## ANNUAL REPORT ## & ACCOUNTS ## 2022 ## CONTENTS |  |  | | --- | --- | | Chairman’s statement | 2 | | F inancial highlights | 4 | |  |  | | Investment manager’s report | 6 | | Qualifying investments | 7 | | Liquidity Management Investments | 55 | | Investment portfolio summary | 56 | |  |  | | Directors’ biographies | 62 | | Strategic report | 63 | | Directors’ report | 65 | | Directors’ remuneration report | 68 | | Corporate governance statement | 69 | | Independent auditor’s report | 72 | | Income statement | 77 | | Balance sheet | 78 | |  |  | | Statement of changes in equity | 80 | |  |  | | Notice of annual general meeting | 89 | | Form of proxy | 93 | 1 ##  |  |  |  | | --- | --- | --- | | David Buchler (Chairman) | SLC Registrars | The Royal Bank of Scotland plc | | Graham Shore | Highdown House |  | | Stephen Hazell-Smith | Yeoman Way | PO Box 412 | | | Worthing | 62-63 Threadneedle Street | |  | West Sussex BN99 3HH | London EC2R 8LA | | Eliot Kaye | |  | | |  |  | |  | PI Administration Services Limited | PricewaterhouseCoopers LLP | | 10376236 | Cassini House | 1 Embankment Place | | | 57 St James’s Street | London WC2N 6RH | |  | London SW1A 1LD | | | Cassini House | |  | | 57 St James’s Street |  | Pershing Securities Limited | | London SW1A 1LD | MHA MacIntyre Hudson | 1 Canada Square | | | Statutory Auditor | London E14 5AL | |  | 6th Floor | | | | 2 London Wall Place | Howard Kennedy | Puma Investment Management Limited London EC2Y 5AU No 1 London Bridge Cassini House London SE1 9BG 57 St James’s Street London SW1A 1LD  Howard Kennedy No 1 London Bridge London SE1 9BG Puma VCT 13 plc Annual Report and Accounts 2022 # 2 Chairman's Statement ![img-0.jpeg](img-0.jpeg) David Buckler | Chairman # HIGHLIGHTS - Strong portfolio performance leading to an 17.76p per share increase in Net Asset Value - £22.4m raised in new equity through full subscription of the further fund-raising offer - Funds raised in the period are already 42% invested in qualifying holdings, 12% above the HMRC requirement of 30% for 28 February 2023, with all funds raised in prior periods having met their 80% qualifying investment target - Successful exit of TicTrac on 3 May 2022, delivering a 1.9x cash return. # INTRODUCTION I am pleased to present the fourth report and financial statements for Puma VCT 13 plc (the Company) for the year to 28 February 2022. # OVERVIEW The Company's Net Asset Value ("NAV") per share at the end of the year stood at 145.53p, an uplift of 17.76p (14.1%) from the same point in the previous year. This gain has arisen from a strong performance across a broad range of the Company's qualifying investments, which is particularly encouraging given the prevailing market conditions. Eight of the Company's qualifying holdings were written up in value, with two held at cost. Two of the Company's qualifying holdings were marked down in value and there was a small loss on the Company's non-qualifying holdings of listed securities. These movements, together with running costs, accounted for the overall NAV movement. The Company's profit for the year was £9.3m (2021: £4.4m). # FUNDRAISING During the year, the company undertook a further fundraising. The Company raised £22.4m during the year, with a further £14.8m raised after the year and meaning that the new offer has been fully subscribed. This gives the Company material additional deployable funds and will help spread fixed costs over a wider shareholder base. This leaves the Company in a good position to continue to develop a robust portfolio. The Company intends to re-open for another fundraising in the second half of the current year. # INVESTMENT ACTIVITY AND PORTFOLIO We are pleased to report that 2021-22 has been an active year for the Company with seven qualifying investments in this period, made alongside other Puma-managed funds. These investments were: £2.90m into Dewey, a software developer marketplace platform; £1.36m into Cameramatics, an international fleet and vehicle safety technology provider; £1.33m into Everpress, an e-Commerce marketplace for independent designers; £0.83m into Ron Dorff, a premium athlestone wear brand, a follow-on investment of £1.22m into Connectr (rebranded from MyKindiaFuture), a Human Resources technology company; a follow-on investment of £0.83m into Dymag, a manufacturer of specialist car and motorbike wheels; and a follow-on investment of £1.50m into Le Col, an e-commerce business selling premium cycling apparel. This brings the overall number of qualifying investments to twelve. Within the portfolio, the Company's holdings in Cameramatics, Oldmodem and Ron Dorff have generated valuation gains as the positions were adjusted from being held at cost to being held at market value. In all cases, the Company benefits from a defensive investment structure which has helped secure value. Connectr has continued to perform strongly and was written up accordingly, also benefitting from a favourable investment structure. Influencer, an influencer marketing business, has had an extremely strong performance with growth year on year of more than 200%. Together with positive sector movements, this has enabled a large write up in the value. TicTrac, the Company's health and wellness app investment, has also been written up in value, aided by the highly favourable deal structure the Investment Manager secured and prospects of a profitable sale. I am delighted to announce that, post year end, the Company successfully exchanged on a transaction to exit this position and realise gains. This transaction delivered a cash multiple of twice investment for the Company, equating to a 38% p.a. IRR. Two of the Company's qualifying holdings had smaller write-ups in value. Le Col has continued to perform well year on year, but revenue growth in the latter half has come with higher discounting. Open House, a pub business, has been impacted by the Covid-19 pandemic and the ensuing policy responses. Of their three sites, The Lightarman is trading strongly, another has recently been rebranded to The Arber Garden and is trading well after its relaunch. Lastly, a new site in White City, The Broadcaster, has opened successfully with good month on month growth. Hot Copper (formerly Knott End Pub Company), a pub business, has also been impacted by the Covid-19 pandemic and the ensuing policy responses and was written down to a conservative value. However, the business is robustly capitalised and has a strong, seasoned management team which remains optimistic about their long-term prospects. A second business to be written down in value was Dymag. Whilst its pipeline of orders has grown substantially in recent months, meeting demand continues to be impacted by supply chain and internal production delays. Post the balance sheet date, Dymag entered into a new strategic partnership with Hankuk Carbon Co. Ltd, in order to mass manufacture their state-of-the-art carbon composite wheels for the automotive industry. The partnership is expected to rapidly scale-up carbon composite wheel production, bringing higher volumes and cost efficiencies for the world's leading auto Original Equipment Manufacturers. Puma VCT 13 plc Annual Report and Accounts 2022 Puma VCT 13 plc Annual Report and Accounts 2022 ![img-1.jpeg](img-1.jpeg) NE The This adj. run can VC Pric and com and date the invest and hold OU With has rec sho grov orig und the dyn Com the The well we invest is c invest proc orig Dev Cha 23 M 54 ##   ### AS AT 28 FEBRUARY 2022 AS AT 28 FEBRUARY 2022   ## £52.35m 143.53p 17.76p Net Assets Net Asset per Ordinary Share Change in NAV/Share for the period Software & Computer Services ### 20% Media | | | | | | | 38% | Industrials | | --- | --- | --- | --- | --- | --- | --- | --- | | | £9.3m | 35.71p | | 14.1% | | | | | | | | | | 11% | | Leisure (inc.F&B) | |  | | Return per Ordinary Share | Increase in NAV/Share for the period | | | | | Consumer Goods ### 10%   ### 21% ## £21m 76% Cash available for new investments of NAV invested in qualifying investments  post the year end ## £22.4m 1.9x Software & Computer Services ### Cash raised during the year Realised return on holding in Tictrac post 19% the year end Media Industrials ### 6% ## £14.8m 67% 47% Leisure (inc.F&B) ### Cash raised post the year end Increase in qualifying portfolio value over cost 5% Consumer Goods ### 23%  Annual Report and Accounts 2022 Annual Report and Accounts 2022 6 7 ##  Rupert West Managing Director Increased fuel prices, caused generally by co-ordinated global  I’m delighted to see so much progress and value  creation within the Company’s portfolio over conversion to renewable energy sources. Whilst this may have the last twelve months and believe this is further  validation of our extremely hands-on approach  to portfolio management. demand coupled with supply-chain disruption; as a simple example,  There is no doubt that working to help our portfolio companies consumer goods – is being diverted for military use, just as it is as much as possible contributes towards more powerful and being called on for wind turbine manufacture. consistent results and exits. This is further evidenced by the recent realisation of the Company’s holding in Tictrac, which was acquired And whilst much of our society has now appeared to have ‘moved by the listed Canadian telehealth business, Dialogue, in May 2022. on’ from the Covid pandemic, sadly it remains very much with us. The sale of Tictrac provided an attractive money multiple and a Whilst the UK has had a fairly successful vaccination-and-exposure positive Internal Rate of Return for our investors. policy, we are seeing friction between surging demand and labour Successful force shortages. Hospitality, travel, logistics and construction have I do however need to add some caution when considering the all experienced operational challenges in recent months, and this current investment horizon as we remain in a particularly uncertain will not improve for some time. and challenging investment environment. As I cautioned last year, ## realisation the Covid era was “not a ‘conventional’ recession”, and the levels For China, holding on to its zero Covid policy and implementing of government support we saw, left several companies alive, but a series of rolling lockdowns of real severity is going to become weak, with very stretched working capital positions. Much of the more challenging as the rest of the world opens us. And with economy remains far from robust and it is now also being exposed China still such a large manufacturing hub, this cannot help but Pure  cause supply-chain disruption to Western producers and in turn,   ## Cremation   are, and will be, profound. In deciding to weaponise the privilege  of running the global reserve currency and freeze Russian dollar   assets, the US has made a very material move on the world stage. as diverting all our investment activity to gold miners (not permitted Puma VCT 13 invested £1.3m Surprisingly this has not been discussed widely in the mainstream within the VCT rules). On a medium to long-term basis, we are still as part of a £2.35m investment   ### Pure Cremation has been the driving force round by Puma funds into Pure Russia access to Russian dollar holdings, thereby signalling that investing into illiquid private companies, you’d better have an eye on  they were the US’s dollars all along. the medium to long term – if not for your own holding period, then behind the UK-wide adoption of direct The purpose of the investment for the people you want to sell the positions to. We believe that such a move will dissuade China from depositing ###   spare funds in US Treasuries, and subsidising consumers in the The world’s population is getting older, and not just in the West.  West through a depressed exchange rate (and correspondingly Ageing is very real for China as well. As populations age, spending alternative to traditional funerals, enabling  cheap exports). In the medium term that might boost the is diverted to saving (and then controlled dis-saving through ### loved ones to hold a more personal event reshoring of manufacturing in the West, but in the near term is  At the time of investment,   ### to commemorate the deceased’s life, away Pure Cremation was an squeeze on lower-income consumers. experience ever since 1990). established business with ### from a crematorium. Such a clear signal from the US may also hasten attempts by In summary, we are looking at an uncertain and high-risk backdrop. strong revenue growth, a clear China to develop a rival international settlement currency. This For new investment activity, we will maintain a genuine multi-sector  risks accelerating a split between a Western economic sphere investment approach, but will add consumer-facing positions a robust business plan. and a Chinese economic sphere – the implications of which would selectively - retaining our bias toward premium (higher-margin) be felt across global trade, supply chain management, logistics  Pure Cremation had already and tech. We believe it would also have permanent cost a clear cost-saving proposition. As ever, we will work extremely received a total of £5m of implications for Western producers and consumers. closely with the companies we back and help them hone their sales investment from other Puma messages and sales team structures to maximise their growth. VCTs in order to build its own purpose-built crematorium. Puma VCT 13 plc Annual Report and Accounts 2022 8 9  ### Puma Private Equity – the private OUR INVESTMENT VIEW equity division of Puma Investment ### Management Limited – worked in We are delighted to have supported partnership with the Pure Cremation ### Pure Cremation through these team throughout the period of ### investment, helping them execute a critical years of growth. We shall miss number of their strategic ambitions, ### having them in the portfolio but have  ### managed to realise a fantastic return • Expansion to Scotland and ### for our investors within a tight Northern Ireland ### timeframe. We wish Bryan and the • Implementation of a ### team the very best of luck as they comprehensive hiring plan and ### other organisational changes continue to grow their business.” • Expansion of marketing activities Rupert West Managing Director, Puma Private Equity • Building scalable processes, systems and reporting frameworks to support growth  introductions during this time, including to the company’s now ###  PURE CREMATION’S VIEW ### Puma has played a pivotal role in our ###  ## £7.35m robust systems and construct our Investment ###  ### Charlton Park. We are incredibly SECTOR ###  Direct Cremations ###  ### Cremation at the start of our journey.  LOCATION Pure Cremation revenues grew nearly 10x over Andover, Hampshire Bryan Powell the holding period and the company moved into CEO and Founder Pure Cremation  explore the abundance of strategic options available ESTABLISHED to it, including meeting with potential acquirors. 2015 An exit was secured for the Puma VCT funds in June 2021, with Puma VCT 13 achieving a 4x money multiple on its investment, resulting in an IRR of EXPANSION 71%. Distribution of the realised gains from this Nationwide exit has resulted in two interim dividend payments, collectively returning 11p per share to investors between December 2021 and March 2022. 1 Puma Private Equity is the private equity division of Puma Investment Management Limited 10 ![img-2.jpeg](img-2.jpeg) CASE STUDY # Looking to conquer the US Ron Dorff In 2020, the Puma Funds invested £3.59m into men's athleisure wear business. Ron Dorff, Aligning Swedish functionality with French style, Ron Dorff is a well-respected premium bodywear brand, having been voted one of the three best swimwear brands for men in 2020 by Vogue magazine. In February 2022, Puma Funds made a further investment of £1.67m, to enable the business to continue its overseas expansion, particularly in the US. QUALIFYING INVESTMENTS “ It is clear that premium fashion brands have had a turbulent time during the pandemic, but the sector is now starting to see a strong recovery. While there are still challenges in terms of inflation and supply chain constrictions, we believe that the sector will see positive revenue improvements during 2022.” Ben Leslie Puma Private Manager, Puma Private Equity® # SECTOR OVERVIEW According to the latest research from McKinsey, global fashion sales are on track to pick up some momentum this year, as restrictions start to ease, and consumers are freer to travel and resume their social lives in many key markets around the world.¹ While Ron Dorff has been affected by the pandemic like many other premium fashion brands, it is in a strong position to capitalise on any uptick in consumer demand, given the investments made over the last two years in both its people and its underlying capability. During the pandemic, while Ron Dorff physical stores were closed, the business had strong sales online, which were boosted by investments into a new ecommerce web platform, designed to optimise the shopping experience for customers in all countries. When Ron Dorff physical stores were able to re-open, the business had its strongest sales months throughout the summer. Sales from the retail store in Earlham Street, London, and in concession stores in Paris, were particularly good. In 2021, Ron Dorff opened further stores in the Royal Exchange, London, and Lower Manhattan, New York, and recently announced it plans to open three further stores in the US. ¹ McKinsey, The State of Fashion, 2022. ² Puma Private Equity is the private equity division of Puma Investment Management Limited. 12 13   ethical goals for the years ahead. From the people making the products to the fabrics it uses, right ###  through to how it minimises transport around the globe and its overall impact on climate. ## Claus and his growing leadership team  ## have made huge leaps forward in terms uses are recycled and can be easily recycled in the ## future. Recycled polyester in its swimwear, recycled of their geographic and propositional wool in its knitwear, recycled paper in its shopping ##  bags and online boxes, are just a few examples. ##   as possible to its warehouse outside Paris. 90% of ## and we are committed to helping them production is made in France (accessories), Italy ## (knitwear), Portugal (underwear, swimwear and continue on their journey.” sportswear) and Sweden (body care). All production  is transported by train or by truck. In addition, Ron Ben Leslie   Investment Manager, Puma Private Equity year-on-year revenue growth with successful are able to disclose the carbon footprint of freight, expansion into international markets, as well and it is actively working on reducing the as a number of collaborations and strategic environmental impact of transport. partnerships. While recent years have been more challenging, revenues have remained  strong and stable, and the investment into respect the rigorous labour laws of the European ###  ecommerce has enabled it to increase online Union. Suppliers outside the EU all adhere to Ron sales by more than 50%.  ## We are delighted to have Puma on The code stipulates minimum requirements for The investments we have made – which include working conditions, based on the International ## an additional investment of £1.67m in February  Labour Organization (ILO) and UN principles. This  ## includes the right of all workers to join trade unions, as a close business partner. Their  the right to a living wage, reasonable hours of ## focused on the US. support will allow us to continue to share work, safe working conditions and a legally binding employment contract. Child labour and all forms  ## our passion for what we do best – of discrimination are strictly banned. potential to maximise global expansion being ## providing customers with the leading a particularly attractive opportunity. ## premium bodywear product in the  ##  market – whilst enabling our geographic team, who bring a wealth of experience from ##   CEO     he was Managing Director at BETC Luxe. – Caroline Pannhasiri Caroline joined from The Kooples. Head of E-commerce and Digital – Ibrahim Rahni. Ibrahim joined from Serge Blanco.  14 15  There has been a huge growth in online shopping in recent years, along with an increasing awareness of ethical fashion and consumers’ desire to support grassroots businesses. A recent report by McKinsey, suggested that more and more people were buying clothing online before the pandemic, and that “behaviours that started before 2020 have become an established, even dominant, preference”. It goes on to suggest that there has been a secular shift in shopping patterns, with the result being that ecommerce is expected to account for 50% of purchasing in the UK clothing market in 2022, compared with 35% in 2021. Everpress is well-placed to capitalise on the growth of online shopping, which has been accelerated by ## CASE STUDY the pandemic, along with increasing awareness of ethical fashion.  ## Designing more The business has shown an impressive growth  year-on-year on average, and the business has  ## personalised There is a strong management team in place, and a clear business plan in a growing sector. We believe  ## clothing and buyer experience, and we are already working with Everpress on investments to improve its product. ## Everpress  CEO – Alex Econs Experienced entrepreneur with a background in graphic design and applying technology to improve sustainability within the industry. – Simon Backhouse ### In August 2021, Puma Funds invested £3.2m into Simon previously worked at Fiorucci, ASOS, Arcadia. ### Everpress, an online platform that connects consumers ### to unique and sustainable products from independent ### designers. Everpress started with a simple mission – ### to support grassroots creators and reduce waste in ###  ### fashion. Today, it provides a full-service solution through ###  ### which creators can upload their designs and create ### where the organisation already has ### campaigns – using the platform’s toolkit to choose ###  ### garment types, sale duration and prices – before ### and in terms of production.” ### launching to a global audience via Everpress’s website. Ben Leslie Investment Manager, Puma Private Equity. 