Prepayments 26 -
Redeemable preference
shares
- 13
670 144
See note 10 for further details regarding the
redeemable preference shares.
10. Creditors
As at
28 Feb 2026
As at
28 Feb 2025
£’000 £’000
Accruals 101 171
Redeemable preference
shares
- 13
Applications cash 646 2,086
747 2,270
Redeemable preference shares were issued for
total consideration £12,500 to Puma Investment
Management Limited, being one quarter paid
up, so as to enable the Company to obtain a
certificate under s.761 of the Companies Act 2006.
Each of the redeemable preference shares carries
the right to a fixed, cumulative, preferential
dividend of 0.1% per annum (exclusive of any
imputed tax credit available to shareholders)
on the nominal amount thereof but confers no
other right to a dividend or right to vote except
where the rights of holders of the redeemable
preference shares are to be varied or abrogated.
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
On a winding-up, the redeemable preference shares
confer the right to be paid the nominal amount
paid on such shares but do not confer any right to
participate in any surplus assets of the Company.
The redeemable preference shares are redeemable
at any time at par by the Company. Each of
the redeemable preference shares which
are redeemed, shall, thereafter be cancelled
without further resolution or consent. These
shares were redeemed during the year.
11. Management performance
incentive arrangements
On 17 September 2024, the Company entered into
an Agreement with the Investment Manager such
that they will be entitled to a performance incentive
fee payable in relation to each accounting period,
subject to the Performance Value per Share being
at least 110p at the end of the relevant period. The
amount of the performance incentive fee will be equal
to 20% of the amount by which the Performance
Value per Share at the end of an accounting
period exceeds the High-Water Mark (being the
higher of 110p and the highest Performance Value
per Share at the end of any previous accounting
period) and multiplied by the number of Shares
in issue at the end of the relevant period.
The performance incentive structure provides a strong
incentive for the Investment Manager to ensure that
the Company performs well, enabling the Board to
approve distributions as high and as soon as possible.
The profit and loss expense for the period
in relation to this Agreement is £nil.
43
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
12. Called up share capital
14. Financial instruments
The Company’s financial instruments comprise its investments, cash balances, debtors and
creditors. The fair value of all the Company’s financial assets and liabilities is represented
by the carrying value in the Balance Sheet. Excluding cash balances, the Company held the
following categories of financial instruments:
As at
28 Feb 2026
As at
28 Feb 2025
As at
28 Feb 2026
As at
28 Feb 2025
£’000 £’000
Allotted, called up and fully paid:
Ordinary shares of £0.01 each 8,069,950 2 81 -
Allotted, called up and partly paid:
Redeemable preference shares of £1 each - 50,000 - 13
As at
28 Feb 2026
As at
28 Feb 2025
Net assets 8,255,552 (40,000)
Number of shares in issue for purposes of Net Asset
Value per share calculation
8,069,950 2
Net Asset Value per share 102.30p N/A
As at
28 Feb 2026
As at
28 Feb 2025
£’000 £’000
Financial assets at fair value through profit or loss 7,595 -
Financial assets measured at amortised cost 670 144
Financial liabilities measured at amortised cost (101) (184)
8,164 (40)
During the year, 8,069,948 shares were issued at an average price of 100.27p per share
(2025: 2 shares were issued at their nominal value). The consideration received for these
shares was £8.1 million (2025: £0.02p).
The rights attached to the Ordinary Shares have been disclosed within the Corporate Governance
Statement on page 26.
The redeemable preference shares were redeemed during the year, see note 10 for further details.
13. Net Asset Value per Ordinary Share
Management of risk
In carrying on its investment activities, the Company is exposed to various types of risk
associated with the financial instruments and markets in which it invests. The most
significant types of financial risk facing the Company are market risk, credit risk, interest rate
risk and liquidity risk. The Company’s approach to managing these risks is set out below.
44
Market risk
Market price risk arises from the risk that the fair value
of the Company’s investments may fluctuate due to
changes in market prices. This risk is driven by broader
market conditions and investor sentiment, which can
cause share prices to move independently of company
fundamentals, particularly for smaller companies.
The Company’s strategy for managing market
price risk is determined regarding the Company’s
investment objective and investment policy. The
Company seeks to build a diversified portfolio of
VCT qualifying investments, which may include
companies traded on AIM or AQSE, and it may also
hold permitted non-qualifying investments for
liquidity management purposes.
