ANNUAL REPORT & ACCOUNTS 2023
## Puma VCT  plc
1
## Contents  
Ofﬁcers and Directors’
Professional Advisers Remuneration Report
##  
Chairman’s Corporate Governance
Statement Statement
##  
Financial Independent
highlights Auditor’s Report
##  
Portfolio Income
diversiﬁcation Statement
##  
Investment Manager’s Balance Sheet
Report
##  
Liquidity Management Statement of
Investments Cash Flows
##  
Investment Statement of
Portfolio Summary Changes in Equity
##  
Signiﬁcant Notes to the
Investments Financial Statements
##  
Directors' Notice of Annual
biographies General Meeting
##  
Strategic Report Form of Proxy
## 
Directors' Report
2
## Oicers and
## Professional Advisers

| Directors | Independent Auditor |
| --- | --- |
| David Buchler (Chairman) | MHA |
| Graham Shore | Statutory Auditor |
| Stephen Hazell-Smith | 6th Floor |

2 London Wall Place
Secretary London EC2Y 5AU
Eliot Kaye
Sponsors and Solicitors
Registered Number Howard Kennedy
10376236 No 1 London Bridge
London SE1 9BG
Registered Ofﬁce

| Cassini House | Bankers |
| --- | --- |
| 57 St James’s Street | The Royal Bank of Scotland plc |
| London SW1A 1LD | London City Ofﬁce |

PO Box 412
Investment Manager 62-63 Threadneedle Street
Puma Investment London EC2R 8LA
Management Limited

| Cassini House | VCT Tax Adviser |
| --- | --- |
| 57 St James’s Street | PricewaterhouseCoopers LLP |
| London SW1A 1LD | 1 Embankment Place |

London WC2N 6RH
Registrar

| Neville Registrars Limited | Custodian |
| --- | --- |
| Neville House | Pershing Securities Limited |
| Steelpark Road | 1 Canada Square |
| Halesowen B62 8HD | London E14 5AL |
| Administrator | Howard Kennedy |
| PI Administration | No 1 London Bridge |
| Services Limited | London SE1 9BG |

Cassini House
57 St James’s Street
London SW1A 1LD
1
## Chairman’s
## Statement
## Overall strong portfolio
## performance with proﬁt I am pleased to present the
## after tax of £. million ﬁfth report and ﬁnancial
### statements for Puma VCT
### 13 plc (‘the Company’) for the
## Profit per ordinary
### year to 28th February 2023.
## share was .p based on
### It has been another successful
## weighted average number of
### year for the Company, and
## shares in the period
### I am delighted to be able to
### report on its highlights.
## £ million raised
## in new equity through full Overview
The Company’s Net Asset Value (“NAV”) per
## subscription of the further
share at the end of the year stood at 133.05p.
## fund-raising oer with overall
Eight of the Company’s qualifying holdings
## NAV now crossing the £100 were written up in value – including Inﬂuencer,
which was written up by £4.1 million, Everpress
## million mark post period end
by £2 million and CameraMatics by £0.8 million.
Their continued domestic and overseas
expansions have driven signiﬁcant revenue
## Funds raised in the prior
increases and as such, their valuations have
increased signiﬁcantly over the period. Three
## period are already %
of the Company’s qualifying holdings were
## invested in qualifying marked down in value. These movements,
together with running costs, accounted for the
## holdings, % above the
overall NAV movement. The Company’s proﬁt
## HMRC requirement of % for the year was £2.7m (2022 £9.3m).
Post period end, the Board activated the
## for  February , with all
£10 million over-allotment facility after
## funds raised in prior periods successfully ﬁlling the initial fund-raising of
£40 million. In total, £50 million was raised in
## having met their %
new equity with the overall NAV now crossing
## qualifying investment target the £100 million mark.
## Successful exit of Tictrac
## on  May , delivering
## a .x cash return
2
CHAIRMAN'S STATEMENT > CONTINUED

### Investment activity and portfolio

We are pleased to report that 2022/3 has been an active year for the Company with two new qualifying investments in this period, made alongside other Puma-managed funds as well as several follow-on investments. The new investments were £2.4m into MUSO and £2.2m into HR Duo. This brings the overall number of qualifying investments to 13 following the successful exits of Pure Cremation and Tictrac. Follow-on investments were also made to Le Col, Dymag, Everpress and Ron Dorff. Post period end the Company added an additional investment to the portfolio, technology business Iris Audio Technologies. The Company also achieved its second successful exit, of Tictrac, on 3 May 2022 delivering a 1.9x cash return.