1 McKinsey, Six Vectors of Success in Online Fashion, May 2021.  Puma Private Equity is the private equity division of Puma Investment Management Limited  16 17  Sustainability is at the heart of Everpress. It was formed to support the creator economy and democratise ###  fashion, and it has paid out more than £6m to individual ### artists using its platform since inception. Its campaigns Everpress is a platform synonymous are run solely on a pre-order basis, so that garments are ### with creativity and innovation. only produced once purchased, eliminating excess stock ### and wastage. This approach is estimated to have saved  over 336 million litres of water and 124,000 T-shirts from ### it has become the go-to platform for  ## changing lines for changing times of the year, is one of the creatives looking to showcase their CASE STUDY core principles behind the Ellen MacArthur Foundation, ### designs and engage with their ‘Make Fashion Circular’ campaign. In addition, Everpress ### audiences. Our funding will enable moved to 100% sustainable packaging in January 2021, ## with 90% of its garments sourced from ethical suppliers.  Continuing the Its goal is to increase this to 100% within the next ### increasing the tools available to 12 months, along with becoming climate and water- ### positive by 2025. Everpress has also started the B Corp creators and delivering a seamless ## development of application process. ###  ###  forward to partnering with the team ## Everpress has exciting plans for the future, which a premium London ###  includes onboarding more creators with a high following, and building out new tools to enable them to sell directly Ben Leslie ## to their own audiences. Investment Manager, Puma Private Equity venue collection Given the current macro-economic uncertainties, the company has pushed back some of its growth plans, ## Open House including US expansion, and for the remainder of this  product, processes and communication. ###  ### We’re thrilled to welcome Puma ### Open House is an independent hospitality business that ## £3.2m ###  ### Investment ### seeks to create iconic drinking and dining destinations in ###  (VCT 13 participation £1.5m) ### London’s most progressive neighbourhoods. The founding ### phase of Everpress’s growth possible. ### team behind the business are hugely experienced, having ### This investment will be instrumental SECTOR ### previously run the Cubit House Group pub chain, which has ### E-commerce Retail in ensuring Everpress is globally ### units in Pimlico, Chelsea and Belgravia, and they sold at a ### recognised as the place to discover ### LOCATION   London ###  ### In 2019, Puma Funds invested £5m to help the team secure ### scaling our charitable giving through ### venues in major redevelopment areas in London. At the time of ESTABLISHED ### the Everpress foundation.” 2016 ### the investment, the business ran The Lighterman in King’s Cross Alex Econs ### (Granary Square) and Percy & Founders in Fitzrovia. It was looking CEO, Everpress EXPANSION ### to secure new venues in areas that were being positioned as new International ### centres for retail, hospitality and day-to-day life. The investment ### has helped Open House to develop its existing properties and ### create a new venue – The Broadcaster at Wood Green.  Puma Private Equity is the private equity division of Puma Investment Management Limited  18 19  The Lighterman: ‘Pub of the Year’ – Top 10 Accreditation, The London Lifestyle Awards (2020/21) The Lighterman: Achievement – High Quality Food’, Hardens (2021) The Lighterman: ‘Dining Pub of the Year’, The Good Pub Guide (2021, winner) Percy & Founders: ‘Restaurant of the Year’, The London Lifestyle Awards  The Lighterman: ‘LABC Building Excellence Regional Awards’, (2017, winner) The Lighterman: ‘Top bar/pub food’, Harden’s (2017, voted No 2 for service,  No 1 for ambience and No 1 for overall  experience) by the restrictions imposed under the Covid-19 pandemic, and  The Lighterman: ‘Pub of the Year’, The  London Lifestyle Awards (2017, winner) people are returning to work and socialising once more. However, the short-term outlook for the sector remains mixed. The Lighterman: New London Awards, Commendation for Hotels & Hospitality  (2017) particularly since many left the sector during 2020/21. Recent months have seen improvements in vacancy rates, particularly  led to rising wage costs. In addition, with the ongoing political tensions in Eastern Europe, food, beverage and utility prices are rising rapidly, and these costs will need to be passed on to consumers. A recent survey by UK Hospitality among 340 businesses across the UK, indicated that prices would need to rise by an average of 10% this year, to cover the huge  increases in overheads faced by the industry. Open House has a very clear positioning, backed by a highly talented and experienced leadership team, who have a strong   demand. Forecasts suggest that while the value of the pub and focused and pragmatic business plan – while tested fully during bar market fell by £13.9bn (61%) in 2020, the market is expected the pandemic – shows a clear growth trajectory, and it has to grow by 51.8% in 2022, reaching a value of £22.4bn. The   period. While the business was not exempt from the challenges  brought about by Covid, one of its properties has just opened in the pub sector, stock remains relatively limited. following an extensive refurbish, and the latest property is well ahead of trading expectations. We believe it is building up a very sellable group.  UKHospitality survey of 340 hospitality businesses representing 8,200 venues, February 2022.  Lumina Intelligence UK Pubs & Bars Market Report, September 2021. QUALIFYING INVESTMENTS 20 21  Open House takes sustainability seriously, and always seeks to source its supplies from local or sustainable resources. ###   ### Clearly the last two years have been which guarantees the standardisation of all food sourcing ### quality, safety and operations, and ensures Open House highly challenging for the hospitality acts sustainably, as well as providing protection for the ###   ### meaning the food has been responsibly sourced, safely this storm skilfully. It emerged with an produced, and comes from crops and animals that have ###  been well cared for– which is good for both customers ###  and British farmers. ### which is well positioned for growth.” The Open House overall beverage philosophy has always been to work with small, craft and local suppliers as much Rupert West as possible. Beers are sourced from UK-based small craft Managing Director, Puma Private Equity breweries, including Braybrooke, Crate, Five Points, Harbour. About 90% of Open House wines comes from organic wine producers – the main suppliers being Bancroft, Dynamic Vines and A&B Vinters. As well as organic wines, 70% is also classed as biodynamic, where the wines are made ### by farming all components of the vineyard as one whole OPEN HOUSE’S VIEW  entity, eliminating the use of chemicals and using natural At King’s Cross and White City, the team have proved ### materials and composts.  their ability to contribute to the ‘place making’ being ###  Over the last year, Open House has concreted its relationship  with small, local and craft suppliers, having opted for East redevelopment sites in the world. Given the current have partnered with them. We have London Liquor Co as its house pour. All Open House’s gins macro-economic uncertainty, they are continuing ### found their interest and engagement are UK-based, and its whisky is predominantly from the UK. to look at additional opportunities, and are keen to And all juices are made fresh, with no additives, from its fruit obtain key new sites on favourable terms. in the day-to-day running of the business and veg supplier, 2-serve, which is based in New Covent ###  Garden Market, just a short distance from all Open House ### resourceful and supportive with ideas venues, again reducing emissions from transport. ## £5m ###  ### In addition, Open House works closely with LemonAid & Investment ###  we were having constant issues with (VCT 13 participation £1.8m) are better for the environment and better for the customer. ###  Over the last few years, Open House has worked with The ### through the Puma network unlocked Felix Project, a London-based food redistribution charity, SECTOR which sets out to feed those in London without access to Hospitality ### the issue within days.  every day, and 400,000 children are at risk of missing the ### I would highly recommend them as  LOCATION ###  project, as well as sending food that would normally go to London ### waste; this was especially the case during the pandemic, personable and human approach to all and the team were on-hand to help distribute the food. ### aspects of business operations one of ESTABLISHED ### 2015 their many strengths.” Ankur Wishart EXPANSION Co-Founder & Managing Director, Open House Further units in London REVENUE GROWTH %% ### 50 2020/21  Puma Private Equity is the private equity division of Puma Investment Management Limited  22 CASE STUDY # Building belonging across the world ## Connectr (formerly MyKindaFuture) Connectr is a market-leading HR tech platform that provides smart mentoring software to improve employee recruitment, retention and attainment. It was born out of a desire to help organisations improve D&I in their workforce, and Connectr's software has been developed to address key challenges in our labour markets: namely under-representation of minority and disadvantaged groups, skill shortages and increasing employee attrition rates. Puma initially invested £2.75m in August 2019 to support Connectr to develop its core product. Following impressive revenue growth in the following two years, Puma invested a further £6m across two investment rounds (October 2020 and December 2021) to capitalise on the expansion opportunities available to the company. ### SECTOR OVERVIEW The Parker Review was set up to improve levels of diversity and inclusion at large companies in the UK. First published in 2017 report set a target for every FTSE 100 company to have at least one director from a minority ethnic group on its board by 2021 with FTSE 250 companies given until 2024. This created a large pipeline of organisations looking to improve levels of diversity, board level, and throughout the wider organisation. The report highlighted the need for mentoring programmes as a tool that can "bring down ethnic barriers and empower talent". Recent analysis suggests progress is being made – certainly with larger organisations. According to EY 89 FTSE 100 companies had ethnic diversity on their boards (December 2021), companies 74 in November 2020. Indeed, research by FRC/Cranfield has highlighted that the Black Lives Matter movement has shifted the quality of the conversation, so that actions and initiatives are being reviewed with increased scrutiny. Mentoring programmes are increasingly seen as "important elements of the overall approach to ensuring the greater representation of ethnically diverse individuals at senior levels". " Given the continued focused on under-representation in organisation we believe the sector outlook for organisations that can fundamentally shift the dial on D&I is very healthy." **Ben Leslie** Investment Manager, Puma Private Equity 1 EY London, press release, March 2022. 2 Puma Private Equity at the private equity division of Puma Investment Management QUALIFYING INVESTMENTS 2524  Connectr is led and managed by a highly experienced  ### OUR INVESTMENT VIEW a market that is becoming increasingly noisy. In recent months it has increased its focus at board level for ### Connectr creates a positive social a coherent D&I strategy that sits around its core ### platform, and is focused on providing comprehensive  metrics that show where improvements are being ### and under-represented groups across made. Clients are seeing strong ROI on programmes ### the UK. Our latest investment allows  ### Connectr to continue setting the ### standards for its sector; further ### developing its market-leading mentoring ## 67% ### platform and supporting its clients to reduction in candidate renege rate ### attract the best talent to create an ### environment that enables people to ### thrive. We are delighted to continue ## 41% ### supporting Will and the team on the increase in diversity of hires ###  ### forward to seeing the company grow ### over the coming years.” ## 85% Ben Leslie average user engagement rate Investment Manager, Puma Private Equity It has already partnered with multiple blue- chip global employers to increase the diversity in the workforce, e.g. GE on its Next Engineers programme, National ### CONNECTR’S VIEW Grid, Heathrow. ### This new funding from Puma will enable  ### Connectr has had a number of notable blue-chip wins us to continue building on our success in the last year, including GSK, LinkedIn and the NHS, ###  and has a strong pipeline of opportunities for growth ### supporting diversity and inclusion in both in the UK and internationally. ### the wider workplace and achieving our It also has product extension plans for a number   ### of clients that grow with the employee lifecycle – goal –to reduce unemployment and Connectr’s sole purpose is to help improve rates of diversity CEO – Will Akerman from graduate to executive. It has already launched ### build a sense of belonging for all.” and inclusion across the global workforce. The purpose Experienced founder with a track record of scaling and a new workplace mentoring platform (“Connectr runs through everything it does, and it seeks to champion delivering exits.  Will Akerman  Connectr’s Founder – Rachel Morar and using the platform. meaningful employment itself. Rachel joined in 2013, background in corporate and third Connectr is in a growing sector, and has a number of sector sales.  clear exit routes available to it at the appropriate time. – Mark Edgeworth Shortlisted in the British HR Awards 2022 in the Technology Mark joined Connectr in 2022 from BeMyEye and has a track Company of the Year and Innovation of the Year categories. record of scaling SaaS sales and marketing functions.  – Ashley Taylor   26 27 ## CASE STUDY  ## Build and scale Ostmodern is a specialist in the management of digital  video-on- demand in the mid-2000s. The growth of digital  ## world class has disrupted sectors that were traditionally serviced in person, and are increasingly being serviced through video. The market is now enjoying new waves of rapid growth, with ## streaming products a proliferation of streaming platforms and media devices, and increasing demand from sectors outside the traditional  ## Ostmodern training courses. ## £2m ### Investment  (VCT 13 participation £0.5m) As part of our investment, we have worked closely with management to help nurture company culture, and ensure that the company’s vision permeates through the SECTOR ### Ostmodern is a digital product specialist and creative technology organisation to all employees. Software, Video-on-Demand, Content Management ### company. The team collaborates with businesses to develop We have looked to establish clear reporting lines and ### unique digital products and services. It has produced bespoke dashboards, to help the board better monitor performance LOCATION across all functions. UK, with commercial presence ###  in the US and the ### across the world, including Fox, ITV and hayU.  The next 12 months will be about achieving product ESTABLISHED ### Building on the management’s expertise in the video-on-demand  2007 ### sector, Ostmodern has developed a Video Management System The company also intends to deliver a number of product development updates, including faster integration and ### (VMS), Skylark, to enable content owners to better manage and EXPANSION reducing server costs for clients when using Skylark. ### commercialise their video content. In December 2020, Puma Funds International ### invested £2m in Ostmodern, to enable it to further develop the ### Skylark product and continue its transition from a service provider REVENUE GROWTH %% ### 3 2020/21 ###  ###  ### owners. The investment has also helped the company to establish ### a sales structure to commercialise the product internationally.  28 29   – Taylor Riese Taylor has sought to set up a scalable B2B sales structure to sell the Skylark product. He joined in July 2021, with ten years of commercial experience with Verizon, where he was MD of EMEA and India sales. The company has also hired two new sales representatives to cover EMEA and APAC. Head of Marketing – Lasharna Turner Lasharna joined in August 2021, to set up an omni- channel marketing function. Lasharna joined with ## CASE STUDY sector experience, to establish product messaging, improve the company’s understanding of its target market, and work closely with the new sales team to optimise lead generation. ## Driving new ##  standards in The pandemic has accelerated the use of digital across many facets of daily life, and ## content owners are increasingly looking to vehicle safety ### OUR INVESTMENT VIEW commercialise their content. Sectors such as sports, education and retail are expected ### We are delighted to be supporting to move in a similar direction to media ## CameraMatics ###   ### the serviceable market for Ostmodern. as they draw on their long-standing ##  (formerly known as Ostmodern is a relatively established business, with an experienced senior ### on the considerable growth of video-on- management team. While the pandemic ### demand that we are seeing worldwide. ##  MySafeDrive Limited) ### expected revenue growth, the company  adapted its go-to-market strategy, and has ### becoming increasingly important in maintained a healthy pipeline of clients for ###   ### to seeing the team lead the way in the ### During this period, our investment has  ### enabled the business to further develop rich media market.” ### solutions for businesses, designed from a deep understanding the product, reduce onboarding costs, Kelvin Reader ### standardise the product framework, and  Investment Manager, Puma Private Equity establish a sales and marketing structure, ### investment within seven months on average. Working across to better position its message to the ### target market and ramp up sales. Ireland, the UK and US, the business is positioned at the ###  ### OSTMODERN’S VIEW ###  1 ### Puma Private Equity is the private equity division  ###  of Puma Investment Management Limited ###  operators reduce risks and drive new safety standards. ### the value of a strong brand and a ### In 2021, Puma Funds invested £4.72 m into CameraMatics, ### company’s position within its marketplace. ### with the investment primarily focused on supporting the ### We feel the Puma team has real empathy ### additional expansion of the US branch of CameraMatics, ### for what we have achieved and the ###  ### potential for our Skylark Platform.” ### following recent successes in the UK. Tom Williams CEO, Ostmodern QUALIFYING INVESTMENTS  30 31 ###  ###  ###  ### will enable it to strengthen its position in ### the global market. With the adoption of ### IoT solutions by the telematics industry ###  ### OPEN HOUSE’S VIEW ### the company to capitalise on the growing ###    ### market opportunities globally.” According to Fortune Business Insights, the global  ###   related carbon emissions is not always straight Jonathan Wyles ### have partnered with them. We have found at $18.2bn in 2021, and is projected to grow to forward. Techniques to reduce the number of Investment Director, Puma Private Equity $67.38bn by 2029.This is fuelled in part by the vehicle journeys rely on actionable data insights ### their interest and engagement in the day-to- growth in online shopping, but also the need to  ###   encourage drivers to drive more economically,  which aren’t always obvious. The CameraMatics also being highly resourceful and supportive  cloud translates the big data from an array of ### with ideas and problem- solving. For and safety is expected to see sustained growth  ### CAMERAMATICS’S VIEW to support more optimised supply chains, and   reduce economic and environmental impacts. devices into actionable insights. These enable the IoT is the future. With the market growing ###   ###  calls through the Puma network unlocked  • Route optimisation and associated reduction ### In addition to the existing team, key hires have  the issue within days. in fuel costs  ###  ### • Reduced vehicular wear & tear, and associated I would highly recommend them as ###  – Darren O’Donohoe our software solutions.” reduction in servicing and parts. ###  Previously worked at Digicel. ### Mervyn O’Callaghan personable and human approach to all CameraMatics has also recently been selected by Head of UK Sales  CEO of CameraMatics the Bord na Móna to take part in its ‘Accelerate ### Previously worked at The Vehicle Group. aspects of business operations one of their Green’ programme, for businesses focusing on ### sustainability and climate action. many strengths.” Head of US Sales – Michael Menolascino Previously worked at SmartDrive. Ankur Wishart, Marketing Director – Richard J Moore Co-Founder & Managing Director, Open House Previously worked at Inmarsat.  Fortune Business Insights, April 2022.  Puma Private Equity is the private equity division of Puma Investments.  ![img-3.jpeg](img-3.jpeg) #### WHY WE'VE INVESTED CameraMatics provides a scalable customer-centric solution for fleet managers solving day-to-day issues that have been identified and resolved through CameraMatic's deep industry experience and knowledge. This focus on the key customer – the managers of commercial fleets – and the problems that they face is a key USP for the business. It has a consistent track record of winning large enterprise contracts, that utilise its scalable technology platform to solve real-world issues; and the further easing of travel restrictions has also improved sales performance. Recently, the company announced that Maritime Transport Limited, one of the largest transport and logistics operators in the UK, has chosen CameraMatics as its Fleet Safety and Telematics Partner. QUALIFYING INVESTMENTS #### AWARDS WON 2021 Technology Ireland Emerging Company of the Year 2022 – Nominated for EU Future Unicorn Award. CameraMatics Co-Founder and CEO, Mervyn O'Callaghan has been named 'Founder of the Year' 2021 by Enterprise Ireland as part of its prestigious High Performance Start-Up (HPSU) programme. CameraMatics was a finalist in the Business Car Awards 2021, shortlisted for the Risk Management and Safety Award. Prestige Awards 2021 Technology Solutions Specialist of the Year. #### KEY PLANS FOR THE FUTURE The business has made large investments into the Sales and Marketing teams in 2021, and the sales and order pipeline is growing strongly. The plan for 2022 and beyond is to continue the international expansion. £4.72m Investment (VCT 13, participation £1.96m) SECTOR Fleet and Safety Technology LOCATION UK and Ireland ESTABLISHED 2016 EXPANSION US REVENUE GROWTH FY21 to FY22 ![img-4.jpeg](img-4.jpeg) CASE STUDY ## Matching growing for soft talent Deazy Deazy is a platform that backed growth company developers, through inter project requirements. For invested £5m of equity in enable the business to s it could accelerate its grow down on the functionality out its own software de 34 35  Deazy is continuing to develop further its platform  develop new features to assist in capturing further value from customers. It is also building out its sales and customer success teams to drive new sales as well and expanding revenue from existing clients. Deazy will look to target customers where higher margins can be achieved. ### OUR INVESTMENT VIEW ### The global demand for developers is vastly ###  ###  ### connects companies to software developers ###  ### impressive growth to date. ### Andy has built a fantastic team and platform with ###    ### has an attractive opportunity to capitalise on ## Given the continued penetration of all things digital into  £5m ###  all aspects of our business and professional lives, it’s no its current market, achieving impressive revenue growth Investment surprise that globally there continues to be a shortage of 270% in 2021 – with December 2021 being its highest (VCT 13 participation £2.9m)  of access to skilled software developers. According to grossing month to date. The company has done this by ### to grow and develop the business during the the Recruitment & Employment Confederation (REC), growing with existing customers and expanding into new SECTOR programmers and software development professionals segments, with increased stickiness and margin as a result.  Technology is the third highest occupation with worker shortages Deazy operates in a market with strong fundamentals in the UK, and both Brexit and the pandemic did little but Kelvin Reader driven by the shortage in supply of software developers. increase the demand further for this talent pool in the UK. Investment Manager, Puma Private Equity  LOCATION In addition, the introduction of IR35 tax legislation, terms of how it aggregates supply. It achieves this through London to identity all those contractors who were working as working with delivery partners instead of freelancers, ‘disguised’ employees, has further reduced the available and it’s attractive, since it enables organic scale, given freelance software resources when companies need delivery partners can build out their teams to service ESTABLISHED ###  them. Platforms such as Deazy’s, that enable talent to more demand from Deazy’s customers. 2016 be searched and matched to projects, have seen ### There has long been a shortage of development It is our belief that the experienced management team have a surge in demand. ### a clear understanding of their target customers’ needs and EXPANSION  how to scale up the delivery partner ecosystem, and we are UK  ### accelerated sharply since the pandemic and therefore backing a clear and coherent growth strategy. Deazy has recently recruited an experienced Chief ###    REVENUE GROWTH ### the delivery of a market-leading platform experience, %% The investment from Puma will enable us to ### 169 Deazy is committed to smashing stereotypes, breaking 2020/21 and explore additional opportunities to drive revenue ### scale our commercial teams on both sides of the inequality, and rejecting discrimination. As a tech business expansion through the platform. ### it is really proud to showcase its female talent. The majority  female product team is a rare sight in the tech industry, ###  which is made up of 75% men, and the organisation is providing lots of support to help women succeed in tech Andy Peddar and provide role models for the industry. CEO and Co-founder of Deazy 1 Puma Private Equity is the private equity division of Puma Investment Management Limited  36 ![img-5.jpeg](img-5.jpeg) ![img-6.jpeg](img-6.jpeg) ![img-7.jpeg](img-7.jpeg) CASE STUDY # Riding high from demand for performance cycling apparel ## Le Col Le Col has a very clear ambition to be the pre-eminent performance cycling apparel company in the world. In 2018, Puma Funds invested £2.35m to support Le Col's initial growth plans, and following continued strong performance, a further £4m was invested in 2020 and February 2022. This additional investment was to fuel the company's overseas expansion as well as its sales and marketing efforts, which have significantly raised the brand's profile over the last two years. ### SECTOR OVERVIEW According to research published by the Bicycle Association, the UK cycling market was worth £2.31bn in 2020 – an increase of 45% over 2019.¹ Cycling has seen a renaissance since the Covid-19 pandemic struck, given much of the leisure sector was closed for a considerable period and people looked to alternative options for their exercise. According to Mintel, more than 1 million extra adults starting cycling in 2020, and there was a 57% rise in the number of children cycling in the summer of 2020 compared to the previous year, so we are seeing rising participation rates among adults and children, which have continued throughout the pandemic.² In addition, fuelled by the growing interest in climate change and reducing our carbon footprint, the e-bike market has also seen sales surge, with Forbes³ suggesting that in European countries, by 2030 17 million e-bikes will be sold a year, which is more than twice the number of passenger cars being registered currently in the EU. Overall, the cycling sector in terms of participants as well as participation rates looks to be on the increase, which is good news for organisations such as Le Col. ### KEY PLANS FOR THE FUTURE Le Col continues to invest heavily in its product, with additional line extensions, as well as more R&D into materials and cuts that help improve the performance cycling kit. Even the smallest changes can make a difference to how long and how fast riders can go, which in trials and events can have significant impacts on results. Le Col is also looking to continue its international expansion, with investment into the US and Europe in particular, where the overall cycling markets are continuing to grow. ¹ Bicycle Association press release, UK cycling market: value at £2.31 billion in 2020, reports 84 – Business – 4.6 billion ² Mintel, UK Cycling Report 2021, UK Cycling Market Report 2021, 2.1 billion costs ³ Forbes website, E-Bike Sales To Grow From 1.7 Million To 17 Million Per Year By 2020, Fares and Industry Exports, Forbes.com QUALIFYING INVESTMENTS 38 39  Le Col has worked on several projects that encourage people to cycle and to live a more active and healthier  ### discount on its products, when people  completed 250 minutes of recorded ## activity within a challenge period, and  it regularly works with Strava on ##  incentivising exercise and challenging yourself to do more activity. ## growth since our initial investment. Le Col is also passionate about ##  women’s cycling, and helping deliver ## female riders to the biggest stages in pace internationally by delivering on the sport. It has recently tripled its ## its proposition of performance-led investment in cycling team Le Col – Wahoo - who will be participating in ##  the Women’s Tour de France in 2022, ## and has agreed investment for a cycling. Its sponsorship of leading further two years, so the team can ## women’s and men’s cycling teams is continue to build. ## also helping the brand gain traction  ## The team have secured a number    ##  Le Col has seen explosive growth over recent years Head of Product Development – fuelled in part by renewed interest in the cycling ## holds for Le Col in 2022 and beyond.” Jennifer Choi, (ex Rapha). sector, but also because of the quality of its product, which has helped deliver results, Harriet Rosethorn Digital Director – Andrew Longley particularly for competitive cycling. The business Investment Manager, Puma Private Equity (ex Asics, Ben Sherman). has an impressive management team who are  investment in brand and sponsorship is starting to pay dividends, with an increase in brand awareness and salience. ###   ambassadors, including Victoria Pendleton and ## I am pleased with the support from Bradley Wiggins, and has secured a number of ## strategic partnerships – including with McLaren,  to develop high-performance materials that deliver ## again and again and push us to the a step change in aero- cycling apparel. ##  Le Col will also be returning to the cycling World Tour this year, with a new deal to become the ##  technical clothing provider for Bora-Hansgrohe, ## in a deal that sees the two parties embark on a our business globally.” three-year journey together. Yanto Barker Le Col Founder and CEO 1 Puma Private Equity is the private equity division of Puma Investment Management Limited QUALIFYING INVESTMENTS 40 41 ## CASE STUDY  Tictrac’s sole purpose is to drive better engagement in people’s health and wellness; it has a ## Engaging employees huge amount of data from a number of large organisations it works with. It suggests huge successes in terms of employee ## for a healthier future  ## Tictrac ## 65% increase in completed health assessment ### Tictrac is a provider of wellbeing software and services that are  ### designed to engage, inform and enable businesses to take better There is no doubt that the pandemic brought about change to many ## industries, but none more so than those dedicated to employee health and 52% ### care of their employees’ health and wellbeing. wellbeing. The toll that the pandemic took on many people’s mental health, uptake of customers  onboarded to wellness ### It provides exclusive content to its users, as well as taking  programmes  being placed on holistic and mental health and wellbeing. In a recent survey by JLL, 86% of employers in the UK stated they were changing their ### feedback and action plans. Tictrac has gathered powerful evidence approach to employee health and wellbeing as a result of Covid-19, and that use of its platform reduces sedentary behaviour among large more than half of US companies are now providing dedicated mental and ## 40%  ### workforces, with associated positive outcomes for engagement increase in health  engagement ### and wellbeing. Tictrac’s main customers are large insurance In addition, a number of companies are now increasingly looking at data companies, such as Aviva, Allianz, Prudential, Generali Employee and wearable tech, to see how they can better support their workforce. Apps that can track cognitive function and help deliver personalised insights, ###  competitions that seek to incentivise collective health and wellbeing, along with tailored health programmes and digital coaching, are all being In 2020, Puma Funds invested £5m in Tictrac, to capitalise on considered by companies, large and small. It’s no wonder then, that some forecasters estimate the market for employee wellness software to be ### the technology investments made, and build out itsdistribution worth $370m by 2026. ### and content provision. On 3 May 2022, the Company ### successfully exchanged on a sale of this position and realise ### gains. This generated a cash multiple of nearly twice investment 1 JLL, Future of work, The new ways companies are investing in ### for the Company, equating to a 38% p.a. IRR. employee wellbeing (jll.co.uk)  Global Employee Engagement Software Market Size to reach around 370 USD Million by 2026 with CAGR of   42 43 ### OUR INVESTMENT VIEW ### Increasingly we need to take greater ### responsibility for our own health. Thanks to ###   ### to do on a day-to-day basis. We have been Tictrac plans to continue building ### consistently impressed with Tictrac’s ability upon its established relationships ### with the large insurers. As employee   ### which in turn will help alleviate some of the holistic and further embedded into ### organisations beyond the key pressures our health services continue to face. pension/life/health insurance ###  provision, the ability to provide ### support Tictrac’s pivotal work in helping the meaningful engagement and data ### with employees’ health will be key.  ### to aiding the company’s continued growth over ### the coming years.” ## £5m Rupert West Investment Managing Director, Puma Private Equity (VCT 13 participation £1.85m) SECTOR Software Computer Services ### TICTRAC’S VIEW LOCATION ###  London ### role and responsibility in supporting the health ### of their workforce. And while businesses are ESTABLISHED ### 2010 focused on sustaining retention and productivity ### – particularly with so many people working ###   EXPANSION remotely – they are now tasked with trying to  Tictrac has made a number of new hires recently, including Europe, Asia and US ###   the appointment of James Henson as Chief Product and its customers and their employees. Over the last few years  striking a healthy work-life balance. Funding the company has built strong relationships with a number BorrowMyDoggy and Moonpig. ### from Puma has allowed us to bring this product  ###   to include more bespoke content and additional services. • Innovator of the Year, British Small Business ### business.The aim at Tictrac is to inspire people to The founders have assembled a strong management team, Awards 2018 ### which they continue to add to with new specialist skills, and  • Hottest Health Tech Start-up Finalist, European they have gained a strong foothold in an industry that has ###  Tech Start-up Awards 2018 seen a surge in interest in recent years. ###   Tictrac continues to win new clients – Howdens was ### platform will help achieve that.” The Puma Private Equity team successfully realised its a notable win in 2021– and it has a number of pipeline position held in TicTrac on 3 May 2022, delivering a 1.9x developments with clients across Europe and Asia. Martin Blinder cash return. CEO and Co-founder of Tictrac 1 Puma Private Equity is the private equity division of Puma Investment Management Limited  44 CASE STUDY # Designed for high performance ## Dymag Dymag is a British designer and manufacturer of high-performance car and motorbike wheels, which was founded in 1974 by Max Bostrom. The company has been making carbon motorcycle wheels since 1995, and carbon-hybrid automotive wheels since 2004, and considers itself a racing and road pioneer. The business continues to grow its presence, both in aftermarket wheels using relationships with several leading US distributors, and through project work with several leading performance 'original equipment manufacturers' (OEMs). Puma Funds have made a number of investments into Dymag: £3.6m in December 2018, £1.2m in February 2020, £1.7m in October 2020 and £1.5m in October 2021. These investments have been made to improve scale and reduce production costs – particularly of carbon-hybrid automotive wheels, which are seeing significant demand growth. ### SECTOR OVERVIEW Removing surplus weight from vehicle components, or 'lightweighting' as it is known, is very important in automotive technology. It interacts well with two current global megatrends – emissions reductions, and the global push towards electric vehicles (EVs). Lighter vehicles use less fuel, and EVs are powered by large, heavy batteries, meaning that any weight saving amongst the rest of the vehicle components is a premium. Lightweight wheels can allow substantial weight savings in other parts of a vehicle, due to the principal of 'un-sprung mass'. Wheels are un-sprung mass, and 1kg of weight saved in the wheels of a vehicle can allow up to 8kg to be reduced elsewhere. This multiplier of up to 8x increases the premium on the wheels. Given these dynamics, the carbon wheels market is estimated to grow at over 32.3% CAGR between 2020 and 2026.¹ ### SUSTAINABILITY Lightweighting is an important part of emissions reduction for internal combustion powered vehicles, and also a critical step for the enhancement of electric vehicle technology. ### KEY PLANS FOR THE FUTURE During what was a challenging time during the Covid pandemic, Dymag won over 20 niche OEM wheel projects in the UK and USA, and signed long-term supply contracts for BX-F™ carbon rims with 14 aftermarket wheel brands worldwide. Its focus continues to be on securing strategic distribution, and it is working on several other niche wheel brands deals in Switzerland, the UK and Latin America, which will they are aiming to announce later this year. QUALIFYING INVESTMENTS ¹ (https://www.gminsights.com/industry-analysis/carbon-wheels-market) - error performance/crossall functions.  4746 Investments into the management team have been made throughout the life of the investment. Tom de Lange joined as CEO in October 2019 from Dyson, and is a key part of moving the company forward. Tom Ellaway – joined in March 2022 as Head of Sales and Marketing.  and manufacturing teams, and a Manufacturing   quality standards remain constant as the company moves to multiple shift patterns. ## CASE STUDY  Dymag is a notable player in its rapidly growing  ### OUR INVESTMENT VIEW property around its technology and manufacturing ## Continuing to processes, which acts as a substantial barrier ###  to entry for competitors. ### disrupting the carbon wheel market. ## Dymag has seen some revenue growth, as its build more ###  customer base and channels to market have ### increased. YOY growth is averaging 35% over the  ## past two years, which is impressive, given the meaningful ### having continued success in securing restrictions of supply chain throughout the ### Covid-19 pandemic environment. a number of new contracts and ## strategic partnerships worldwide. connections Puma Funds’ investments into Dymag have ###  We believe it’s well-placed to in production processes to lower unit cost, including ### accelerate its growth and establish ## relocation to a new factory in Chippenham, which  ### was open and fully operational by mid-February itself as one of the pre-eminent 2021. Investment has also been used to develop ### leader in this market.” a more sophisticated sales and marketing function, to increase the product range and to reduce Jonathan Wyles dependence on external suppliers. Investment Director, Puma Private Equity ###  Dymag is well positioned to capitalise on the ### in delivering campaigns across social media platforms. predicted growth in the carbon wheels market. ### Since the company started in 2017, it has built an impressive client ### OUR INVESTMENT VIEW ### list including Google, Amazon, Levi’s, Starbucks, SharkNinja and 1 Puma Private Equity is the private equity division ### of Puma Investment Management Limited With the robust product foundations ### PrettyLittleThing, and has strong relationships with agencies ###  MediaCom, Ogilvy and Havas. ###  ### Puma Funds invested £3m in August 2019 to drive innovations ###  ### and increasing output. The additional on its proprietary social media platform – Waves – and help the ### investment from Puma will enable us to organisation expand its global presence. Waves is leading the way ###   ###   ### Tom de Lange  CEO, Dymag ### be able to integrate with its Creator Market place API.  48 49   made a number of key hires to its  – Suzanne Burrows Suzanne is a very experienced CFO, with  the media space. – Rafael Franco Rafael has a vast amount of tech experience in the adtech space (previously at Unruly).     Group Operations – Alice Judge-Talbot a marketing channel, and the sector is forecast to into uncertain economic times, the ability to ensure your brand Alice has experience managing key be worth more than $16.4bn in 2022. Increasingly,  accounts across marketing agencies brands are seeking to connect more deeply and has a robust platform that enables brands to measure more including uding Billion Dollar Boy. on a wider range of topics with their audiences,  and research has highlighted that 75% of brand   Olly Gosling as Strategy Director.  