The management of market price risk forms part of
the investment management process. The Investment
Manager monitors market conditions and the portfolio
on an ongoing basis and reports to the Board, which
meets regularly to consider investment performance
and strategy. The portfolio is managed with an
awareness of the potential effects of adverse price
movements and other macroeconomic factors, such
as economic recession, changes in interest rates,
inflation and political uncertainty, with the objective
of maximising overall returns to shareholders.
As the Company’s qualifying investments are
traded on AIM or AQSE, valuations are based on
observable market prices. In accordance with the
Investment Management Agreement, investments
in AIM and AQSE traded companies are valued at
the prevailing bid price.
While the Company’s portfolio is currently focused
on quoted investments, investments in smaller
companies can be more volatile than larger listed
companies due to lower liquidity and changing
market sentiment. This risk can be mitigated to
a degree through diversification and ongoing
monitoring of investee companies and their
trading updates.
By value, 56% (2025: 0%) of the Company’s net assets
comprised quoted qualifying investments (valued
using observable market prices). A 20% decrease in
the bid price of these quoted investments at 28
February 2026 would have decreased net assets and
the total return for the year by £0.9 million (2025: N/A).
An equivalent change in the opposite direction would
have increased net assets by the same amount.
The sensitivity analysis is based on the year-end
position of the investments and so may not be
reflective of the year as a whole.
Fair value hierarchy
Financial assets and liabilities measured at fair value are
disclosed using a fair value hierarchy that reflects the
significance of the inputs used in making the fair value
measurements, as follows:
• Level 1 - Fair value is measured using the
unadjusted quoted price in an active market for
identical assets.
• Level 2 - Fair value is measured using inputs other
than quoted prices that are observable using
market data.
• Level 3 - Fair value is measured using
unobservable inputs.
Fair values have been measured at the end of the
reporting period as follows:
As at
28 Feb 2026
As at
28 Feb 2025
Level 1
Current asset investments 3,003 -
Fixed asset investments 4,592 -
7,595 -
The Level 1 investments have been valued using the
current quoted price.
Credit risk
As at
28 Feb 2026
As at
28 Feb 2025
Current asset investments 3,003 -
Other receivables 670 144
Cash at bank and in hand 92 -
Applications cash 646 2,086
4,411 2,230
Credit risk is the risk that a counterparty to a financial
instrument will fail to discharge an obligation or
commitment that it has entered into with the
Company. The Investment Manager and the Board
carry out a regular review of counterparty risk.
Where financial assets expose the Company to
credit risk, the maximum exposure is represented
by their carrying value.
The cash held by the Company at the year-end is
held in RBS and the applications cash is held at
NatWest. Bankruptcy or insolvency of the banks may
cause the Company’s rights with respect to the
receipt of cash held to be delayed or limited. The
Board monitors the Company’s risk by reviewing
regularly the financial position of the bank and
should it deteriorate significantly, the Investment
Manager will, on instruction of the Board, move
the cash holdings to another bank. Both banks
currently have a credit rating of A1.
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
45
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
Credit risk relating to current asset investments is mitigated by investing in a portfolio of
investment instruments of high credit quality comprising predominantly investment grade bonds.
Equity investments in investee companies do not give rise to contractual rights to receive cash
and are therefore not exposed to credit risk in the same manner as receivables. Instead, the
Company’s exposure in respect of equity investments is reflected through valuation and market
price risks, which arise from the performance of the underlying businesses. These risks are
managed through the same investment selection, due diligence and ongoing monitoring
processes applied across the portfolio.
Credit risk associated with other receivables is small due to the short settlement and the
contracted agreements in place.
Interest rate risk
Some of the Company’s financial assets are interest bearing. As a result, the Company is exposed
to fair value interest rate risk due to fluctuations in the prevailing levels of market interest rates.
The Company’s floating rate investments comprise cash held in interest bearing accounts. The
benchmark that determines the interest paid or received on the current account is the Bank of
England base rate, which was 3.75% at 28 February 2026 (2025: 4.5%).