### Fundraising

During the year, the company undertook further fund-raising. The Company raised £42.7m during the year, with a further £22.3m raised after the year-end meaning that the new offer has been fully subscribed. This fund-raising – the biggest in the Company's history and one of the largest in the market during this period, gives the Company substantial deployable funds and will help spread fixed costs over a wider shareholder base. It also gives the Company the ability to expand the portfolio substantially. The Company intends to re-open for another fund-raising in the second half of the current year.

### Net asset value

The NAV per share at the year-end was 133.05p (2022: 143.53p). This figure reflects the initial funds raised less the costs of issue, movements in the value of the portfolio and running costs of the Company.

### VCT qualifying status

PricewaterhouseCoopers LLP ("PwC") provides the Board and the Investment Manager with advice on the ongoing compliance with HMRC rules and regulations concerning VCTs and has reported no issues in this regard for the Company to date. PwC and other specialist

advisors will continue to assist the Investment Manager in establishing the status of potential investments as qualifying holdings, monitoring rule compliance and maintaining the qualifying status of the Company's holdings in the future.

### Outlook

It is well documented that much of 2022 was somewhat challenging – not only because of the war in Ukraine, but the latent effects of the global pandemic were still being felt across numerous supply chains. However, the latter stages of the year and the beginning of 2023 have presented more favourable market conditions and the Investment Manager, who has a strong reputation as a provider of capital to well managed later staged businesses, is now investing actively. With substantial new funds available for deployment the Company can take advantage of a growing number of opportunities from right across the economy where there is real quality and value.

And we look forward to the remainder of 2023 with quiet confidence despite the economy being at a crossroads. Recent economic data, combined with a budget focused on economic growth indicates that currently the economy may well avoid a recession and return to low growth. The UK continues to benefit from an active and dynamic industry of small and medium-sized enterprises, and whilst some sectors will continue to experience challenges, as a generalist investor with a strong reputation as a provider of capital to well-managed, later-stage businesses, we are excited by the current flow of prospective qualifying investments under consideration. At the time of writing the Investment Team is currently in execution phase with two potential investments. We are confident that we will continue to make good progress in executing our investment strategy and meeting our ongoing qualifying holding tests as a VCT.

**David Buchler**

Chairman

15 June 2023

3
## Financial highlights
AS AT 28 FEBRUARY 2023
Company details and performance
## £.77m .05p p
Net Assets NAV / Share Dividends paid in the
year to February 2023
## £.7m .11p
Company proﬁt for Return per ordinary share
the period
Fundraising and cash Qualifying investment activity

| £.m | 2% |
| --- | --- |
| Cash available for new | of NAV invested in qualifying |
| investments post the year-end | investments |

## £.7m 2%
Cash raised during the year Increase in qualifying value over cost
## £.3m HR Duo &MUSO
Cash raised post year-end New investments in year ending February 2023
4
## Portfolio diversification
AS AT 28 FEBRUARY 2023
Invested by Industry (cost)
## % %
Consumer goods Software &
computer services
## %
## % Media
Marketplace
## %
## %
Software development
Industrials
## %
Leisure (inc.F&B)
Invested by Industry (fair value)
## % %
Consumer goods Software &
computer services
## %
Marketplace
## %
## %
Leisure (inc. F&B)
Media
## % %
Industrials Software development
5
## Investment
## Manager’s Report
6
### Despite the lockdown memories now beginning to fade,
### the global pandemic has continued to cast a shadow over the
### UK economy. The last 12 months have seen several ongoing
### challenges for British businesses: from supply constraints and
### delays in logistics, to high staff vacancy rates and staff shortages.
### There remain more than a million vacancies across the UK,
### exacerbated by a worrying increase in long-term sickness.
### Alongside the ongoing war in Ukraine, these economic
### headwinds have driven up inﬂation, which, as the latest
### data indicates, is proving stubbornly slow to come down.
### Unfortunately none of us are exempt from the impacts
### of such signiﬁcant price growth, and all economic actors
### – consumers, investors and businesses alike – have felt its
### damaging effects. No wonder then, that in a bid to wrestle it
### under control and prevent further damage to the economy,
### the Bank of England has been forced to drive up rates so
### quickly, now surpassing the base case forecast of 4% as
### outlined last September in our Prosper magazine.
 Vacancies and jobs in the UK – Ofﬁce for
National Statistics (ons.gov.uk)
 Consumer price inﬂation, UK – Ofﬁce for
National Statistics
 UK interest rates: What the rise means for
you – BBC News
7
INVESTMENT MANAGER’S REPORT > CONTINUED
It is not yet known what this means for the UK plc, consultancy training and mindset after working
although we seem to have narrowly avoided with Accenture and Baringa. More recently
a recession so far. Indeed, there are a we’ve taken on our ﬁrst dedicated regional staff
number of positive signs that the economy member, welcoming Mark Lyons as an Investment
may actually be starting to strengthen as Director in Manchester. Mark’s primary focus will
we move into the summer period. be on scaling businesses in the North of England,
where we know there is huge growth and a lot
High energy prices did not last as long as had
of interesting businesses looking for funding.
been predicted. The UK Government provided