who leads the company as CEO, and YouTuber and creator Caspar    understanding of the creator landscape, and ensures the company is not a new phenomenon. History is littered with attracts the best creators, as well as working with leading brands. examples of celebrities lending their ‘brand’ to other Together they lead a highly motivated and highly skilled organisations – from David Beckham (Brietling, management team, whose knowledge and understanding of the Sainsbury’s, Samsung, H&M and Coty) to Roger fast-moving sector has been hugely impressive. Federer (Gillette, Rolex, Uniqlo). Social media At the point Puma Funds was invested, the revenue growth was platforms have, however, enabled those that are 420% and despite the many challenges faced by the Covid-19 relatively ‘unknown’ to enter the arena, and to pandemic, the company grew nearly x3 in 2021-22. Ben, Caspar and    space, is pivotal in being able to capitalise on the continued growth A good example is Molly Mae Hague (Beauty Works this sector is experiencing. and PrettyLittleThing), who having taken part in a TV programme has amassed so many followers,   springboard its growth in the US, the Middle East and Europe, where   marketing enables brands to deliver content to     1 marketing space, but it also means the business will be able to   distribute content directly through the Facebook and Instagram networks and their wider digital portfolios. The business has grown to more than 70 people, and has opened   50 51 ###    ### Influencer marketing plays a pivotal and was designed to be an inclusive workplace ### from Day 1. The team believe that the growing part of marketing teams’ budgets  ###  the communities they serve, and they ### aim to provide inclusive and accessible  services for all. They have also worked hard ### seeking more meaningful connections to outline the steps they can take as an ### with their customers. Working with organisation to continue to improve, and ### have made a number of public pledges in influencers who have strong relationships this regard. ###  ###    ### is a great way for marketeers to achieve  ###  • Listed as one of Campaigns 2021 Best ### growth in the sector. Finding an influencer Places to Work ### marketing platform and partner that • Listed as 11th in the MarTech 50 ### can optimise your influencer marketing ## •  £3m ###  Agency of the Year at the Blogosphere Investment ### Awards 2021 (VCT 13 participation £1.8m) and Influencer is ideally placed to do so.”  Harriet Rosethorn SECTOR  Investment Manager, Puma Private Equity Marketing technology which it is using to continue to invest in  its campaign performance and evidence LOCATION  Europe campaigns, which is pivotal as we head ### INFLUENCER’S VIEW into more turbulent times. ### ESTABLISHED Puma shares our vision and I’m thrilled to It is also investing heavily in its sales and 2017 distribution, and has grown a number of key ### be working with them. Their backing accounts and strategic partnerships with ###  agencies and brands across its network. EXPANSION ###  MENA, US and Europe ### globally and continue to solve the problems ### currently facing brands and creators.”   1 Puma Private Equity is the private equity division of Puma Investment Management Limited  52 CASE STUDY # Brewing to the next level Hot Copper The Hot Copper Pub Company merged with two Brewhouse and Kitchen franchisee companies, which were backed by Puma managed funds, in December 2020. Brewhouse & Kitchen is the largest brewpub brand in the UK, distinctive for brewing their own unique craft beers onsite and running a participatory experience with beer tasting and brewing masterclasses. Puma Funds invested £20.2 million to provide growth capital for the build out of the overall Brewhouse & Kitchen branded estate. ![img-8.jpeg](img-8.jpeg) ## SECTOR OVERVIEW The hospitality sector has been one of the most heavily affected by the restrictions imposed under the Covid-19 pandemic, and many businesses have suffered heavy financial losses as a result. Revenues in recent months have improved significantly, now that people are returning to work and socialising once more. However, the short-term outlook for the sector remains mixed. Recruitment and retention of good-quality staff are challenging, particularly since many left the sector during 2020/21. Recent months have seen improvements in vacancy rates, particularly in London, but significant increases in inflation have naturally led to rising wage inflation. In addition, with the ongoing political tensions in Eastern Europe, food, beverage and utility prices are rising rapidly, and these costs will need to be passed on to consumers. A recent survey by UK Hospitality among 340 businesses across the UK, indicated that prices would need to rise by an average of 10% this year, to cover the huge increases in overheads faced by the industry.$^{1}$ It is not yet known whether such price rises will significantly affect demand. Forecasts suggest that while the value of the pub and bar market fell by £13.9bn (61%) in 2020, the market is expected to grow by 51.8% in 2022, reaching a value of £22.4bn.$^{2}$ The market is not seeing any significant consolidation yet, and while various organisations have raised funds specifically for acquisition in the pub sector, stock remains relatively limited. $^{1}$ UK Hospitality survey of 340 hospitality businesses representing 8,200 venues, February 2022. QUALIFYING INVESTMENTS ![img-9.jpeg](img-9.jpeg) # WHY WE'VE INVESTED Unlike others, the company owns the freehold on a number of its sites, so the overall value of the organisation is underpinned by assets. The management team is highly experienced, and despite the challenges of Covid 19, they were successful in managing their cash resources effectively. Revenues during May-November 2021 were up 2.9% compared to the same period pre-pandemic which is impressive given the number of localised lockdowns and sites being forced to close from staff shortages throughout the period. Hot Copper is well capitalised to navigate a demanding trading environment, and the current focus is on managing rising utility and supplier prices to ensure any price rises are as low as possible. # MANAGEMENT TEAM Jody Bennett commenced in November 2021, as Head of People with considerable experience and most recently covered a similar role in the hospitality sector with The Liberation Group. # AWARDS UK best pub employer UK Publican Awards 2021/22 Puma Private Equity is the private equity division of Puma Investment Management Limited QUALIFYING INVESTMENTS # SUSTAINABILITY The company has made significant investments to improve its sustainability and environmental impact and is on a journey of continuous improvement. It has made real inroads into reductions in energy usage including the launch of MinuteView – an Energy Performance Portal – for immediate real time tracking of energy use data within the business and they have recycled more than 66,000 litres of oil during the last 12 months. They are installing high power and low energy consumption grills across the entire state. The expectation is that this will deliver an 8.59% savings in gas consumption and an 18 month return on capital employed. " # OUR INVESTMENT VIEW Backing a highly experienced management team has been key to navigating the challenges arising from the pandemic. We have enjoyed working with the management team to shape the business into a stronger position as it comes out of the pandemic." Kelvin Reader Investment Manager, Puma Private Equity " # HOT COPPER'S VIEW We've worked with the team at Puma as co-investors and franchise partners within Brewhouse & Kitchen for five years. Puma has been front and centre in the facilitation and rapid growth of B&K. We enjoy a warm, supportive and collaborative relationship and we look forward to continuing to build our business alongside Puma as we progress." Kris Gumbrell Founder CEO # Liquidity Management To manage the Company's liquidity, a portion of the Company's funds are invested in a diverse portfolio of listed equities. This portfolio is managed by the Investment Manager's Listed Equities Team, which is run by Dr Stuart Rollason. Dr Rollason is a highly experienced small and mid-cap Fund Manager with over 20 years in the industry. His most recent experience prior to joining the Investment Manager was with Kestrel Partners LLP. Prior to that, he managed a UK smaller company investment trust at Blystone and £230m of UK smaller company pension assets at ISIS Asset Management. He was formerly an Extel-rated Research Analyst in Medical Technology and Biotech at Beeson Gregory, Panmure Gordon and Nomura, and began his career as a medical doctor practising in the NHS, before moving into research at Oxford University. The stock Ex: mat end mac port the of lo E15 E16 Puma 23.1 Puma VCT 13 plc Annual Report and Accounts 2022 56 57 ##   ### AS AT 28 FEBRUARY 2022  Valuation as Valuation Cost Gain/(loss) a % of Net £’000 £’000 £’000 Assets Dymag Group Limited Cost (£'000) 2,263 Qualifying Investment - Unquoted  Ordinary shares 2,263 Ostmodern (ABW Group Limited) 509 500 9 1% Debt - Connectr Limited 8,973 5,016 3,957 17% Valuation method Price of recent investment Deazy Limited 2,900 2,900 - 6% Valuation (£'000) 1,775 Dymag Group Limited 1,775 2,263 (488) 3% Multiple of Investment Cost 0.78x Everpress Limited 1,514 1,514 (0) 3% Income received by the Company from this holding in the year (£’000) - Hot Copper Pub Company Limited 269 847 (578) 1%  Audited accounts for the period ended 3 January 2021  8,867 1,800 7,067 17% Turnover (£’000) Not disclosed Le Col Holdings Limited 5,047 2,528 2,519 10%  Not disclosed CameraMatics (MySafeDrive Limited) 2,839 1,963 876 5% Net liabilities (£’000) 1,031  1,166 812 354 2% Proportion of equity held 20% Open House London Limited 2,292 1,800 492 4% Proportion of voting rights held 15% TicTrac Limited 3,548 1,850 1,698 7% Proportion of equity managed by Puma Investment Management Limited^ 80% Dymag Group Limited is a British, elite motorbike and car wheel designer and manufacturer. Its wheels are steeped in the heritage of Total Qualifying Investments 39,699 23,793 15,906 76% racing and now feature on some of the most expensive motorbikes and cars in the world. The equity held in Dymag Group Limited are E, F, I, J, L and M Ordinary Shares. Only E, I and L shares attract full voting rights. Liquidity Management MySafeDrive Limited Barclays Plc 118 116 2 0.2% Cost (£'000) 1,963 Chemring Group Plc 105 70 35 0.3%  Diageo Plc 121 89 32 0.3% Ordinary shares 982 Discoverie Group Plc 127 63 64 0.3% Debt 981 Dixons Carphone Plc 63 109 (46) 0.2% Valuation method Price of recent investment Headlam Group Plc 103 121 (18) 0.2% Valuation (£'000) 2,839 ITV Group Plc 83 82 1 0.2% Multiple of Investment Cost 1.45x Jackson Financial Inc 6 - 6 0.1% Income received by the Company from this holding in the year (£’000) - Legal & General Group Plc 103 96 7 0.2%  Audited accounts for the period ended 31 January 2021 Lloyds Banking Group Plc 121 74 47 0.3% Turnover (€'000) Not disclosed Provident Financial Plc 58 119 (61) 0.2%  Not disclosed Prudential Plc 86 133 (47) 0.2% Net Assets (€'000) 4,160 |  85 94 (9) 0.2% | Proportion of equity held 29% | | --- | --- | | Royal Dutch Shell Plc 99 124 (25) 0.2% | Proportion of voting rights held 5% | | Volution Group Plc 177 88 89 1.0% | Proportion of equity managed by Puma Investment Management Limited^ 75% | WPP Plc 74 67 7 0.2% MySafeDrive Limited  Total Liquidity Management investments 1,529 1,445 83 3%   Only B shares attract full voting rights. Total Investments 41,228 25,238 15,989 79% Balance of Portfolio 11,125 11,125 21% Net Assets 52,353 36,364 15,989 100% Of the investments held at 28 February 2022, all are incorporated in England and Wales, except MySafeDrive Limited which was incorporated in Ireland.  Puma VCT 13 plc Annual Report and Accounts 2022Puma VCT 13 plc Annual Report and Accounts 2022 58 59 ##  Open House London Limited ### continued Cost (£'000) 1,800  Ordinary shares 1,800 Debt - Valuation method Multiples Valuation (£'000) 2,292 Multiple of Investment Cost 1.27x Income received by the Company from this holding in the year (£’000) - MyKindaCrowd Limited  Audited accounts for the period ended 31 December 2020 | Cost (£'000) 5,016 | Turnover (£’000) Not disclosed | | --- | --- | |  |  Not disclosed | | Ordinary shares 5,016 | Net Assets (£’000) 662 | | Debt - | Proportion of equity held 35% | | Valuation method Price of recent investment | Proportion of voting rights held 9% | | Valuation (£'000) 8,973 | Proportion of equity managed by Puma Investment Management Limited^ 99% | Multiple of Investment Cost 1.79x Open House London Limited Income received by the Company from this holding in the year (£’000) - (The Lighterman), Wood Green (The Boradcaster) and Fitzrovia (Percy & Founders). (Percy & Founders). The equity held in Open House London Limited are C and D Ordinary Shares. C and D Ordinary Shares in aggregate command 26.25% of the total voting rights.  Audited accounts for the year ended 31 January 2021 Turnover (£’000) Not disclosed  Not disclosed Net Assets (£’000) 1,061 Hot Copper Pub Company Limited Proportion of equity held 52% Proportion of voting rights held 23% Cost (£'000) 847  Proportion of equity managed by Puma Investment Management Limited^ 99% Ordinary shares 847 MyKindaCrowd Limited (trading as Connectr) is a digital platform working with large corporates to improve engagement of Debt - potential graduates and apprentices. The platform works with companies such as Deloitte and Cisco to help them recruit young Valuation method Multiples people from a wider range of social backgrounds than their traditional channels. The equity held in MyKindaCrowd Limited is Valuation (£'000) 269 A and B Ordinary Shares. Only A shares attract full voting rights. Multiple of Investment Cost 0.32x Income received by the Company from this holding in the year (£’000) - ABW Group Limited  Audited accounts for the year ended 26 Spetmeber 2020 Turnover (£’000) Not disclosed Cost (£'000) 500  Not disclosed  Net Assets (£’000) 6,232 Ordinary shares 500 Proportion of equity and voting rights held 5% Debt - Proportion of equity managed by Puma Investment Management Limited^ 98% Valuation method Multiples Hot Copper Pub Company Limited owns and operates leasehold and freehold pubs in the UK. The equity held in Hot Copper Pub Valuation (£'000) 509 Multiple of Investment Cost 1.02x Company Limited is A ordinary shares which attract full voting rights Income received by the Company from this holding in the year (£’000) -  Audited accounts for the year ended 30 June 2021 Le Col Holdings Limited Turnover (£’000) Not disclosed |  Not disclosed | Cost (£'000) 2,528 | | --- | --- | | Net Assets (£’000) 1,855 |  | | Proportion of equity held 16% | Ordinary shares 1,028 | Proportion of voting rights held 5% Debt 1,500 Proportion of equity managed by Puma Investment Management Limited^ 63% Valuation method Multiples Valuation (£'000) 5,047 ABW Group Limited (trading as Ostmodern) has been at the forefront of innovation in digital product development for over 10 years, creating video platforms for some of the world’s leading media, broadcast and sport brands. The equity held in the company is A and B Multiple of Investment Cost 2.00x Ordinary Shares. Only A shares attract full voting rights. Income received by the Company from this holding in the year (£’000) -  Unaudited accounts for the year ended 27 December 2020 Turnover (£’000) Not disclosed  Not disclosed Net Assets (£’000) 2,107 Proportion of equity held 9%  Proportion of voting rights held 8% Proportion of equity managed by Puma Investment Management Limited^ 41% Le Col Holdings Limited is a leading British cycling brand founded by ex-professional cyclist Yanto Barker in 2011. The company brings high-performance cycling kit to consumers with a quality formerly reserved for professionals. The equity held in Le Col Holdings Limited is E and G Ordinary Shares. Only E shares attract full voting rights.  Puma VCT 13 plc Annual Report and Accounts 2022Puma VCT 13 plc Annual Report and Accounts 2022 60 61 ##  Tictrac Limited ### continued Cost (£'000) 1,850  Ordinary shares 1,850 Debt - Valuation method Estimated exit proceeds Valuation (£'000) 3,548 Multiple of Investment Cost 1.92x Income received by the Company from this holding in the year (£’000) - Everpress Limited  Unaudited accounts for the year ended 31 December 2021 Cost (£'000) 1,514 Turnover (£’000) Not disclosed   Not disclosed Ordinary shares 1,514 Net Assets (£’000) 1,521 | Debt - | Proportion of equity held 13% | | --- | --- | | Valuation method Cost | Proportion of voting rights held 8% | | Valuation (£'000) 1,514 | Proportion of equity managed by Puma Investment Management Limited^ 36% | Multiple of Investment Cost 1.00x Tictrac Limited  Income received by the Company from this holding in the year (£’000) - The app integrates data from wearable technology, delivering it to end users in a digestible format to drive up levels of engagement and  Unaudited accounts for the year ended 31 December 2021 increase customer loyalty. The equity held in the company is A and B shares. Only A shares attract full voting rights. Turnover (£’000) Not disclosed  Not disclosed Net Assets (£’000) 458  Proportion of equity and voting rights held 6% Proportion of equity managed by Puma Investment Management Limited^ 13% Cost (£'000) 1,800  Everpress Limited is an online platform that enables creatives, illustrators and artists (“creators”) to design and sell clothing Ordinary shares 1,800 to their audience. Its global fashion marketplace connects consumers to unique and sustainable products from independent Debt - designers. The equity held in Everpress Limited is A Ordinary Shares. The A shares attract full voting rights. Valuation method Multiples Valuation (£'000) 8,867 Multiple of Investment Cost 4.93x NQOCD Consulting Limited Income received by the Company from this holding in the year (£’000) -  Unaudited accounts for the year ended 31 March 2021 Cost (£'000) 812  Turnover (£’000) Not disclosed Ordinary shares 812  Not disclosed Net Assets (£’000) 1,411 Debt - Proportion of equity held 40% Valuation method Price of recent investment Proportion of voting rights held 17% Valuation (£'000) 1,166 Proportion of equity managed by Puma Investment Management Limited^ 67% Multiple of Investment Cost 1.43x Income received by the Company from this holding in the year (£’000) -   Unaudited accounts for the year ended 31 December 2021  D Ordinary Shares. Only C shares attract full voting rights. Turnover (€'000) Not disclosed  Not disclosed Net Assets (€'000) 6,996 Proportion of equity and voting rights held 6% Deazy Limited Proportion of equity managed by Puma Investment Management Limited^ 100% Cost (£'000) 2,900 NQOCD Consulting Limited   The equity held in NQOCD Consulting Limited is A and B shares. Only A shares attract full voting rights. Ordinary shares 2,900 Debt - Valuation method Cost Valuation (£'000) 2,900 Multiple of Investment Cost 1.00x Income received by the Company from this holding in the year (£’000) -   Unaudited accounts for the year ended 31 December 2021 Turnover (£’000) Not disclosed  Not disclosed Net Assets (£’000) 5,333 Proportion of equity and voting rights held 13% Proportion of equity managed by Puma Investment Management Limited^ 22% Deazy Limited is a B2B marketplace connecting customers to software development teams. The Company uses technology, through the Deazy digital platform, to add value to both sides of the marketplace. The equity held in Deazy Limited is A Preference Shares. The A Preference Shares attract full voting rights.  Puma VCT 13 plc Annual Report and Accounts 2022Puma VCT 13 plc Annual Report and Accounts 2022 62 63 ##       The Directors present their Strategic Report of The Board have carried out a robust assessment of the | (NON-EXECUTIVE CHAIRMAN) | | | the Company for the year ended 28 February 2022. | Company’s emerging and principal risks, including those that | | --- | --- | --- | --- | --- | | | Stephen is a UK institutional fund | Graham was previously a management | | | | | | | The purpose of the report is to inform members | might threaten the Company’s business model, future | | David is a Chartered Accountant and has | manager by background, including | consultancy partner of Touche Ross | | | performance, solvency or liquidity and reputation. The Board  the founder and managing director of (now Deloitte), having begun his career of the company and help them assess how the receives regular reports from the Investment Manager and uses of corporate turnaround. He was a partner Rutherford Asset Management Limited as a Government economist. At Touche directors have performed their duty to promote this information along with their own knowledge and experience at Arthur Andersen prior to becoming where he created a number of highly Ross he undertook strategic and the success of the company. to identify any emerging risks, so that appropriate procedures a founding partner of Buchler Phillips, successful smaller company investment economic assignments for a wide range can be put in place to manage or mitigate such risks.  vehicles, including Herald Investment of clients including appraisals of venture  and restructuring specialists, which was Trust and Beacon Investment Trust. capital opportunities. In 1990 he joined The Company was incorporated on 15 September 2016. The The principal risks facing the Company relate to its investment acquired by the Kroll Inc. Company in 1999, In 1997 he sold Rutherford Asset the Shore Capital Group as managing principal activity of the Company is the making of investments in   Management Limited to Close Brothers director and has been involved in qualifying and non-qualifying holdings of shares or securities. The risk, credit risk and liquidity risk. An explanation of these risks Until 2003, he was Chairman of Kroll for Group and joined Close Investment managing the Puma VCTs and other Company is an investment company within the meaning of Section and how they are managed is contained in note 14 to the Europe and Africa. Limited as managing director, where venture capital funds managed by the 833 of the Companies Act 2006. The Company has been granted  he was responsible for launching Close Shore Capital Group, including evaluating provisional approval by the Inland Revenue under Section 274 of the are listed below. He is a former President of R3, the Brothers AIM VCT. new deals for the funds and representing Income Tax Act 2007 as a Venture Capital Trust. The Directors have association of business recovery and the funds with investee companies.  