The amounts held in floating rate investments at the balance sheet date were as follows:
2026 Rate status
Average
interest rate
Total
£'000
Cash at bank - RBS
Floating 0.00% 83
Cash at bank - RBS Floating 0.95% 4
Applications cash – NatWest Floating 0.00% 646
Balance of assets Non-interest bearing 8,270
9,003
2025 Rate status
Average
interest rate
Total
£'000
Applications cash - NatWest
Floating 0.00% 2,086
Balance of assets Non-interest bearing 144
2,230
If interest rates were 1% higher/(lower), this would only affect the cash held at bank earning interest
and the NAV would increase/(decrease) by £78. This is based on the cash balance at the end of the
year and not reflective of the cash balance over the year as a whole.
Liquidity risk
The Company’s financial assets include investments in companies traded on AIM, which are
typically smaller and may be less liquid than investments quoted on the main market. As a result,
there may be circumstances in which the Company is unable to realise certain investments
quickly, or at prices close to their fair value, in order to meet liquidity requirements or respond to
specific events affecting an individual issuer.
Liquidity risk is managed on an ongoing basis by the Investment Manager in accordance with
policies and procedures established by the Board. The Investment Manager monitors the portfolio
continuously, and the Board reviews the Company’s overall liquidity position on a quarterly basis.
Liquidity risk is further mitigated through diversification across investments and sectors.
In addition, the Company may hold non-qualifying investments for liquidity management
purposes. These investments are considered to be readily realisable, reflecting their high credit
quality, and are held to ensure that the Company can meet its ongoing obligations, including
accounts payable and accrued expenses, and fund investment commitments as they fall due.
46
15. Capital management
The Company’s objectives when managing capital
are to safeguard the Company’s ability to continue as
a going concern, so that it can provide an adequate
return to shareholders by allocating its capital to
assets commensurate with the level of risk.
The Company must have an amount of capital,
at least 80% (as measured under the tax legislation)
of which must be, and remain, invested in the
relatively high-risk asset class of small UK
companies within three years of that capital
being subscribed.
The Company accordingly has limited scope to
manage its capital structure in the light of changes
in economic conditions and the risk characteristics
of the underlying assets. Subject to this overall
constraint upon changing the capital structure,
the Company may adjust the amount of dividends
paid to shareholders, issue new shares, or sell
assets to maintain a level of liquidity to remain
a going concern.
The Board has the opportunity to consider levels
of gearing, however there are no current plans
to do so. It regards the net assets of the Company
as the Company’s capital, as the level of liabilities
is small, and the management of those liabilities
is not directly related to managing the return
to shareholders.
16. Contingencies, guarantees
and financial commitments
There were no commitments, contingencies
or guarantees of the Company at the year-end
(2025: none).
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
17. Related party disclosures
The Company has delegated the investment
management of the portfolio to Puma Investment
Management Limited. Further details of the
transactions with these entities are disclosed in the
Directors’ Report in page 19 and in note 3 of the
financial statements.
Transactions with Key Management Personnel
are disclosed within the Directors' Report from
pages 19 to 21.
18. Post Balance Sheet events
Post year-end, a further 1,933,601 shares were issued
for total consideration of £1.9 million.
Following the year end, the Company made one
new investment and one follow-on investment.
£0.3 million was invested into Light Science
Technologies Holdings plc, a business that designs,
manufactures and installs technology solutions
for clients in agricultural technology, passive fire
protection and contract electronics manufacture.
A further £0.1 million was invested as a follow-on
investment into Time To ACT plc.
47
Notice of Annual
General Meeting
Puma AIM VCT plc
THE “COMPANY”
Notice is hereby given that the Annual General Meeting of the Company will be held at Cassini House,
57 St James’s Street, London, SW1A 1LD, on 29 July 2026 at 10.00 a.m.
The purpose of the Annual General Meeting is to consider and, if thought fit, pass the following resolutions:
Ordinary Resolutions
1. To receive and adopt the accounts for the financial year ended 28 February 2026, together with the
reports of the Directors and Auditors thereon (the "Annual Report and Accounts 2026").
2. To re-elect Jonathan Di-Stefano as a director who retires in accordance with the UK Corporate
Governance Code and, being eligible, offers himself for re-election.
3. To re-elect Dr Lynn Drummond as a director who retires in accordance with the UK Corporate
Governance Code and, being eligible, offers herself for re-election.
4. To re-elect Eliot Kaye as a director who retires pursuant to the UK Listing Rules of the Financial Conduct
Authority and, being eligible, offers himself for re-election.