| a sustained and welcome level of ﬁnancial | The past 12 months have re-afﬁrmed the |
| --- | --- |
| support, so that UK consumers were somewhat | beneﬁts of our generalist, multi-sector approach. |
| cushioned, and price rises were much less severe | The dangers of pooling large numbers of |
| than had been feared. As wholesale energy | similar assets and viewing that as protective |
| prices have started to fall, the coming months | diversiﬁcation was evident during the global |
| are due to see these lower prices translate into | ﬁnancial crisis, which struck at the end of 2007 |
| retail markets – which, in turn, should bring down | and continued into 2008. The turmoil was a |
| inﬂation as well as bolster consumer spending. | direct result of derivatives that were backed by |
| Indeed, we appear to now be seeing some | cheap, carelessly diligenced mortgages in the |
| small green shoots of growing conﬁdence, with | US; mortgages that were supposed to beneﬁt |
| GFK reporting in its latest consumer index, that | from the protection of diversiﬁcation by their |
| overall consumer conﬁdence is now up for its | sheer number, but instead turned out to be |
| ﬁfth consecutive month – albeit at -27 points. | highly correlated. As turmoil ﬂowed through |

the entire US property market, they all crashed
According to the Institute of Directors, half of all
together, and contagion and fear brought much
the 900 ﬁrms it surveyed across all parts of the
of the global banking system along too.
economy, reported that their order books were
healthier than at the end of 2022 – highlighting More recently, commentators have been
a pick-up in outlook across all sectors. talking about ‘diversiﬁcation’ when describing
funds that have a large number of very similar
From an investment perspective, the very high
companies – all at the same stage, operating
valuations that we saw in the ﬁrst half of 2022 have
in the same sector. In our view, such portfolios
come down considerably. For those like ourselves
offer very little diversiﬁcation since companies
with capital to invest, there are now a number of
in the same sector have very similar valuation
exciting opportunities – although good companies
movements (in response to interest rates) or have
are sometimes cautious about coming forward
customers with very similar demand patterns.
for funding when valuations are depressed.
Companies in the same sector have hidden
Fortunately, we have a strong and established
shared dependencies, and that drives up risk.
network of introducers. During 2022 we saw more
than 445 companies for an initial review – and Many of you will have seen the recent collapse
inﬂows in the early months of 2023 have exceeded of Silicon Valley Bank – the $212 billion tech-lender,
the same time last year. To support this growth whose demise triggered dreadful memories of 2007/8.
in activity, and to ensure we maintain the very Its downfall has been yet another stark reminder
hands-on approach that we have reﬁned over that all sectors have dominant counterparties (be
many years, we have invested heavily in our team. they banks, suppliers, logistics providers etc), and a
We added to our value creation function in 2022 portfolio that is highly concentrated in a single sector
with the appointment of James Craig who brings brings signiﬁcant exposure to those counterparties
in ways that are not immediately obvious.
As a specialist technology lender, the collapse
of SVB had huge repercussions for those that
were invested in tech. So, while sector focus may
bring specialism – it can also bring danger.
8
INVESTMENT MANAGER’S REPORT > CONTINUED
Our approach has always been purposefully
multi-sector so that we can mitigate against
such risks and take a more holistic view across
the whole economy. We always have been, and
will always be, as a sector-agnostic, generalist
investor, avoiding the ‘hottest’ or faddiest sectors.
It’s an approach that continues to stand the
test of time, and ensures we are best placed to
weather whatever economic storms the global
macroeconomic environment might throw at us.
Rupert West
Managing Director
 Consumer conﬁdence up three points in
May (gfk.com)
 Business and Consumer Conﬁdence: Key
Economic Indicators – House of Commons
Library (parliament.uk)
9
## CAMERAMATICS
## Continuing to
## drive its overseas
## expansion
10
φ