Market Conditions turnaround professionals, as well as a He is a director of Octopus AIM VCT plc, Graham has been involved with AIM since manner as to comply with Section 274 of the Income Tax Act 2007. There is a risk that the ongoing pandemic, together with the member of the Institute for Turnaround, PfP Capital plc and Daxia Limited. He is  recent geo-political and economic events, can have an impact Trustee of Syracuse University, former a former chairman of Conduit PR Limited, The Company’s ordinary shares of 0.0005p each have been listed and investor and with private equity for the prospects of certain of the Company’s investments. The Vice-Chairman of Tottenham Hotspur PLUS Markets Group plc. and of  more than 25 years. He is a director of Investment Manager maintains close contact with all investee Football Club and former Deputy Businessagent.com. other Puma VCTs. companies to endeavour to mitigate the risk as far as possible.  Chairman of the English National Opera. Further details of the investments are set out in the Investment The Company operates as a VCT to enable its shareholders to He is currently chairman of Volvere plc and Manager’s Report from pages 6 to 54.  has been a director of a number of other free distributions to shareholders by way of dividends paid out of public companies, including a VCT. Investment Risk income received from investments and capital gains received Inappropriate stock selection leading to underperformance in following successful realisations. The Company’s strategy is set absolute and relative terms is a risk which the Investment Manager out in the Investment Policy set out below. 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 Puma VCT 13 plc seeks to achieve its overall investment objective investment strategy and monitoring of whether the Company (of proactively managing the assets of the fund with an emphasis should change its investment strategy. on realising gains in the medium term) to maximise distributions from capital gains and income generated from the Company’s Regulatory Risk assets. It intends to do so whilst maintaining its qualifying status as The Company operates in a complex regulatory environment  and faces a number of related risks. A breach of s274 of the Income The Company may invest in a mix of qualifying and non-qualifying Tax Act 2007 could result in the Company being subject to capital assets. The qualifying investments may be quoted on AIM or a gains on the sale of investments. A breach of the VCT Regulations similar market or be unquoted companies. The Company may 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 a secondary issue. The Company has the ability to structure deals Act 2006 could lead to suspension from the Stock Exchange. to invest in private companies with an asset-backed focus to The Board receives quarterly reports in order to monitor reduce potential capital loss. The Company had to have in excess compliance with regulations.  for VCT purposes by 28 February 2022. In addition, to the principal risks explained above, the principal The portfolio of non-qualifying investments will be managed with the  intention of generating a positive return. Subject to the Board and changes to the VCT regulations. The Board continue to monitor Investment Manager’s view from time to time of desirable asset this and will take appropriate action if required. allocation, it will comprise quoted and unquoted investments (direct or indirect) in cash or cash equivalents, secured loans, bonds, equities, vehicles investing in property and funds of funds or on cash deposit. A full text of the Company’s investment policy can be found within the Company’s prospectus at www.pumainvestments.co.uk. Puma VCT 13 plc Annual Report and Accounts 2022Puma VCT 13 plc Annual Report and Accounts 2022 64 # Strategic Report continued # Directors' Report ### RISK MANAGEMENT The Company's investment policy allows for a large proportion of the Company's assets to be held in unquoted investments. These investments are not publicly traded so there is not a liquid market for them. Therefore, these investments may be difficult to realise. The Company manages its investment risk within the restrictions of maintaining its qualifying VCT status by using the following methods: - the active monitoring of its investments by the Investment Manager and the Board; - seeking Board representation associated with each investment, if possible; - seeking to hold larger investment stakes by co-investing with other companies managed by the Investment Manager; - so as to gain more influence over the investment; - ensuring a spread of investments is achieved. ### BUSINESS REVIEW AND FUTURE DEVELOPMENTS The Company's business review and future developments are set out in the Chairman's Statement, the Investment Manager's Report and Investment Portfolio Summary on pages 6 and 56. ### 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 NAV 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 6 and 56. ### 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 three-year period from the balance sheet date. This is a period for which developments are considered to be reasonably foreseeable. This review included consideration of compliance with VCT regulations, the Company's current financial position and expected cash flows for the period and the current economic outlook, including the ongoing impact of Covid-19. Based on this review and the fact that the Company's listed shares are held for liquidity purposes and will be sold as and when required, the Directors have concluded that there is a reasonable expectation that they will have access to adequate cash resources to enable the Company to continue in operation and meet its liabilities as they fall due over the three-year period to 28 February 2025. ### 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 as between members of the company. This section of the Strategic Report also sets out the disclosures required in respect how the company engages with suppliers, customers and others in a business relationship with the company. The company does not have any employees and delegates day to day operations to service providers. The Board's principal concerns to focus on the needs and priorities of its shareholders as well as considering the wider community including the company's service providers and its investee companies (as disclosed in the Investment Manager's Report on pages 6). The Board consider that the company's shareholders are its customers and its suppliers are the service providers. The Annual Report as a whole 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. 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 taken into account when decisions are made. David Buchler Chairman 23 May 2022 The Directors present their annual report and the audited financial statements of the Company for the year ended 28 February 2022. The Company's Registered Number is 10376236. The Company has, in accordance with S.414C of the Companies Act, set out in the Strategic Report, information regarding financial risk management, future developments and the engagement with suppliers, customers and others in a business relationship with the company that would otherwise be set out in the Directors' Report. ### RESULTS AND DIVIDENDS The results for the financial year are set out on page 77. The Directors will not propose a resolution at the Annual General Meeting to pay a final dividend (2021: 11p paid within the year). It is the aim of the Directors to maximise tax-free distributions to shareholders by way of dividends paid out of income received from investments and capital gains received following successful realisations. ### POST BALANCE SHEET EVENTS Details of material post balance sheet events are set out in note 18 to the financial statements. ### CAPITAL STRUCTURE The issued share capital of the Company is detailed in note 12 to the financial statements. Details of share voting rights and authority to repurchase ordinary shares are disclosed in the Corporate Governance Statement on page 69. ### DIRECTORS The Directors of the Company during the year and their beneficial interests in the issued ordinary shares of the Company at 28 February 2022 were as follows: | | 0.0005p ordinary shares | | | --- | --- | --- | | | 28 February 2022 | 28 February 2021 | | David Buchler (Chairman) | 20,200 | 20,200 | | Graham Shore | 51,000 | 51,000 | | Stephen Hazell-Smith | 20,200 | 20,200 | No options over the share capital of the Company have been granted to the Directors. There have been no changes in the holdings of the Directors since the year end. Puma VCT 13 plc Annual Report and Accounts 2022 Puma VCT 13 plc Annual Report and Accounts 2022 ![img-10.jpeg](img-10.jpeg) INV AN The of the Puma not the ass The acc Line at e As a fee the per per per res Sha per Com am acc div on The of end the at th num role The Mar Mar am the mar inc sil n und per Det not It is Inv best up VCT 66 Directors' Report continued # CORPORATE GOVERNANCE STATEMENT The Company's corporate governance statement is set on pages 69 to 71 and forms part of the Directors' Report. # GLOBAL GREENHOUSE GAS EMISSIONS The Company has no physical assets, operations, premises or employees of its own. Consequently it consumes less than 40,000 kWh of energy during the year so has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013. # GOING CONCERN The Board receive regular reports from Puma Investments, and in accordance with the guidance issued by the Financial Reporting Council, the Directors have considered a period of twelve months from the date of this report for the purposes of determining the Company's going concern status. As part of this assessment, they have taken into consideration any ongoing impact of the pandemic, together with the geo-political climate and believe that there are no material uncertainties leading to significant doubt. On this basis, the Directors believe that it is appropriate to continue to apply the going concern basis in preparing the financial statements. This is appropriate as the Company's listed shares are held for liquidity purposes and will be sold as and when required to ensure the Company has adequate cash reserves to meet the Company's running costs. # FINANCIAL INSTRUMENTS The material risks arising from the Company's financial instruments are market price risk, credit risk, liquidity risk and interest rate risk. The Board reviews and agrees policies for managing each of these risks and these are summarised in note 14 to the financial statements. These policies have remained unchanged since the beginning of the financial year. As a Venture Capital Trust, it is the Company's specific business to evaluate and control the investment risk in its portfolio. # SUBSTANTIAL SHAREHOLDINGS As at 28 February 2022 and as at the date of this report, the Company had been notified of the following direct interests which previously represented 3% or more of the issued share capital of the Company have now dropped below that threshold. | | Number of shares | | Percentage of voting rights | | | --- | --- | --- | --- | --- | | | At 28 Feb 2022 | At 28 Feb 2021 | At 28 Feb 2022 | At 28 Feb 2021 | | Shore Capital Group Investments Limited | 1,383,021 | 1,383,021 | <3% | 6% | The above shareholdings held under the management performance incentive agreement explained in note 11 to the financial statements. # THIRD PARTY INDEMNITY PROVISION FOR DIRECTORS Qualifying third party indemnity provision was in place for the benefit of all Directors of the Company. # INDEPENDENT AUDITOR The Directors appointed that MHA MacIntyre Hudson as auditor in this accounting period in accordance with the provisions of the Companies Act 2006, s489. MHA MacIntyre Hudson has indicated its willingness to continue in office. # 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 7 July 2022 at 11am. Notice of the Annual General Meeting and Form of Proxy are inserted within this document. # STATEMENT OF DIRECTORS' RESPONSIBILITIES The Directors are responsible for preparing the Strategic Report, the Directors' Report, the Directors' Remuneration Report, and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law). Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing those financial statements, the directors are required to: a) select suitable accounting policies and then apply them consistently; b) make judgements and accounting estimates that are reasonable and prudent; c) state whether applicable UK Accounting Standards (comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law), have been followed, subject to any material departures disclosed and explained in the financial statements; d) prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Puma VCT 13 plc Annual Report and Accounts 2022 Puma VCT 13 plc Annual Report and Accounts 2022 ![img-11.jpeg](img-11.jpeg) DIF DIS Eac in the bes al t to t A t v DIF RE The take pro the stra ELI The of the Com www Inve Leg dis legis Ont Dev Cha 23 M 68 69 ##   The Board has also established procedures whereby Directors  The Directors support the relevant principles of the wishing to do so in the furtherance of their duties may take This report is prepared in accordance with Schedule  UK Corporate Governance Code issued in July 2018 independent professional advice at the Company’s expense. 420-422 of the Companies Act 2006. A resolution to Resolutions to approve the Directors’ Remuneration Policy and the (“the Code”) and published on the Financial Reporting approve this report will be put to the members at the Directors’ Remuneration Report were approved by shareholders at All Directors have access to the advice and services of the  Council’s website (www.frc.org.uk), being the principles Annual General Meeting to be held on 7 July 2022. Company Secretary. The Company Secretary provides the Board of good governance and the code of best practice. with full information on the Company’s assets and liabilities and  other relevant information requested by the Chairman, in advance Directors’ Directors’ The Board as a whole considers Directors’ remuneration and, Remuneration Remuneration Due to the VCT being an externally managed, some of each Board meeting. as such, a Remuneration Committee has not been established. Policy Report areas of the Code have not been complied with. The Board’s policy is that the remuneration of non-executive The Board has not established a nominations committee or These are set out in the Compliance Statement below. For 89.8% 89.8%  remuneration committee as they consider the Board to be small Against 10.2% 10.2%   and comprises wholly of non-executive Directors. Appointments Number of votes withheld - - to enable candidates of high calibre to be recruited. Directors’ The Company has a Board comprising three non-executive of new Directors and Directors’ remuneration are dealt with by the fees payable during the year totalled £61,000 (excluding VAT)  full Board. The remuneration for 2022/23 for the Board will be as   per the prospectus. except for Graham Shore as a result of his holding an interest in The following chart represents the Company’s performance from the parent of the Investment Manager. The Board considers that On 13 September 2017 the Directors were appointed for a period inception to 28 February 2022 and compares the rebased Net Asset The Board reviewed Directors’ remuneration during the year.  of twelve months after which either party must give three calendar Value to a rebased FTSE AIM All-Share Index. This index is considered  proper judgement within the meaning of the Code. The Board months’ notice to end the contract. to be the most appropriate equity market against which investors are set out in the Directors’ Remuneration Report on page 68, has appointed David Buchler as the senior independent Director can measure the relative performance of the Company. This has and this is subject to shareholder approval. and he is also the Chairman. Biographical details of all Board  been rebased to 100 at 2 July 2018, the listing date for the Company. members are shown on page 62. The Directors are all non-executive and received emoluments as There had been no changes to the composition of the Board  since the date of issue of the prospectus and there are no In accordance with the recommendations of the Code, all the planned changes. As a result, the Company does not have Directors will retire at the forthcoming Annual General Meeting Audited Audited plans in place for orderly succession to the Board and has not 180  year ended period ended established a diversity policy for new appointments in relation 170 believe that all the Directors have made valuable contributions   to the composition of the Board. 2022 2021 160 during the year and remain committed to the role. The Board £ £ therefore recommends that shareholders re-elect David Buchler, 150  Stephen Hazell-Smith and Graham Shore as directors at the 140 The Audit Committee comprises the two independent non- forthcoming Annual General Meeting. David Buchler (Chairman) 25,000 25,000 130 executive directors. It is chaired by David Buchler and meets 120 annually with the external Auditor prior to approval of the Full Board meetings take place quarterly and additional meetings Stephen Hazell-Smith 18,000 18,000 110   100 Committee meetings during the year which were attended by  Graham Shore 18,000 18,000 90 both independent non-executive directors. The Audit  61,000 61,000 Committee monitors the external Auditor’s independence, the 80 • considering recommendations from the Investment Manager;  70  These are the total emoluments. There are no pension 60 • making all decisions concerning the acquisition or disposal of the external Auditor’s independence. contributions or share options. There is no requirement for the 50 qualifying investments; and directors to hold shares in the Company. Directors’ share interests The Audit Committee considered the need for an internal audit | are disclosed in the Directors’ Report on page 65 (audited). | 30/06/2018 | 31/08/2018 | 31/10/2018 31/12/2018 28/02/2019 | 30/04/2019 | 30/06/2019 31/08/2019 | 31/10/2019 31/12/2019 | 29/02/2020 30/04/2020 | 30/06/2020 | 31/08/2020 31/10/2020 | 31/12/2020 | 28/02/2021 | 30/04/2021 30/06/2021 | 31/08/2021 | 31/10/2021 31/12/2021 | 28/02/2022 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | | | | | | | | • reviewing, annually, the terms of engagement of all third-party | function and concluded that this function would not be an | | | | AIM All Share total return basis, rebased to 100 | | | | | | | | | | | | | | advisers (including investment managers and administrators). | appropriate control for a Venture Capital Trust. The Audit | Brief biographical notes on the Directors are given on page 62. Historic NAV of VCT (including dividends) rebased to 100  Historic NAV of VCT (including dividends and tax relief) rebased to 130 The attendance of individual Directors at full Board meetings    disclosure of the unquoted investments. The Audit Committee The remuneration levels for the forthcoming year are expected  to be at the annual levels shown in the table above. The Directors Scheduled Board meetings  shall be paid by the Company all travelling, hotel and other expenses On behalf of the Board they may incur in attending meetings of the Directors or general David Buchler 4/4 This year, the Audit Committee undertook a competitive audit meetings or otherwise in connection with the discharge of their Graham Shore 4/4 tender process as required for all Public Interest Entities who have duties. The remuneration to be paid is as per the prospectus. David Buchler Stephen Hazell-Smith 4/4 had exceeded the tenure with an auditor for 10 years. Following the Chairman robust process, the Audit Committee and the previous auditors,  RSM UK Audit LLP, mutually agreed it would be appropriate to Company in respect of the Directors. 23 May 2022 move the audit services to MHA MacIntyre Hudson, who were appointed by the Board on 20 December 2021. We thank the resigning auditors for their support and advice. Puma VCT 13 plc Annual Report and Accounts 2022Puma VCT 13 plc Annual Report and Accounts 2022 70 71 ##  ### continued    With the exception of the items outlined below, the Company has  The Board is responsible for the Company’s system of internal complied throughout the accounting year ended 28 February  being reported by MHA MacIntyre Hudson. The Audit Committee, controls which have been designed to provide reasonable, but 2021 with the other provisions set out in the Code. Due to the  after taking into consideration comments from the Investment not absolute, assurance against material misstatement or loss. special nature of the Company being a VCT, the following     audit process, recommend to the Board that MHA MacIntyre The Board is responsible for ensuring that the procedures to be system. There are no restrictions on the transfer of any fully paid up followed by the advisers and the Directors are in place, and for a) Provisions 21 and 22 –Due to the size of the Board, a formal  share. With respect to voting rights, the ordinary shares rank pari  annual performance evaluation of the Board, its committees passu as to rights to attend and vote at any general meeting of the The Audit Committee reviews and agrees the audit strategy paper, a regular basis to ensure that the controls remain relevant and are  Company. The Company’s ordinary shareholders do not have presented by the Auditor in advance of the audit, which sets out  performance issues are dealt with as they arise.   