5. To re-appoint MHA Audit Services LLP (trading as “MHA”) as Auditors of the Company and to authorise
the Directors to determine their remuneration.
6. To approve the Directors' Remuneration Policy set out in the Directors' Remuneration Report in the
Annual Report and Accounts 2026.
7. To approve the report on the implementation of the Directors' Remuneration Policy set out in the
Directors' Remuneration Report in the Annual Report and Accounts 2026.
8. That, in addition to existing authorities, the Directors be and hereby are generally and unconditionally
authorised in accordance with section 551 of the Companies Act 2006 (“CA 2006”) to exercise all the
powers of the Company to allot ordinary shares of £0.01 each in the Company (“Shares”) up to an
aggregate nominal amount of £350,000, such authority to expire on the later of 15 months from the date
of the passing of this resolution or the date of the annual general meeting of the Company to be held in
2027 (unless previously renewed, varied or revoked by the Company in general meeting).
9. That, pursuant to article 150.1 of the articles of association of the Company, the Directors be and hereby
are generally and unconditionally authorised in accordance with that article and section 551 of CA 2006
to exercise all the powers of the Company to allot Shares in connection with the Company’s dividend
reinvestment scheme (the terms and conditions of which are set out on the Company’s webpage
48
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
at https://investor.pumainvestments.co.uk/venture-capital-trusts/puma-aim-vct/puma-aim-vct-
dividend-reinvestment-scheme) (“DRIS”) up to an aggregate nominal amount of £10,005, representing
approximately 10% of the share capital in issue as at 2 June 2026, such authority to relate to any dividends
which may be declared and paid by the Company in the period ending on the date of the annual general
meeting of the Company to be held in 2027, with such authority to expire on the date of that meeting
(unless such authority is previously varied or revoked by the Company in general meeting).
Special Resolutions
10. To authorise the Company generally and unconditionally to make one or more market purchases (within
the meaning of section 693(4) of CA 2006) of Shares provided that:
10.1 the maximum aggregate number of Shares that is purchased is 1,499,532;
10.2 the minimum price paid for a Share is £0.01;
10.3 the maximum price which may be paid for a Share (exclusive of expenses) shall be not more than an
amount equal to the higher of:
(i) an amount equal to 105 per cent of the average of the middle market quotations for a Share taken
from the London Stock Exchange Daily Official List for the five business days immediately preceding
the day on which that Share is purchased; and
(ii) the amount stipulated by article 5(6) of the Market Abuse Regulation (596/2014/EU) (as such
regulation forms part of UK law as amended);
10.4 the Company may validly make a contract to purchase Shares under the authority hereby conferred
prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of
such authority, and may validly make a purchase of Shares in pursuance of any such contract; and
10.5 unless renewed, the authority conferred by this resolution shall expire either at the conclusion of the
annual general meeting of the Company to be held in 2027 or on 26 October 2027, whichever is the
earlier to occur, save that the Company may, prior to such expiry, enter into a contract to purchase
Shares which will or may be completed or executed wholly or partly after such expiry.
11. That, subject to the passing of resolution 8 above, the Directors be and hereby are empowered (pursuant
to section 570(1) of CA 2006) to allot or make offers or agreements to allot equity securities (as defined
in section 560(1) of CA 2006) for cash pursuant to the authority referred to in resolution 8 above as if
section 561 of CA 2006 did not apply to any such allotment, such power to expire on the later of 15 months
from the date of the passing of this resolution or the date of the annual general meeting of the Company
to be held in 2027 (unless previously renewed, varied or revoked by the Company in general meeting).
This power is limited to the allotment of equity securities:
11.1 in connection with any offer for subscription;
11.2 in connection with an offer of equity securities by way of rights;
11.3 otherwise than pursuant to paragraphs 11.1 and 11.2 above, an offer of equity securities up to an
aggregate nominal amount of 20% of the issued share capital of the Company immediately
following closing of any offer for subscription referred to in paragraph 11.1 above.
12. That, subject to the passing of resolution 9 above, the Directors be and hereby are empowered (pursuant
to section 570(1) of CA 2006) to allot or make offers or agreements to allot equity securities (as defined
in section 560(1) of CA 2006) pursuant to the authority referred to in resolution 9 above as if section 561
of CA 2006 did not apply to any such allotment, provided such power shall expire on the date of the
annual general meeting of the Company to be held in 2027 (unless previously varied or revoked by the
Company in general meeting) and provided further that this power shall be limited to the allotment and
issue of Shares in connection with the DRIS up to an aggregate nominal amount of £10,005, representing
approximately 10% of the share capital in issue as at 2 June 2026.