# £2.0m

Puma VCT 13 participation

(Total investment to date £4.7m)

SECTOR
Fleet and Safety
Technology

LOCATION
UK and Ireland

ESTABLISHED
2016

EXPANSION
US

CameraMatics provides a range of fleet management solutions which transform how businesses operate and deliver value to their customers. Designed from a deep understanding of customers' needs, its vehicle operations cloud platform has been developed to support mobile workers and fleet managers automate the manual processes involved in transportation and logistics and reduce risks.

In 2021, Puma Funds invested £4.7 million into CameraMatics. The investment has been primarily focused on supporting the expansion of the US branch of CameraMatics, and growing its offering to large enterprise customers, following recent successes in the UK. Post period end, a further £2.8 million was invested by Puma Funds, bringing the total investment to £7.6 million.

|   | 28 February 2023 | 28 February 2022  |
| --- | --- | --- |
|  Equity Valuation | £3.61m | £2.84m  |
|  MOIC (Multiple of Investment cost) | 1.84x | 1.45x  |

11
Sector overview In September 2022, CameraMatics hired a number
of key personnel in the US. It launched a new website
According to Fortune Business Insights, the global
speciﬁcally designed for decision-makers managing
ﬂeet management software market was valued at
US trucking ﬂeets and business vehicle operators,
$18.2 billion in 2021 and is projected to grow to
to help them improve safety, efﬁciency and
$67.38 billion by 2029. Increasingly ﬂeet managers
compliance in their vehicles. CameraMatics is also
are looking for software solutions to monitor holistic
expanding into mainland Europe and the Middle
ﬂeet performance – not only to provide real-time
East and expects to create more than 50 jobs over
data insights that optimise ﬂeet efﬁciency, but also
the next two to three years in the UK and Ireland.
to meet Net Zero and Vision Zero targets requiring
safer ﬂeets with a reduced carbon footprint.
Sustainability
Our view on the sector Many governments have made commitments
to reach Net Zero by 2050. One area of focus for
the Net Zero standard is cutting the emissions
### The regulatory-driven adoption of systems,
from supply chains since transportation is one
### and the increased focus on driver safety of the largest contributors to global emissions,
### and wellness, are driving demand for systems better optimisation of ﬂeet operations plays a
central and critical role in an organisation’s ability
### which provide complete visibility of ﬂeet
to reduce its emissions.
### management. With AI and other new
CameraMatics not only offers a comprehensive
### technologies coming on stream at an
range of products which enable companies to
### ever-increasing pace, the ﬂeet management
gather key insights and information to better
### solutions sector promises sustained
manage their sustainability goals, it also provides
### opportunities for growth.” support for transitioning to electric ﬂeets. In
addition, analysis by CameraMatics has shown that
Ben Leslie
its products have enabled companies to beneﬁt
Investment Director, Puma Private Equity
from up to a 30% reduction in fuel usage – saving
Key recent successes money as well as helping reduce carbon emissions.
In May 2022, CameraMatics acquired Telematicus
Why we’ve Invested
to extend its green ﬂeet management capabilities
and to improve its support for the insurance CameraMatics provides a comprehensive range
industry. Telematicus was founded in 2009, and of scalable, innovative and customer-centric
quickly became a visible and respected player solutions for ﬂeet managers. These help to meet
working within the insurance sector, focused on a wide range of commercial, regulatory and
reducing risk for insurers and running high-proﬁle safety needs identiﬁed through the team’s deep
projects, such as the technology partner of choice understanding of the logistics and transportation

| for O2 and its O2Drive campaign. The driver | industry. Its focus on its customers with continued |
| --- | --- |
| app runs on IOS and Android smartphones, | development of new propositions to support |
| and helps drivers manage risk, environmental | day-to-day needs is a key USP for the business. |
| impact and vehicle running costs. | It has a sustained track record of winning new |