if they consider it appropriate to do so. set out in the Company’s prospectus at www.pumainvestments. b) Provisions 17, 23, 32 and 33 – Due to the size of the Board and  co.uk. Rights attaching to the Company’s redeemable preference  because there are no executive Directors or senior   process throughout the year and up to the date of this report management, the Company does not have a nominations performed, especially in relation to unquoted investments.  committee or remuneration committee. Since appointment    there have been no changes to the Board of the Directors or Although the Ordinary Shares are traded on the London Stock the Board considers the quality and content of the Audit Plan of the internal control and risk management systems. the Directors’ Remuneration. The board does not have plans Exchange, there is likely to be an illiquid market and in such and Report provided to the Committee by the Auditor and the in place for orderly succession to the board.  resultant reporting and discussions on topics raised. As part of this process, an annual review of the internal control and Ordinary Shares in the market. In order to try to improve the c) Provision 12 –Due to the size of the Board, the role of Chairman risk management systems is carried out in accordance with the The Audit Committee approve the provision of any non-audit liquidity in the Ordinary Shares, the Board may establish a buy and Senior Independent Director are both performed by David Financial Reporting Council guidelines for internal control. There work prior to it being undertaken. No non-audit fees were back policy whereby the Company will purchase Ordinary Buchler. The recommendation in the Code is for the Senior  charged during the year. Shares for cancellation. Independent Director and Chairman to be separate positions of the internal control and risk management systems. on the Board. The Board believes that David Buchler’s The Audit Committee Terms of Reference are on the investment The Board has authority to make market purchases of the Although the Board is ultimately responsible for safeguarding the experience allows him to exercise proper judgement in manager’s website at www.pumainvestments.co.uk. Company’s own shares. This authority for up to 4,221,743 assets of the Company, the Board has delegated, through written distinguishing between the roles. of the Company’s issued share capital was granted at the last agreements, the day-to-day operation of the Company to the  Annual General Meeting. A resolution will be put to the next d) Provision 24 – Due to the size of the Board, the Chairman  Shareholders have the opportunity to meet representatives of Annual General Meeting to renew this authority. of the Company is also the Chairman of the Audit Committee. the Investment Management team and the Board at the AGM. Administration PI Administration Services Limited The recommendation in the Code is that the Chairman of the The Board is also happy to respond to any written queries made Investment Management Puma Investment Management Limited  Company should not be a member of the Audit Committee. by shareholders, or to meet with shareholders if so requested. The Board has the authority to borrow up to 50% of the amount The Board believes that David Buchler’s experience allows  received from the issued share capital but there are currently no him to exercise proper judgement in distinguishing between opportunities and monitors the portfolio of investments and In addition to the formal business of the AGM, representatives plans to take advantage of this authority. the roles. makes recommendations to the Board in terms of suggested of the Investment Management team and the Board are available disposals and further acquisitions. Puma Investment Management to answer any questions a shareholder may have.  Limited holds a discretionary investment mandate for all The Listing Rules require the Board to report on compliance with Separate resolutions are proposed at the AGM on each investments, although qualifying investments decisions are all the Code provisions throughout the accounting year. The UK On behalf of the Board substantially separate issue. The Registrars collate proxy votes approved by the Board. Corporate Governance Code includes provisions relating to the and the results (together with the proxy forms) are forwarded to role of the chief executive, executive directors’ remuneration, PI Administration Services Limited is engaged to carry out the Company Secretary immediately prior to the AGM. Proxy votes senior management and employees and the need for an internal the accounting function and manages the retention of physical David Buchler are announced at the AGM, following each vote on a show of hands, audit function. The Board considers that these provisions are not custody of the documents of title relating to unquoted Chairman except in the event of a poll being called. The notice of the next relevant to the Company, as the Company has no executive investments. Quoted investments are held in CREST. AGM and proxy form are at the end of this document. directors, employees or internal operations and all of the 23 May 2022 Company’s day-to-day management and administrative functions Internal control systems include production and review of monthly  are outsourced to third parties. As a result, the Company has management accounts. Both the annual and interim report are The Directors’ statement of responsibilities for preparing the therefore not reported further in respect of these provisions.  accounts is set out in the Directors’ Report on page 65, and VCT’s bank accounts require the authority of two signatories from a statement by the Auditor about their reporting responsibilities Puma Investments, the Investment Manager. The Investment is set out in the Auditor’s Report on pages 72 to 76. Manager is subject to internal monitoring as part of the Compliance Framework. Puma VCT 13 plc Annual Report and Accounts 2022Puma VCT 13 plc Annual Report and Accounts 2022 72 73 ##  ### TO THE MEMBERS OF PUMA VCT 13 PLC  Valuation of Unquoted Investments  • challenging Directors’ assumptions and judgements made  in their base case and stress tested forecasts including consideration of the liquidity of the portfolio; Key audit matter  • the income statement, description the most material balance in the Financial Statements and are the primary driver of returns to Shareholders •  • the balance sheet,  of the Company; and •  There is a high level of estimation uncertainty involved in determining the unquoted investment valuations. •  • corroborating the cash at bank held as at 28 February 2022 and The Investment Manager’s fee is based on the value of the net assets of the Company. The Investment   Manager’s responsible for preparing the valuation of investments which are reviewed and approved by the Our key observation in relation to going concern is that the Company Board. Notwithstanding this review, there is a potential risk of misstatement in the investment valuation.  preparation is the Companies Act 2006 and United Kingdom   Accounting Standards including FRS 102 “The Financial Reporting concern for the foreseeable future.  Standard applicable in the UK and Republic of Ireland” (United  Kingdom Generally Accepted Accounting Practice). material uncertainties relating to events or conditions that,   How the matter We responded to this matter by testing the valuation and ownership of the portfolio of investments. Company’s ability to continue as a going concern for a period of at •  was addressed in   the audit  authorised for issue. •  • have been properly prepared in accordance with United In relation to the entities reporting on how they have applied the • Obtaining an understanding of the Company’s unquoted investments held at the year-end, Kingdom Generally Accepted Accounting Practice; and UK Corporate Governance Code, we have nothing material to add including reviewing underlying investment agreements and other relevant documentation; • have been prepared in accordance with the requirements or draw attention to in relation to the directors’ statement in the • Forming an opinion on whether the valuation methodology is appropriate in the circumstances of the Companies Act 2006.  under the International Private Equity and Venture Capital Valuation (“IPEV”) Guidelines; appropriate to adopt the going concern basis of accounting.  • Re-performing the calculation of investments valuations; We conducted our audit in accordance with International Our responsibilities and the responsibilities of the directors with • Challenging the assumptions inherent in the valuation of unquoted investments by developing Standards on Auditing (UK) (ISAs (UK)) and applicable law. respect to going concern are described in the relevant sections our own point estimates where alternative assumptions could reasonably be applied and Our responsibilities under those standards are further described of this report. considered the overall impact of such sensitisations on the portfolio of investments in determining   whether the valuations as a whole are reasonable and unbiased; statements section of our report. We are independent of the The Company has been subject to a full scope audit. The Company Company in accordance with the ethical requirements that • Assessing the impact of the estimation concerning these assumptions; is a single entity, subject to local statutory audit, and our audit work  was designed to address the risks of material misstatements • Considering the economic environment in which the investment operates to identify factors that UK, including the FRC’s Ethical Standard as applied to listed  could impact the investment valuation;  responsibilities in accordance with these requirements. •   We believe that the audit evidence we have obtained is underlying assumptions of the valuations at 28 February 2022; and Key audit matters are those matters that, in our professional   •   unquoted investments.  assessed risks of material misstatement (whether or not due to   directors’ use of the going concern basis of accounting in the on the overall audit strategy, the allocation of resources in the   evaluation of the Directors’ assessment of the Company’s ability to Key observations Based on the procedures performed, we did not identify and issues relating to the valuation of   investments. statements as a whole, and in forming our opinion thereon, and • evaluating the appropriateness of the Directors’ method of we do not provide a separate opinion on these matters. assessing the going concern assumption in light of current market volatility and the present uncertainties in economic recovery created by the ongoing Covid-19 pandemic by reviewing the information used by the Directors in completing their assessment; Puma VCT 13 plc Annual Report and Accounts 2022Puma VCT 13 plc Annual Report and Accounts 2022 74 75 ##  ### TO THE MEMBERS OF PUMA VCT 13 PLC ### continued     The other information comprises the information included in the The Listing Rules require us to review the directors’ statement in Misstatements can arise from fraud or error and are considered   relation to going concern, longer-term viability, and that part of the material if, individually or in the aggregate, they could reasonably  report thereon. The directors are responsible for the other Corporate Governance Statement relating to the Company’s   information contained within the annual report. Our opinion on compliance with the provisions of the UK Corporate Governance  Misstatements below these levels will not necessarily be   evaluated as immaterial as we also take account of the nature and, except to the extent otherwise explicitly stated in our report,  Based on the work undertaken as part of our audit, we have  we do not express any form of assurance conclusion thereon.  concluded that each of the following elements of the Corporate     statements as a whole. Materiality is used in planning the scope Irregularities are instances of non-compliance with laws and responsibility is to read the other information and, in doing so,  of our work, executing that work and evaluating the results.  consider whether the other information is materially inconsistent appropriate audit evidence regarding compliance with laws and • Directors’ statement with regards the appropriateness of Performance materiality is the application of materiality at the   adopting the going concern basis of accounting and any material individual account or balance level, set at an amount to reduce course of the audit or otherwise appears to be materially misstated.   to an appropriately low level the probability that the aggregate If we identify such material inconsistencies or apparent material to perform audit procedures to help identify instances of of uncorrected and undetected misstatements exceeds misstatements, we are required to determine whether this gives rise • Directors’ explanation as to its assessment of the Company’s non-compliance with other laws and regulations that may have   prospects, the period this assessment covers, and why this  If based on the work we have performed, we conclude that there period is appropriate set out on page 66;  Based on our professional judgement, we determined is a material misstatement of this other information, we are required   • Directors’ statement on fair, balanced and understandable set to report that fact. We have nothing to report in this regard. out on page 67; In relation to fraud, the objectives of our audit are to identify and Overall materiality   •   In our opinion, based on the work undertaken in the course Basis for determining  of the emerging and principal risks set out on page 63;   overall materiality assets) evidence regarding the assessed risks of material misstatement • The section of the annual report that describes the review of the • the information given in the Strategic Report and the Directors’ due to fraud through designing and implementing appropriate  Rationale for Net asset value per share is one of responses and to respond appropriately to fraud or suspected  benchmark applied the Company’s key performance set out on page 70; and,   indicators and is considered to be • The section describing the work of the audit committee set one of the principal • the Strategic Report and the Directors’ Report have been However, it is the primary responsibility of management, with the out on page 69. considerations for members of prepared in accordance with applicable legal requirements. oversight of those charged with governance, to ensure that the the Company entity’s operations are conducted in accordance with the provisions   of laws and regulations and for the prevention and detection of fraud.  As explained more fully in the directors’ responsibilities statement performance In our opinion, the part of the Directors’ Remuneration Report to set out on page 67, the directors are responsible for the In identifying and assessing risks of material misstatement in respect be audited has been properly prepared in accordance with the Performance materiality    Companies Act 2006. they give a true and fair view, and for such internal control as the • Obtained an understanding of the nature of the industry and Basis for determining  directors determine is necessary to enable the preparation of  sector, including the legal and regulatory framework that the performance materiality materiality   Company operates in and how the Company is complying with whether due to fraud or error. In the light of the knowledge and understanding of the Company the legal and regulatory framework; Quantitative misstatements and its environment obtained in the course of the audit, we have  Reporting of • Inquired of management, and those charged with governance,   for assessing the Company’s ability to continue as a going concern, misstatements to  £10,000) together with any the Directors’ Report. the Audit Committee disclosing, as applicable, matters related to going concern and irregularities, including any known actual, suspected or alleged other misstatements below using the going concern basis of accounting unless the directors that threshold that, in our view, We have nothing to report in respect of the following matters in instances of fraud; either intend to liquidate the Company or to cease operations, or | warranted reporting on qualitative | relation to which the Companies Act 2006 requires us to report | | | | --- | --- | --- | --- | | | | have no realistic alternative but to do so. | • Enquired of management to identify any instances of known | | grounds. |  | | | or suspected instances of fraud; • adequate accounting records have not been kept by the  • Discussed among the engagement team regarding how and Company, or returns adequate for our audit have not been    received from branches not visited by us; or Our audit was scoped by obtaining an understanding of the Our objectives are to obtain reasonable assurance about whether potential indicators of fraud; Company and its environment, including the Company’s system •   • Reviewed minutes of meetings of those charged with governance; of internal control, and assessing the risks of material remuneration report to be audited are not in agreement with misstatement, whether due to fraud or error and to issue an  the accounting records and returns; or auditor’s report that includes our opinion. Reasonable assurance • Discussed matters about non-compliance with laws and risk of management override of internal controls, including is a high level of assurance but is not a guarantee that an audit regulations and how fraud might occur including assessment •  assessing whether there was evidence of bias by the Directors conducted in accordance with ISAs (UK) will always detect a  are not made; or that may have represented a risk of material misstatement. material misstatement when it exists.  • we have not received all the information and explanations we of the control environment. require for our audit. Puma VCT 13 plc Annual Report and Accounts 2022Puma VCT 13 plc Annual Report and Accounts 2022 76 77 ##   ### TO THE MEMBERS OF PUMA VCT 13 PLC FOR THE YEAR ENDED 28 FEBRUARY 2022 ### continued  Year ended 28 February 2022 Year ended 28 February 2021    | | | We were appointed by the directors on 1 February 2022 to audit | | | Revenue | | Capital | Total | Revenue | | Capital | Total | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | Note | | £’000 | £’000 | £’000 | | £’000 | £’000 | £’000 | | Legislation / |  |  | | | | | | | | | | | | Regulation |  |  | | | | | | | | | | | | | | | Gain on disposal of investments | 8 (b) - 12,189 12,189 - 5,660 5,660 | | | | | | | | | uninterrupted engagement. | Companies Act |  | | | | --- | --- | --- | --- | | | | Investment income | 2 52 - 52 21 - 21 | | 2006 and the | disclosures and testing to supporting | | | The non-audit services prohibited by the FRC’s Ethical Standard Listing Rules documentation; and were not provided to the Company and we remain independent Completion of disclosure checklists to of the Company in conducting our audit. 52 12,189 12,241 21 5,660 5,681 identify areas of non-compliance. Our audit opinion is consistent with the additional report to the VCT Review of annual monitoring report audit committee. prepared by PricewaterhouseCoopers LLP, Investment management fee 3 (175) (525) (700) (86) (257) (343) the Company’s VCT tax adviser, and  Performance fee 3 - (1,897) (1,897) - (717) (717) subsequent discussions with the tax This report is made solely to the Company’s members, as a body, adviser. in accordance with Chapter 3 of Part 16 of the Companies Act Other expenses 4 (340) - (340) (203) (1) (204) 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. (515) (2,422) (2,937) (289) (975) (1,264)  To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Risk   (463) 9,767 9,304 (268) 4,685 4,417 Company’s members as a body, for our audit work, for this report,  or for the opinions we have formed. | | | Tax | 5 - - - - - - | | --- | --- | --- | --- | | Management | Testing the appropriateness of journal | | | | override of | entries and other adjustments; | | | Rakesh Shaunak FCA, CTA controls Assessing whether the judgements made  (463) 9,767 9,304 (268) 4,685 4,417 (Senior Statutory Auditor) in making accounting estimates (including the valuation of unquoted investments) are For and on behalf of MHA MacIntyre Hudson, indicative of a potential bias; and (Loss)/earnings per share - Statutory Auditor Chartered Accountants 6 (1.77p) 37.48p 35.71p (1.68p) 29.35p 27.67p basic and diluted Evaluating the business rationale of any 6th Floor  2 London Wall Place outside the normal course of business. London EC2Y 5AU All items in the above statement derive from continuing operations. A further description of our responsibilities for the audit of the There are no gains or losses other than those disclosed in the Income Statement.  23 May 2022  The total column of this statement is the Statement of Total Comprehensive Income of the Company description forms part of our auditor’s report. 