13. That, subject to the approval by the High Court of Justice, the amount standing to the credit of the share
premium account of the Company, at the date the court order is made confirming such cancellation, be
and is hereby cancelled and the amount by which the account is so reduced be credited to a reserve of
the Company.
49
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
Amy Coburn
Company Secretary
Registered Office:
Cassini House
57 St James’s Street
London SW1A 1LD
Dated: 2 June 2026
BY ORDER OF THE BOARD
Information regarding the Annual General Meeting, including the information required by section 311A of the
CA 2006, is available from: https://adviser.pumainvestments.co.uk/venture-capital-trusts/puma-aim-vct
Notes:
(a) A member entitled to attend and vote at the meeting is entitled to appoint more than one proxy to
exercise all or any of his rights to attend, speak and vote in his place on a show of hands or on a poll
provided that each proxy is appointed to a different share or shares. Such proxy need not be a member
of the Company. A form of proxy is enclosed.
(b) A proxy need not be a member of the Company but must attend the Annual General Meeting in
order to represent his appointor. A member entitled to attend and vote at the Annual General Meeting
may appoint the Chairman or another person as his proxy although the Chairman will not speak for
the member. A member who wishes his proxy to speak for him should appoint his own choice of
proxy (not the Chairman) and give instructions directly to that person. If you are not a member of the
Company but you have been nominated by a member of the Company to enjoy information rights,
you do not have a right to appoint any proxies under the procedures set out in these Notes.
(c) Under section 319A of the CA 2006, the Company must answer any question a member asks relating
to the business being dealt with at the Annual General Meeting unless:
• answering the question would interfere unduly with the preparation for the Annual General Meeting
or involve the disclosure of confidential information;
• the answer has already been given on a website in the form of an answer to a question; or
• it is undesirable in the interests of the Company or the good order of the Annual General Meeting
that the question be answered.
(d) To be valid, a Form of Proxy and the power of attorney or other written authority, if any, under which it
is signed or an office or notarially certified copy or a copy certified in accordance with the Powers of
Attorney Act 1971 of such power and written authority, must be delivered to the Company’s registrars,
Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD. Alternatively, a
member can appoint a proxy or proxies electronically by registering the proxy with Neville Registrars
Limited at www.sharegateway.co.uk using the personal proxy registration code which will be set out in
your Form of Proxy. In each case, your appointment of proxy must be received not less than 48 hours
before the time appointed for holding the Annual General Meeting or adjourned meeting at which the
person named in the Form of Proxy proposes to vote. In the case of a poll taken more than 48 hours
after it is demanded, the document(s) must be delivered as aforesaid not less than 24 hours before
the time appointed for taking the poll, or where the poll is taken not more than 48 hours after it was
demanded, be delivered at the meeting at which the demand is made.
(e) CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy
appointment service may do so by utilising the procedures described in the CREST Manual. CREST
Personal Members or other CREST sponsored members, and those CREST members who have appointed
a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be
able to take the appropriate action on their behalf. In order for a proxy appointment made by means
of CREST to be valid, the appropriate CREST message must be transmitted so as to be received by the
Company’s agent, Neville Registrars (whose CREST ID is 7RA11) not less than 48 hours before the time
appointed for holding the Annual General Meeting or adjourned meeting. For this purpose, the time
of receipt will be taken to be the time (as determined by the timestamp applied to the message by the
CREST Applications Host) from which the Company’s agent is able to retrieve the message by enquiry
to CREST in the manner prescribed. The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(A) of the Uncertificated Securities Regulations 2001.
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NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
(f) In order to revoke a proxy instruction, a member will need to inform the Company using one of the
following methods:
• by sending a signed hard copy notice clearly stating the intention to revoke the proxy appointment
to the Company’s registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen,
B62 8HD. In the case of a member which is a company, the revocation notice must be executed
under its common seal or signed on its behalf by an officer of the company or an attorney for the
company. Any power of attorney or any other authority under which the revocation notice is signed
(or a duly certified copy of such power or authority) must be included with the revocation notice.