contracts, and now has more than 85 employees
In the summer of 2022, CameraMatics launched
and services more than 1,000 commercial ﬂeets.
DashMatics – an innovative software solution
designed to improve visibility, digitise processes
and manage risks. The system helps to prevent
accidents, but can be also used if an incident does
occur. The app allows both ﬂeet managers and
drivers to manage the process, making manual
paper-based reports a thing of the past.
 Fortune Business Insights, April 2022
 Puma Private Equity is the private equity
division of Puma Investments
12
OUR INVESTMENT VIEW
### CameraMatics is leading the way
### in ﬂeet safety technology solutions,
### and our funding has enabled it
### to expand into both the US and
### Europe, thereby strengthening
### its position in the global market.
### In the last  months its new
### product launches have supported
### its existing product suite and
### allowed it to enter new market
### verticals. The business is now
### focused on unlocking the
### opportunity to scale in the US,
### and we are pleased with the
### progress it has made.”
Ben Leslie
Investment Director, Puma Private Equity
CAMERAMATIC’S VIEW
### We have worked with Puma
### Private Equity for the last three
### years. We have found them to be
### supportive, strategic and practical
### to work with over this time.
### While most VCs say they are
### ‘founder-friendly’ we have found
### that Puma actually are, and they
### have become a key part of our
### team as we continue to scale
### internationally. Their advice is
### always honest, insightful and in
### the best interests of the business
### and all stakeholders.”
Mervyn O’Callaghan
CEO and Co-Founder, CameraMatics
13
## CONNECTR
## Building better
## engagement and equity
## in the workforce
14
φ

# £5.0m

Puma VCT 13 participation

(Total investment to date £8.7m)

SECTOR
HR Technology

LOCATION
UK

ESTABLISHED
2010

EXPANSION
Global

Connectr is an award-winning, industry-leading provider of cloud-based mentoring software for enterprise-level organisations. It supports many of the world's largest employers to attract, recruit, progress and retain future and existing hires, with high-impact, scalable mentoring programmes which drive engagement, inclusion and belonging via its online platforms – Connectr for Candidates and Connectr for Employees.

Puma Funds initially invested £2.8 million in August 2019, to support Connectr to develop its core product. Following impressive revenue growth in the following two years, Puma invested another £6 million in two later investment rounds (October 2020 and December 2021) to capitalise on the expansion opportunities available to the company.

|   | 28 February 2023 | 28 February 2022  |
| --- | --- | --- |
|  Equity Valuation | £6.42m | £8.97m  |
|  MOIC (Multiple of Investment cost) | 1.28x | 1.79x  |