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. Puma VCT 13 plc Annual Report and Accounts 2022Puma VCT 13 plc Annual Report and Accounts 2022 78 79 ##   ### AS AT 28 FEBRUARY 2022 FOR THE YEAR ENDED 28 FEBRUARY 2022 As at 28 February 2022 As at 28 February 2021 Year ended 28 February 2022 Year ended 28 February 2021 Note £'000 £'000 £’000 £’000  Fixed Assets operating activities | Investments | 8 41,228 21,336 | | | | | --- | --- | --- | --- | --- | | | |  | | 9,304 4,417 | | | | Gain on disposal of investments | (12,189) (5,660) | | Current Assets | | | | (Decrease)/increase in debtors | (44) 138 | | --- | --- | --- | --- | --- | | Debtors | 9 109 65 | | | | | | | | Increase in creditors | 1,308 766 | | Cash | | 13,184 2,396 | | | 13,293 2,461  (1,621) (339) Current liabilities 10 (2,169) (861)  | Net Current Assets | | 11,124 1,600 | | | | | --- | --- | --- | --- | --- | --- | | | | | Purchase of investments | (12,771) (2,580) | | | Net Assets | | 52,352 22,936 | Proceeds on sale of investments | | 5,067 337 | | Capital and Reserves | | |  | (7,704) (2,243) | | | Share capital | 12 20 11 | | | | |  | Share premium | | 15,187 17,736 | | | | | --- | --- | --- | --- | --- | --- | | | | | Share issues | 22,388 3,091 | | | Capital reserve realised | | (2,216) (1,695) | | | | | | | | Share issues costs | | (427) (206) | | Capital reserve unrealised | | 15,989 7,533 | | | | | | | | Purchase of own shares | | (17) - | | Revenue reserve | | 23,372 (649) | | | | | | | | Dividends paid to shareholders | (1,831) - | | | Equity Shareholders’ Funds | | 52,352 22,936 | | | | | | | |  | 20,113 2,885 | | | NAV per Ordinary Share | 13 143.53p 125.77p | | | | | | | | | Increase in cash and cash equivalents | 10,788 303 | |  Opening cash and cash equivalents 2,396 2,093  Closing cash and cash equivalents 13,184 2,396 David Buchler Chairman Puma VCT 13 plc Annual Report and Accounts 2022Puma VCT 13 plc Annual Report and Accounts 2022 80 81 ##   ### FOR THE YEAR ENDED 28 FEBRUARY 2022 FOR THE YEAR ENDED 28 FEBRUARY 2022 1. ACCOUNTING POLICIES • Investments in debt instruments will usually be valued by applying Share Capital Capital  Called up premium reserve - reserve - Revenue  returns of the investment to arrive at the fair value. share capital account realised unrealised reserve Total Puma VCT 13 plc (“the Company”) was incorporated in England on £’000 £’000 £’000 £’000 £’000 £’000 15 September 2016 and is registered and domiciled in England and • Alternative methods of valuation such as multiples or net asset Wales. The Company’s registered number is 10376236. The  As at 1 March 2020 10 14,852 (649) 1,802 (381) 15,634  more appropriate. SW1A 1LD. The Company is a public limited company (limited by Comprehensive income for the year - (1,044) 5,729 (268) 4,417 shares) whose shares are listed on LSE with a premium listing. The •  Company’s principal activities and a description of the nature of the taken to realised capital reserves, and unrealised surpluses and Issue of shares 1 3,090 - - - 3,091 Company’s operations are disclosed in the Strategic Report.  capital reserves. Share issue cost - (206) - - - (206)    Reserves movement - - (2) 2 - - in accordance with the requirements of the Companies Act 2006, Dividends receivable on listed equity shares are brought into account including the provisions of the Large and Medium-sized on the ex-dividend date. Dividends receivable on unquoted equity Balance as at 28 February 2021 11 17,736 (1,695) 7,533 (649) 22,936 Companies and Groups (Accounts and Reports) Regulations 2008 shares are brought into account when the Company’s right to - - 491 1,674 (212) 1,953 and with FRS 102 ‘The Financial Reporting Standard applicable in receive payment is established and there is no reasonable doubt that Comprehensive income for the period the UK and Republic of Ireland’ (“FRS 102”) and the Statement of payment will be received. Interest receivable is recognised wholly as Issue of shares 3 7,023 - - - 7,026 Recommended Practice, ‘Financial Statements of Investment a revenue item on an accruals basis. Trust Companies and Venture Capital Trusts’ issued in October Share issue cost - (258) - - - (258)  2019 by the Association of Investment Companies (“the SORP”). As approved at the General Meeting in the year, performance fee Share premium cancellation (24,501) - - 24,501 -  arrangements for Puma Investments and members of the the nearest whole £1,000, except where otherwise indicated. investment management team have been amended. The  - - 3,135 (3,135) - - performance incentive fee payable in relation to each accounting  period (as determined from the audited annual accounts for that 14 - 1,931 6,072 23,640 31,657 The Directors have considered a period of 12 months from the period) is now subject to the Performance Value per share being at Balance as at 31 August 2021 date of this report for the purposes of determining the Company’s least 110p at the end of the relevant period. Performance Value per going concern status which has been assessed in accordance with Share is calculated as the total of the net asset value, the Dividends paid - - (1,831) - - (1,831) the guidance issued by the Financial Reporting Council. The performance incentive fees previously paid or accrued by the Directors have a reasonable expectation that the Company has Company for all previous accounting periods and the cumulative Comprehensive income for the period - - (2,316) 9,917 (251) 7,350 adequate resources to continue in operational existence for the amount of dividends paid by the Company before the relevant foreseeable future and believe that it is appropriate to continue to accounting reference date, with the aggregate amount of these Issue of shares 6 15,356 - - - 15,356  divided by the number of Ordinary Shares in issue in the Company statements. This is appropriate as the Company’s listed shares are on the relevant date (excluding the Performance Incentive Shares). | Share issue cost | - (169) - - - (169) | held for liquidity purposes and will be sold as and when required to | | | --- | --- | --- | --- | | | | ensure the Company has adequate cash reserves to meet the | The amount of the performance incentive fee will be equal to | | | | Company’s running costs. | 20% of the amount by which the Performance Value per Share | | Repurchase of own shares | - - - - (17) (17) | | | at the end of an accounting period exceeds the High Water Mark  (being the higher of 110p and the highest Performance Value per Balance as at 28 February 2022 20 15,187 (2,216) 15,989 23,372 52,352 All investments are measured at fair value. They are all held as part Share at the end of any previous accounting period), multiplied by of the Company’s investment portfolio and are managed in the number of relevant Ordinary Shares in issue at the end of the accordance with the investment policy set out on page 63. relevant period (excluding any Performance Incentive Shares). That amount will be allocated, at the discretion of the Investment  Listed investments are stated at bid price at the reporting date. Manager, between the Investment Manager itself and the The Capital reserve-realised includes gains/losses that have been realised in the year due to the sale of investments, net of Management Team. Unquoted investments are stated at fair value by the Directors with related costs. The Capital reserve-unrealised represents the investment holding gains/losses and shows the gains/losses on reference to the International Private Equity and Venture Capital At each balance sheet date, the Company accrues for any investments still held by the Company not yet realised by an asset sale.  performance fee payable based on the calculation set out above. Share premium represents premium on shares issued less issue costs. • Investments which have been made within the last twelve  months or where the investee company is in the early stage of The revenue reserve represents the cumulative revenue earned less cumulative distributions. All expenses (inclusive of VAT) are accounted for on an accruals basis. development will usually be valued at either the price of recent  investment or cost except where the company’s performance  • expenses incidental to the acquisition or disposal of an  investment charged to capital; and methodology will be adopted. Puma VCT 13 plc Annual Report and Accounts 2022Puma VCT 13 plc Annual Report and Accounts 2022 82 83 ##  ### FOR THE YEAR ENDED 28 FEBRUARY 2022 ### continued | • the investment management fee, 75% of which has been |  | 4. OTHER EXPENSES | | | | | 6. BASIC AND DILUTED RETURN/(LOSS) PER | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | |  | | | | Year ended | | Year ended | | | | |  | | | | | | ORDINARY SHARE | | | opinion, attributable to the maintenance or enhancement of the | | | 28 February 2022 | | 28 February 2021 | | | | | | The Company makes estimates and assumptions concerning | | | | | | | Year ended 28 February 2022 | value of the Company’s investments in accordance with the the future. The resulting accounting estimates and assumptions £’000 £’000 Board’s expected long-term split of return; and Revenue Capital Total   Accounting and 120 60 £’000 £’000 £’000 • the performance fee which is allocated proportionally to revenue administration services a material adjustment to the carrying amounts of assets within and capital based on the respective contributions to the Net Comprehensive  Directors’ fees 61 60 income for the year (463,000) 9,767,000 9,304,000 Asset Value. investments, especially due to the ongoing impact of Covid-19. Social security costs 8 4 Further details of the unquoted investments are disclosed in Weighted average   Auditor’s fees 54 33 number of shares in the Investment Manager’s Report on pages 6 to 54 and notes  Transaction costs - 1 issue for the year 29,951,765 29,951,765 29,951,765   Other expenses 97 46   | | 2. INCOME | | | | | | average number | | --- | --- | --- | --- | --- | --- | --- | --- | | between capital and revenue return on the marginal basis as | | | | | | 340 204 | | | | | | Year ended | | Year ended | | of management | | recommended by the SORP. | | 28 February 2022 | | 28 February 2021 | | | | incentive shares (see note 11) (3,895,834) (3,895,834) (3,895,834)  £’000 £’000 Puma Investments provides accounting and administrative that have originated but not reversed at the balance sheet date, services to VCT 13, payable quarterly in advance. The fee is Weighted average Income from investments where transactions or events that result in an obligation to pay calculated as 0.35% of VCT 13’s NAV, using the latest published number of shares Qualifying interest income 20 - NAV and the number of shares in issue at each quarter end. for purposes of more, or right to pay less, tax in the future have occurred at the return/(loss) per balance sheet date. This is subject to deferred tax assets only Dividends received 32 21 Directors’ fees paid in year are disclosed in the Directors’ share calculations 26,055,931 26,055,931 26,055,931 being recognised if it is considered more likely than not that there Remuneration Report on page 68. Company has no employees 52 21   Return per share (1.77)p 37.48p 35.71p    3. INVESTMENT MANAGEMENT AND   Year ended 28 February 2021 which are capable of reversal in one or more subsequent periods. PERFORMANCE FEES has been grossed up in the table above to be inclusive of VAT. No Deferred tax is measured on a non-discounted basis at the tax non-audit services were provided by the Company’s auditor in the Year ended Year ended Revenue Capital Total rates that are expected to apply in the periods in which timing 28 February 2022 28 February 2021  £’000 £’000 £’000   £'000 £'000 enacted or substantively enacted at the balance sheet date. Total comprehensive . 5. TAX income for the year (268,000) 4,685,000 4,417,000 Puma Investments fees 700 343 | | | | | Year ended | | Year ended | | | --- | --- | --- | --- | --- | --- | --- | --- | |  | | | 28 February 2022 | | 28 February 2021 | | | | | Performance fees | 1,897 717 | | | | | Weighted average | Realised losses and gains on investments, transaction costs, the (see note 11) number of shares in £’000 £’000 capital element of the investment management fee and taxation issue for the year 19,858,132 19,858,132 19,858,132 2,597 1,060 are taken through the Income Statement and recognised in the  Capital Reserve – Realised on the Balance sheet. Unrealised  charge for the period - - average number losses and gains on investments and the capital element of the Puma Investment Management Limited (“Puma Investments”) of management performance fee are also taken through the Income Statement  9,304 4,417 has been appointed as the Investment Manager of the Company incentive shares and are recognised in the Capital Reserve – Unrealised.  Current tax at 19% (see note 11) (3,895,834) (3,895,834) (3,895,834) less than twelve months’ notice, given at any time by either party,  1,768 839  Weighted average  Debtors include other debtors and accrued income which is Gains on investments (2,316) (1,075) number of shares performance of the Investment Manager. Under the terms of recognised at amortised cost, equivalent to the fair value of the Tax losses carried forward 548 236 for purposes of this agreement Puma Investments will be paid an annual fee of expected balance receivable. return/(loss) per 2% of the Net Asset Value payable quarterly in arrears calculated - - share calculations 15,962,298 15,962,298 15,962,298 on the relevant quarter end NAV of the Company. These fees CREDITORS (Loss)/return  Creditors are initially measured at the transaction price and Capital returns are not taxable as the Company is exempt from tax per share (1.68)p 29.35p 27.67p allotment). These fees are capped, the Investment Manager having subsequently measured at amortised cost, being the transaction on realised capital gains whilst it continues to comply with the VCT agreed to reduce its fee (if necessary to nothing) to contain total price less any amounts settled. regulations, so no corporation tax is recognised on capital gains or annual costs (excluding performance fee and trail commission) to 7. DIVIDENDS losses. Due to the intention to continue to comply with the VCT  3.5% the Company’s net assets. Total costs this year were 2% of regulations, the Company has not provided for deferred tax on any During the year, an interim dividend of 6.5p per Ordinary share Final dividends payable are recognised as distributions in the  realised or unrealised capital gains and losses. No deferred tax asset was paid from Capital reserves – realised in relation year ended  In addition to the investment manager fees disclosed above, during has been recognised in respect of the tax losses carried forward due 28 February 2022 totalling £1.8 million, the Directors do not payment has been established. The liability is established when the the year, Puma Investments Management Limited charged fees of to the uncertainty as to recovery.  dividends proposed by the Board are approved by the   Shareholders. Interim dividends are recognised when paid. per Ordinary share in relation to the year ended 28 February 2023, the dividend was paid on 24 March 2022 totalling £2.0 million. Puma VCT 13 plc Annual Report and Accounts 2022Puma VCT 13 plc Annual Report and Accounts 2022 84 85 ##  ### FOR THE YEAR ENDED 28 FEBRUARY 2022 ### continued | 8. INVESTMENTS | | | 9. DEBTORS | | | | | to each accounting period as determined from the audited | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | As at | | As at | annual accounts for that period, subject to the Performance | | | Qualifying venture | Non-qualifying | | | | | | | | | | | | 28 February 2022 | | 28 February 2021 | | | Value per share being at least 110p at the end of the relevant capital investments investments Total period. Performance Value per Share is calculated as the total (a) Movements in investments £’000 £’000 £’000 £’000 £’000 of the net asset value, the performance incentive fees previously Book cost at 1 March 2021 12,358 1,445 13,803 Other debtors 90 65 paid or accrued by the Company for all previous accounting Net unrealised at 1 March 2021 Accrued income 19 - periods and the cumulative amount of dividends paid by the 7,623 (90) 7,533 Company before the relevant accounting reference date, with 109 65 Valuation at 01 March 2021 19,981 1,355 21,336 the aggregate amount of these divided by the number of Ordinary Shares in issue in the Company on the relevant date Purchases at cost 12,732 38 12,771 Other debtors includes cash held by the company’s brokers of (excluding the Performance Incentive Shares).   The amount of the performance incentive fee will be equal to 20% Proceeds (5,036) (32) (5,067) 10. CURRENT LIABILITIES - CREDITORS of the amount by which the Performance Value per Share at the end Realised net gains/(losses) on disposals 585 12 597 of an accounting period exceeds the High Water Mark (being the | | | As at | | As at | | | --- | --- | --- | --- | --- | --- | | Net unrealised 11,436 155 11,591 | | | | | higher of 110p and the highest Performance Value per Share at the | | | 28 February 2022 | | 28 February 2021 | | | end of any previous accounting period), multiplied by the number of Valuation at 28 February 2022 39,699 1,528 41,228 £’000 £’000 relevant Ordinary Shares in issue at the end of the relevant period Book cost at 28 February 2022 23,793 1,445 25,238 (excluding any Performance Incentive Shares). That amount will be Other debtors 2,156 848 allocated, at the discretion of the Investment Manager, between the Net unrealised gains at 28 February 2022 15,906 83 15,989 Accrued income 13 13 Investment Manager itself and the Management Team. Valuation at 28 February 2022 2,169 861 39,699 1,528 41,228 Under the previous performance incentive arrangement (set out above) 3,895,834 Ordinary Shares are held by the Investment Redeemable preference shares were issued for total consideration Year ended 28 Year ended 28 Manager and members of the investment management team February 2022 February 2021 £12,500 to Puma Investment Management Limited, being one (“Performance Incentive Shares”). Under the terms of the (b) Gains/(losses) on investments £’000 £’000  incentive arrangement, all rights to dividends will be waived under s.761 of the Companies Act 2006. except, amounts payable under the new performance incentive Realised gains/(losses) on investment 597 (69) fee will, where possible, be paid as a dividend through these Each of the redeemable preference shares carries the right to a Unrealised gains/(losses) in period 11,592 5,729 Performance Incentive Shares.  12,189 5,660 (exclusive of any imputed tax credit available to shareholders) on Under the new agreement, a performance fee of £1,897,000 the nominal amount thereof but confers no right to vote except   as otherwise agreed by the holders of a majority of the Shares. new performance incentive arrangement. This is calculated  On a winding-up, the redeemable preference shares confer the as 20% of the amount by which the Performance Value exceeds The Company’s investments are revalued each year, so until they are sold any unrealised gains or losses right to be paid the nominal amount paid on such shares. The the High Water Mark (129.71p), divided by the number of shares are included in the fair value of the investments. redeemable preference shares are redeemable at par at any time in issue. The shares in issue for this calculation exclude the by the Company and by the holder. Each redeemable preference 3,895,834 Performance Incentive Shares under the previous share which is redeemed, shall, thereafter be cancelled without arrangement. Market value as at Market value as at further resolution or consent. 