• by sending the signed notice as an email attachment to info@nevilleregistrars.co.uk.
In either case, the revocation notice must be received by the Company’s registrars, Neville Registrars
Limited, before the Annual General Meeting or the holding of a poll subsequently thereto. If a member
attempts to revoke his or her proxy appointment but the revocation is received after the time specified
then, subject to Note (g) directly below, the proxy appointment will remain valid.
(g) Completion and return of a Form of Proxy will not preclude a member of the Company from attending
and voting in person. If a member appoints a proxy and that member attends the Annual General
Meeting in person, the proxy appointment will automatically be terminated.
(h) Copies of the Directors’ Letters of Appointment and a copy of the current articles of association of the
Company will be available for inspection at the registered office of the Company during usual business
hours on any weekday (Saturday and Public Holidays excluded) from the date of this notice, until
the end of the Annual General Meeting, and at the place of the Annual General Meeting for at least
15 minutes prior to and during the Annual General Meeting.
(i) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company has
specified that only those holders of the Company’s shares registered on the Register of Members
of the Company as at 6.00 pm on 27 July 2026, in the event that the Annual General Meeting is
adjourned, on the Register of Members 48 hours (excluding weekends and public holidays) before
the time of any adjourned meeting, shall be entitled to attend and vote at the said Annual General
Meeting in respect of such shares registered in their name at the relevant time. Changes to entries
on the Register of Members after 6.00 p.m. on 27 July 2026 or, in the event that the Annual General
Meeting is adjourned, on the Register of Members less than 48 hours (excluding weekends and public
holidays) before the time of any adjourned meeting, shall be disregarded in determining the right of
any person to attend and vote at the Annual General Meeting.
(j) As at 2 June 2026 the Company's issued share capital comprised 10,003,551 Ordinary Shares. The total
number of voting rights in the Company as at 2 June 2026 is 10,003,551. The website referred to above
will include information on the number of shares and voting rights.
(k) Under section 527 of the CA 2006 (i) members representing at least 5% of the total voting rights
of all the members or (ii) at least 100 members who have a relevant right to vote and hold shares
in the Company on which there has been paid up an average sum, per member, of at least £100
(in accordance with section 527 of CA 2006) have the right to require the Company to publish on
a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts
(including the Auditor’s report and the conduct of the audit) that are to be laid before the Annual
General Meeting: or (ii) any circumstances connected with an Auditor of the Company ceasing to hold
office since the previous Annual General Meeting at which the annual accounts and reports were
laid in accordance with section 437 of the CA 2006. The Company may not require the members
requesting any such website publication to pay its expenses in complying with section 527 and 528 of
the CA 2006. Where the Company is required to place a statement on a website under section 527 of
the CA 2006, it must forward the statement to the Company’s Auditor not later than the time when
it makes the statement available on the website. The business which may be dealt with at the Annual
General Meeting includes any statement that the Company has been required under section 527 of
the CA 2006 to publish on a website.
(l) If you are a person who has been nominated under section 146 of the CA 2006 to enjoy information
rights (“Nominated Person”):
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NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
• You may have a right under an agreement between you and the member of the Company who
has nominated you to have information rights (“Relevant Member”) to be appointed or to have
someone else appointed as a proxy for the Annual General Meeting;
• If you either do not have such a right or if you have such a right but do not wish to exercise it,
you may have a right under an agreement between you and the Relevant Member to give
instructions to the Relevant Member as to the exercise of voting rights;
• Your main point of contact in terms of your investment in the Company remains the
Relevant Member (or, perhaps your custodian or broker) and you should continue to contact
them (and not the Company) regarding any changes or queries relating to your personal
details and your interest in the Company (including any administrative matters). The only
exception to this is where the Company expressly requests a response from you.
(m) A corporation which is a member can appoint one or more corporate representatives who may
exercise, on its behalf, all its powers as a member provided that no more than one corporate
representative exercises powers over the same share.
(n) A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation
of votes for or against the resolution. If no voting indication is given, the proxy will vote or abstain from
voting at his or her discretion. The proxy will vote (or abstain from voting) as he or she thinks fit in
relation to any other matter which is put before the Annual General Meeting.
(o) Except as provided above, members who have general queries about the Annual General Meeting
should call the Company’s registrars, Neville Registrars Limited, Neville House, Steelpark Road,
Halesowen, B62 8HD on 0121 585 1131 during normal office hours.
(p) Members may not use any electronic address provided either in this notice of Annual General Meeting,
or any related documents (including the Chairman's letter and proxy form), to communicate with the
Company for any purposes other than those expressly stated.
(q) Resolutions 2-4: Information about the Directors who are proposed by the Board for re-election at the
Annual General Meeting is shown in the Annual Report and Accounts 2026.
(r) Under section 338 of the CA 2006, shareholders meeting the threshold requirements set out in that
section, may, subject to conditions, require the Company to give to shareholders notice of a resolution
which may properly be moved and is intended to be moved at that meeting. A resolution cannot be
moved if it would be ineffective or if it is defamatory, frivolous or vexatious.
(s) Under section 338A of the CA 2006, shareholders meeting the threshold requirements set out in that
section may, subject to conditions, require the Company to include in the business to be dealt with at the
meeting a matter (other than a proposed resolution) which may properly be included in the business (a
matter of business). A matter shall not be properly included in the business to be dealt with at the Annual
General Meeting if it is defamatory, frivolous or vexatious.
52
NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
Explanation of Resolutions 10 to 13 to be proposed at the Annual General Meeting
On page 47 of the Report is the notice of Annual General Meeting which will be held on 29 July 2026. Set
out below is a brief explanation of the resolutions comprising special business to be proposed at the Annual
General Meeting.
Resolution 10
In certain circumstances, it may be advantageous for the Company to purchase its own shares. Resolution
10, which will be proposed as a special resolution, would give the Board authority from shareholders to do so.
Such authority will expire on the date of the Annual General Meeting to be held in 2027 or 26 October 2027,
whichever is the earlier. The Directors intend to exercise this power only if and when, in the light of market
conditions prevailing at the time, they believe that the effect of such purchases would be in the best
interests of the Company and shareholders generally. Any shares purchased in this way will be cancelled
(in which case the number of shares in issue will be accordingly reduced).
This resolution specifies the maximum number of shares which may be acquired (being approximately
14.99% of the Company’s issued ordinary shares as at 2 June 2026) and the maximum and minimum prices
at which they may be bought.
Resolution 11
The notice of Annual General Meeting includes a resolution (Resolution 8) which will be proposed to ensure
the Directors have authority to allot ordinary shares in the Company until the date of the Annual General
Meeting to be held in 2027 or 26 October 2027, whichever is the later, up to an aggregate nominal amount of
£350,000 (representing approximately 349.88 per cent of the issued ordinary share capital of the Company as
at 2 June 2026. Resolution 11 (which will be proposed as a special resolution) will empower the Directors to allot
ordinary shares under Resolution 8 in connection with any offer for subscription, offer of equity securities by
way of rights or any further offer of equity securities that may be issued by the Company without regard to any
right of pre-emption on the part of the existing shareholders.
Resolution 12
Resolution 12 will be proposed as a special resolution and seeks shareholder authority to empower the
Directors to allot ordinary shares under Resolution 9 in connection with the operation of the DRIS without
regard to any statutory pre-emption rights. The authority conferred by this Resolution 12 will expire on the
date of the Company's Annual General Meeting to be held in 2027.
Resolution 13
Resolution 13, which will be proposed as a special resolution, is a resolution to cancel, pursuant to the
Companies Act 2006 and the Company's articles of association, its share premium account at the date an
order is made confirming such cancellation by the Court, to create a pool of distributable reserves.
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INVESTORS
We recommend you speak to a financial adviser in the first
instance, as we cannot offer investment or tax advice.
If you have any other questions please contact us on
020 7096 8453 or email us at
clientrelations@pumainvestments.co.uk
ADVISERS
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help, and would be happy to discuss any of our offers in more
detail with you either by phone or by visiting your offices.
Please contact us on 020 7096 8451 or email us at
businessdevelopment@pumainvestments.co.uk
For further information, please visit
www.pumainvestments.co.uk
Cassini House
57 St James’s Street
London SW1A 1LD
Puma Investments is a trading name of Puma Investment Management Limited which
is authorised and regulated by the Financial Conduct Authority. FCA Number 590919.
Registered office address: Cassini House, 57 St James’s Street, London, SW1A 1LD.
Registered as a private limited company in England and Wales No. 08210180.