28 February 2022 28 February 2021 (c) Quoted and unquoted investments £’000 £’000 12. CALLED UP SHARE CAPITAL 11. MANAGEMENT PERFORMANCE Quoted investments 1,529 1,355 As at As at INCENTIVE ARRANGEMENT 28 February 2022 28 February 2021 Unquoted investments 39,699 19,981 On 8 December 2016, the Company entered into an Agreement £’000 £’000 41,228 21,336 with the Investment Manager and members of the investment management team (together “the Management Team”) such Allotted, called up and fully paid: Further details of these investments (including the unrealised gains in the year) are disclosed that the Management Team will be entitled in aggregate to share in the Chairman’s Statement, Investment Manager’s Report, Investment Portfolio Summary in 20 per cent of the aggregate excess on any amounts realised   by the Company in excess of £1.05 per Ordinary Share, the 22,132,844) Ordinary Performance Target. This agreement was amended by a deed shares of 0.0005p each 20 11 of variation on 28 June 2018 to extend the terms to cover the extended fundraising period. Allotted, called up and partly paid: Following approval by shareholders, on 18 November 2020 this  agreement was amended by a deed of variation. Under the new Redeemable preference agreement, Puma Investments and members of the investment shares of £1 each 13 13 management team will be entitled to a performance in relation Puma VCT 13 plc Annual Report and Accounts 2022Puma VCT 13 plc Annual Report and Accounts 2022 86 87 ##  ### FOR THE YEAR ENDED 28 FEBRUARY 2022 ### continued During the year, 18,251,319 shares were issued at an average price      Market price risk arises mainly from uncertainty about future prices  average price of 116.5p per share). The consideration received for are market price risk, being the risk that the value of investment  The following analysis sets out the interest rate risk of the     caused by factors other than interest rate or currency movements, investments in the face of price movements. The Investment On 23 February 2022 the Company repurchased 14,200 Ordinary liquidity risk, credit risk and interest rate risk. The Board regularly Manager actively monitors market prices and reports to the Board, shares. Average Period reviews and agrees policies for managing each of these risks. which meets regularly in order to consider investment strategy. Rate interest until Total The Board’s policies for managing these risks are summarised Following the period end, a further 11,908,313 shares were issued status rate maturity £’000 The Company’s strategy on the management of market price risk below and have been applied throughout the year. at an average price of 123.97p. The consideration received for is driven by the Company’s investment policy as outlined in the Cash at bank these shares was £14.8 million. Strategic Report on page 63. The management of market price risk - RBS Floating 0.00% - 13,184  is part of the investment management process. The portfolio is  Loan and 13. NET ASSET VALUE PER ORDINARY SHARE  will fail to discharge an obligation or commitment that it has Loan notes Fixed 10.00% 53 months 2,481 movements through detailed and continuing analysis, with an entered into with the Company. The Investment Manager monitors objective of maximising overall returns to shareholders. Non- 28 February 28 February counterparty risk on an ongoing basis. The Company’s maximum Balance of | | 2022 | 2021 | | | | | | | | interest | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | |  | | | | | | assets | | | | | | | | | | | | Holdings in unquoted investments may pose higher price risk than | | bearing - - 38,587 | | | Net assets 52,352,000 22,936,000 | | | | | As at | | As at | quoted investments. Some of that risk can be mitigated by close | | | | | | | | | 28 February 2022 | | 28 February 2021 | | | | | 54,522 | involvement with the management of the investee companies Number of shares in issue 40,369,963 22,132,844 along with review of their trading results. Credit risk £’000 £’000  The following analysis sets out the interest rate risk of the  shares (see note 11) (3,895,834) (3,895,834) Cash 13,184 2,396   Number of shares in issue for Interest, dividends and other 2,591 65 purposes of Net Asset Value receivables  Average Period per share calculation 36,474,129 18,237,010 | | 2,481 - | Details of the Company’s unquoted investments are provided in | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Investments in loans, loan | | | Rate | interest | | | until | Total | | notes and bonds | | the Investment Portfolio summary on page 56. By their nature, | status | | rate | maturity | | £’000 | Net asset value per share unquoted investments may not be readily realisable and the Board Basic 143.53p 125.77p 18,256 2,461 Cash at bank considers exit strategies for these investments throughout the - RBS Floating 0.00% - 2,396 period for which they are held. As at the year end, the Company had no borrowings. Non- Credit risk arising on the sale of investments is considered to be Balance of 14. FINANCIAL INSTRUMENTS interest small due to the short settlement and the contracted agreements assets The Company’s liquidity risk associated with investments is bearing - - 21,401  in place with the settlement lawyers. managed on an ongoing basis by the Investment Manager in cash balances, debtors and certain creditors. The fair value of all conjunction with the Directors and in accordance with policies and 23,797  The cash held by the Company at the year-end is held in RBS. procedures in place as described in the Strategic Report and the the carrying value in the Balance Sheet. Excluding cash balances, Bankruptcy or insolvency of the bank may cause the Company’s Directors’ Report. The Company’s overall liquidity risks are  rights with respect to the receipt of cash held to be delayed or  monitored on a quarterly basis by the Board. The Company  limited. The Board monitors the Company’s risk by reviewing The reporting currency of the Company is Sterling. The Company  As at As at  has not held any non-Sterling investments during the year. payable and accrued expenses. 28 February 2022 28 February 2021  will, on instruction of the Board, move the cash holdings to   £'000 £'000 another bank. Financial assets and liabilities measured at fair value are disclosed The benchmark that determines the interest paid or received Financial assets at fair value  on the current account is the Bank of England base rate, which Credit risk associated with interest, dividends and other receivables  38,747 21,336   are predominantly covered by the investment management Financial assets that are procedures. Other receivables as at 28 February 2022 was mainly • Level 1 - Fair value is measured using the unadjusted quoted debt instruments measured  cash held by the company’s brokers, that is subject to reviews price in an active market for identical assets. at amortised cost 2,591 65 The Company has exposure to interest rate movements consistent with the banks noted above. primarily through its cash deposits which track the Bank of Financial liabilities measured • Level 2 - Fair value is measured using inputs other than quoted England base rate. at amortised cost (2,169) (861) Investments in loans and loan notes comprises a fundamental part prices that are observable using market data. of the Company’s venture capital investments, therefore credit risk 39,169 20,540 in respect of these assets is managed within the Company’s main • Level 3 - Fair value is measured using unobservable inputs. investment procedures. Puma VCT 13 plc Annual Report and Accounts 2022Puma VCT 13 plc Annual Report and Accounts 2022 88 89 ##   ### FOR THE YEAR ENDED 28 FEBRUARY 2022 ### continued Fair values have been measured at the end of the reporting 16. CONTINGENCIES, GUARANTEES AND ##  Puma VCT 13 plc FINANCIAL COMMITMENTS (the “Company”) 2022 2021 There were no commitments, contingencies or guarantees £’000 £’000  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 7 July 2022 at 11.00 am. Level 1 Investments listed 17. RELATED & CONTROLLING PARTY  on LSE 1,529 1,355 In the opinion of the Directors there is no immediate or ultimate  | Level 3 | | controlling party. | | | | --- | --- | --- | --- | --- | | Unquoted | | | 1.  | | | investments | 39,699 19,981 | Transactions with Key Management Personnel are disclosed | | thereon. | within the Directors Report from pages 65 to 67. 2.  41,228 21,336 himself for re-election. 18. POST BALANCE SHEET EVENTS 3. To re-elect Stephen Hazell-Smith as a director who retires in accordance with the UK Corporate Governance Code and, being eligible, The Level 3 investments have been valued in line with the  As detailed in note 12, since the year end 11,908,313 ordinary Company’s accounting policies and IPEV guidelines. This comprises shares have been issued for cash consideration of £14.8 million. 4.  of both loan an equity instruments, which are considered to be one himself for re-election. instrument due to them being bound together when assessing the An interim dividend of 4.5p per Ordinary share in relation to the 5. To re-appoint MHA MacIntyre Hudson as Auditors of the Company and to authorise the Directors to determine their remuneration. portfolio's returns to the shareholders. year ended 28 February 2023 was paid on 24 March 2022 totalling 6. To approve the policy set out in the Remuneration Report in the Annual Report and Accounts 2022. £2.0 million.  7. To approve the implementation report set out in the Remuneration Report in the Annual Report and Accounts 2022. Investments section of the Annual Report on pages 57 to 61. On 3 May 2022, the VCT realised it position in Tictrac Limited for 8. That, in addition to existing authorities, the Directors be and hereby are generally and unconditionally authorised in accordance with total proceeds of £3.6 million. section 551 of the Companies Act 2006 (“CA 2006”) to exercise all the powers of the Company to allot ordinary shares of £0.0005 15. CAPITAL MANAGEMENT each in the Company (“Shares”) up to an aggregate nominal amount of £46,000, such authority to expire on the later of 15 months from the date of the resolution or the next annual general meeting of the Company (unless previously renewed, varied or revoked by The Company’s objectives when managing capital are to safeguard the Company in general meeting). 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. 9. To authorise the Company generally and unconditionally to make one or more market purchases (within the meaning of section 693(4) The Company must have an amount of capital, at least 80% (as  measured under the tax legislation) of which must be, and remain, 9.1 the maximum aggregate number of Shares that is purchased is 7,836,513; invested in the relatively high risk asset class of small UK companies 9.2 the minimum price paid for a Share is £0.0005; within three years of that capital being subscribed. 9.3 the maximum price paid for a Share (exclusive of expenses) is the higher of; The Company accordingly has limited scope to manage its capital (i) an amount equal to 105 per cent of the average of the middle market prices shown in the quotations for a Share in the Daily structure in the light of changes in economic conditions and the  risk characteristics of the underlying assets. Subject to this purchased; and 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 (a) the last independent trade of; and of liquidity to remain a going concern. (b) the highest current independent bid for, a Share as derived from the London Stock Exchange Trading System; The Board has the opportunity to consider levels of gearing, however there are no current plans to do so. It regards the net 9.4 the Company may validly make a contract to purchase Shares under the authority hereby conferred prior to the expiry of such assets of the Company as the Company’s capital, as the level of authority which will or may be executed wholly or partly after the expiry of such authority, and may validly make a purchase of Shares liabilities is small, and the management of those liabilities is not in pursuance of any such contract; and directly related to managing the return to shareholders. 9.5 unless renewed, the authority conferred by this resolution shall expire either at the conclusion of the next annual general meeting of the Company or on 6 October 2023, 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. 10. That, subject to the passing of resolution 8 above, the Directors be and hereby are empowered (pursuant to section 570(1) of CA  the authority referred to in resolution 8 above as if section 561 of CA 2006 did not apply to any such allotment, such power to expire at the conclusion of the Company’s next annual general meeting, or on the expiry of 15 months following the passing of the resolution, whichever was the later (unless previously renewed or extended by the Company in general meeting). This power is limited to the  Puma VCT 13 plc Annual Report and Accounts 2022Puma VCT 13 plc Annual Report and Accounts 2022 90 # Notice of Annual General Meeting continued 10.1 any offer for subscription; 10.2 an offer of equity securities by way of rights; and 10.3 otherwise than pursuant to paragraphs 10.1 and 10.2 above, an offer of equity securities up to an aggregate nominal amount of 20% of the issued ordinary share capital of the Company immediately following closing of any offer for subscription referred to in paragraph 10.1 above. 11. That, subject to approval by the High Court of Justice, the amount standing to the credit of the share premium account of the Company, at the date an order is made confirming such cancellation by the Court, is cancelled. BY ORDER OF THE BOARD | Eliot Kaye | Registered Office: | | --- | --- | | Company Secretary | Casein House 57 St James's Street London SW1A 1LD | | Dated: 23 May 2022 | | Information regarding the Annual General Meeting, including the information required by section 311A of the CA 2006, is available from: www.auralinvestments.co.uk/pages/view/investors-information-vcts. Notes: (a) A member entitled to attend and vote at the meeting is entitled to appoint more than one proxy to exercise all or any of his rights to attend, speak and vote in his place on a show of hands or on a poll provided that each proxy is appointed to a different share or shares. Such proxy need not be a member of the Company. A form of proxy is enclosed. (b) A proxy need not be a member of the Company but must attend the Annual General Meeting in order to represent his appointor. A member entitled to attend and vote at the Annual General Meeting may appoint the Chairman or another person as his proxy although the Chairman will not speak for the member. A member who wishes his proxy to speak for him should appoint his own choice of proxy (not the Chairman) and give instructions directly to that person. If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in these Notes. 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. (c) 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, SLC Registrars, PO Box 5222, Lancing, BN99 9FG or electronically at proxy@slzregistrars.com, in each case not less than 48 hours (excluding weekends and public holidays) before the time appointed for holding the Annual General Meeting or adjourned meeting at which the person named in the Form of Proxy proposes to vote. In the case of a poll taken more than 48 hours (excluding weekends and public holidays) after it is demanded, the document(s) must be delivered as aforesaid not less than 24 hours (excluding weekends and public holidays) before the time appointed for taking the poll, or where the poll is taken not more than 48 hours (excluding weekends and public holidays) after it was demanded, be delivered at the meeting at which the demand is made. (d) 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, SLC Registrars, PO Box 5222, Lancing, BN99 9FG. 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 an e-mail to proxy@slzregistrars.com. Puma VCT 13 plc Annual Report and Accounts 2022 In either case, the revocation notice must be received by the Company before the Annual General Meeting or the holding of a poll subsequent to the appointment but the revocation is received after the time specified the remain valid. (e) Completion and return of a Form of Proxy will not preclude a member of the Company to appoint a proxy and that member attends the Annual General Meeting or the following terminated: (f) Copies of the Directors' Letters of Appointment and a copy of the current registered office of the Company during usual business hours on any website or at the time of the notice, until the end of the Annual General Meeting and at the place of the date and during the Annual General Meeting. (g) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2022, the Company's shares registered on the Register of Members of the Company (the Company's shares registered on the Register of Members of the Company) and the General Meeting is adjourned, on the Register of Members 48 hours before the date of the attendance of the Board and vote at the said Annual General Meeting in respect of such shares. The shares on the Register of Members after 6.30 pm on 5 July 2022 on, in the case of the Register of Members less than 48 hours before the time of any adjournment, are not to be paid for any person to attend and vote at the Annual General Meeting. (h) As at 23 May 2022 the Company's issued share capital comprised 52.27% of the shares of £1 each. The total number of voting rights in the Company as a member will include information on the number of shares and voting rights. (i) If you are a person who has been nominated under section 146 of the CA 2006: - You may have a right under an agreement between you and the member of the Company with the information rights ("Relevant Member") to be appointed or to have so many other members of the Company meeting. - If you either do not have such a right or if you have such a right but do not have the right to be between you and the Relevant Member to give instructions to the Relevant Member. - Your main point of contact in terms of your investment in the Company's shares is to be taken and you should continue to contact them (and not the Company's shares) and details and your interest in the Company (including any administrative) will be expressly requested as a response from you. (j) A corporation which is a member can appoint one or more corporate registrars and a member provided that no more than one corporate representative ever is appointed. (k) A vote withheld is not a vote in law, which means that the vote will not be a party. If no voting indication is given, the proxy will vote or abstain from voting at the time of voting as he or she thinks fit in relation to any other matter which is put in the power of attorney. (l) Except as provided above, members who have general queries about the Company's shares, PO Box 5222, Lancing, BN99 9FG on 0203 890 2122 (no other person). (m) Members may not use any electronic address provided either in this notice (including the Chairman's letter and proxy form), to communicate with the Company with the address stated. (n) Resolutions 2-4: Information about the Directors who are proposed by the Company to be chosen in the Annual Report and Accounts 2022. Puma VCT 13 plc Annual Report and Accounts 2022 92 Form of Proxy # **EXPLANATION OF SPECIAL BUSINESS** # **EXPLANATION OF RESOLUTIONS 9, 10 AND 11 TO BE PROPOSED AT THE ANNUAL GENERAL MEETING** On page 89 of the Report is the notice of Annual General Meeting which will be held on 7 July 2022. Set out below is a brief explanation of the resolutions comprising special business to be proposed at the Annual General Meeting. # **RESOLUTION 9** In certain circumstances it may be advantageous for the Company to purchase its own shares. Resolution 9, 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 2023 Annual General Meeting on 6 October 2023, 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 the date of the resolution) and the maximum and minimum prices at which they may be bought. # **RESOLUTION 10** The notice of the Annual General Meeting includes a resolution (Resolution 8) which will be proposed to ensure the Directors have authority to allot ordinary shares in the Company until the date of the 2023 Annual General Meeting on 6 October 2023, up to an aggregate nominal amount of £46,000 (representing approximately 176 per cent of the issued ordinary share capital of the Company as at 23 May 2022). Resolution 10 is proposed to 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 11** Resolution 11 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. # **COMPANY NUMBER 10376236 PUMA VCT 13 PLC** For use at the Annual General Meeting of Puma VCT 13 plc, converted for 7. London, SW1A 1LD I/We (BLOCK CAPITALS PLEASE) of \_\_\_\_\_ being (a) member(s) of the Company hereby appoint the Chairman of the M or as my/our proxy and to attend and vote for me/us on my/our behalf at 7 July 2022 and at any adjournment thereof. My/our proxy is to vote as I Notice of Annual General Meeting (see Note 9). If you wish to appoint multiple proxies please see note 1 over. ☐ Please also tick here if you are appointing more than one proxy. I have indicated with a 'X' how I/we wish my/our votes to be cast on the following: # **Ordinary Resolutions** | 1 | To receive and adopt the Report and Accounts | | --- | --- | | 2 | To re-elect David Buchler | | 3 | To re-elect Stephen Hazell-Smith | | 4 | To re-elect Graham Shore | | 5 | To re-appoint MHA MacIntyre Hudson as Auditors and to authorise the Directors to determine their remuneration | | 6 | To approve the policy set out in the Remuneration Report | | 7 | To approve the implementation report set out in the Remuneration Report | | 8 | Authority to allot shares | # **Special Resolutions** | 9 | To authorise the Company to buy back shares | | --- | --- | | 10 | Disapplication of pre-emption | | 11 | Cancellation of share premium account | Dated \_\_\_\_\_ Signed or sealed (see Note 6) \_\_\_\_\_ Puma VCT 13 plc Annual Report and Accounts 2022 Puma VCT 13 plc Annual Report and Accounts 2022 94 95 ##   ### continued  1. Any member of the Company entitled to attend and vote at the Annual General Meeting is also entitled to appoint one or more proxies to attend, speak and vote instead of that member. A member may appoint more than one proxy in relation to the Annual General  A proxy may demand, or join in demanding, a poll. 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. 2. If you wish to appoint a proxy of your own choice delete the words “the Chairman of the Meeting” and insert the name and address of the person whom you wish to appoint in the space provided. 3. Any alterations to the Form of Proxy should be initialled. 4.   delivered to SLC Registrars, PO Box 5222, Lancing, BN99 9FG or electronically at proxy@slcregistrars.com, in each case not less than 48 hours (excluding weekends and public holidays) before the time appointed for holding the Annual General Meeting or adjourned meeting at which the person named in the Form of Proxy proposes to vote. In the case of a poll taken more than 48 hours (excluding weekends and public holidays) after it is demanded, the document(s) must be delivered as aforesaid not less than 24 hours (excluding weekends and public holidays) before the time appointed for taking the poll, or where the poll is taken not more than 48 hours (excluding weekends and public holidays) after it was demanded, be delivered at the meeting at which the demand is made. 5.  • by sending a signed hard copy notice clearly stating the intention to revoke the proxy appointment to SLC Registrars PO Box 5222, Lancing, BN99 9FG. In the case of a member which is a company, the revocation notice must be executed under its common seal   revocation notice. • by sending an e-mail to proxy@slcregistrars.com. • In either case, the revocation notice must be received by SLC Registrars, PO Box 5222, Lancing, BN99 9FG 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  6. In the case of a corporation, this form must be executed under its common seal or signed on its behalf by its attorney or a duly authorised  7.  will be accepted to the exclusion of the votes of the other joint holders. 8. 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. 9. 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)  Puma VCT 13 plc Annual Report and Accounts 2022Puma VCT 13 plc Annual Report and Accounts 2022 Investment Manager Cassini House 57 St James’s Street London SW1A 1LD Adviser Enquiries: 020 7408 4070 Investor Enquiries: 020 7408 4100 info@pumainvestments.co.uk www.pumainvestments.co.uk Puma Investments is a trading name of Puma Investment Management Limited which is authorised and regulated by the Financial Conduct Authority. FCA Number 590919. PI001309-0522