15
Sector overview Our view on the sector
Despite some progress in diversity, equity and
inclusion (DE&I) policies being implemented, there
### Mentoring has moved into the mainstream,
is progress to be made in ensuring greater equity
### as more and more HR leaders understand
in the workplace. A recent study by the Chartered
### its beneﬁts. The people function in many
Institute of Personnel and Development showed
### that just under half (47%) of UK employers surveyed organisations is increasingly utilising
### do not have a dedicated DE&I strategy in place. technology to help combat the challenges
Only 38% of employers said they collected some
### they face in hiring, engaging and retaining
kind of equal opportunities monitoring data,
### sta. Hybrid working patterns have
and managers in 28% of organisations stated
### fundamentally changed the working
they were not given the time and resources to
### landscape, and we see huge opportunities
foster an inclusive and diverse team.
### for tech adoption in the HR space.”
In addition, while the commercial and moral
Ben Leslie
case for DE&I is clear, too many individuals from
Investment Director, Puma Private Equity
working class or underprivileged backgrounds
ﬁnd themselves disadvantaged in the workplace.
Key recent successes
The Global Social Mobility Report 2020: Equality,
The team has had a busy 12 months, with expansions
Opportunity and a New Economic Imperative,
in several areas. It has invested in adding new
found that the UK ranked among the worst
functionality to its existing products, as well as
countries in terms of progression for those from
bringing to market Connectr for Employees, which
poorer socio-economic backgrounds.
expands the product offering from the recruitment
The growth in HR and technology systems that cycle to the entire employee life-cycle. It has also had
support the DE&I market continues, as companies a number of large new client wins, including the
seek solutions to help them better understand and Phoenix Group, which is one of the UK’s largest life
promote policies and practices which support and pensions organisations.
equity in the workplace. A report by Mercers in
February 2019 suggested that the market was Awards
worth upwards of $100 million. And in a recent
The team continues to be recognised for its
study, Gartner stated that by 2025, 60% of global
innovation, with the following awards in the last
mid-market and large enterprises will have
12 months:
invested in a cloud-deployed human capital
management suite for administrative HR and • Learning Platform of the Year (Bronze)
talent management. at the Learning and Performance
Institute's Learning Awards
• Highly Commended for the Marriott Harrison
Candidate Experience Solution of the Year
• Nominated for D&I Initiative of the Year at
the British HR Awards
 CIPD, Inclusion at Work Report, Findings
Why we’ve Invested
from the Diversity and Inclusion Survey,
December 2022 Connectr provides a growing platform for HR
solutions which enable employers to attract, retain
 The Global Social Mobility Report 2020:
and develop their people. It has a growing track
Equality, Opportunity and a New Economic
record of securing and retaining new clients,
Imperative, January 2020
and in the last 12 months alone, more than 20,000
 Diversity & Inclusion Technology: The Rise new users have connected with its platform and
of a Transformative Market, Mercer, more than 70,000 learning content tasks have
February 2019
been completed.
 Gartner for HR: Six Emerging Human
Capital Management Technology Trends,
November 2021
16
OUR INVESTMENT VIEW
### Connectr creates a positive social
### impact for businesses, employees
### and under-represented groups
### across the UK. Our investment
### allows Connectr to continue setting
### the standard for its sector, further
### develop its market leading mentor
### platform, and support customers
### to attract the best talent. Connectr
### helps HR and people teams
### create an environment where
### individuals can thrive.
### We are delighted to continue
### supporting the growing team at
### Connectr on the next stages of
### its journey.”
Ben Leslie
Investment Director, Puma Private Equity
CONNECTR’S VIEW
### We are excited about the future.
### Puma’s continued ﬁnancial and
### strategic support enables us to
### continue investing in building out
### our product suite, enabling us to be
### integrated far deeper into the
### candidate and employee journey.”
Will Akerman
CEO, Connectr
17
## DYMAG
## Driving wheel
## innovation
## since 1974
18
## £.1m
## Puma VCT 13 participation
(Total investment to date £10.3m)
SECTOR LOCATION ESTABLISHED EXPANSION
High-Performance UK 1974 Global
Wheel
Manufacturing
### 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).
28 February 2023 28 February 2022
Equity Valuation £3.90m £1.78m
MOIC (Multiple of Investment cost) 0.96x 0.78x
19
Puma Funds has made a number of investments into Dymag: £3.6 million in December 2018, £2.1 million during 2020, £2.35 million during 2021 and £2.35 million in 2022. 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

The automotive sector has faced numerous challenges in recent years, with Covid-19 and well-publicised chip shortages that were further exacerbated by the war in Ukraine. Although the global chip shortage has affected many industries, the automotive sector – as ardent followers of a 'just in time' manufacturing strategy – has been particularly badly hit, and many manufacturers have removed options available on their cars due to the limited availability of semi-conductors. This has pushed up demand and the price of used cars, with many manufacturers reporting lengthy wait times of months – in some cases years – for some new models.

At the same time, the industry is seeing huge changes as new regulations, technologies and consumer preferences combine to create a growing need for electric vehicles (EVs). McKinsey estimates that about $115 billion of investment has gone into EVs since 2010 and worldwide demand for EVs will grow sixfold from 2021 to 2030, with annual unit sales going from 6.5 million to roughly 40 million over that period.¹ The automotive sector remains a huge industry and one that continues to grow.

### Key recent successes

Lightweight components go hand in hand with the desire to electrify, and Dymag is well positioned to capitalise on the growing demand for EVs. Having coped with the significant labour and supply chain shortages in recent years, Dymag has posted material revenue growth. This has been underpinned by streamlined new production methodologies introduced under the new Director of Manufacturing and Quality – Simon Locke – who joined after 22 years at Dyson. Dymag has also recently signed a strategic partnership with Hankuk Carbon, a listed composites manufacturing group headquartered in South Korea, to explore the mass production of its state-of-the-art carbon composite wheels for the automotive industry.

### Management team changes

Tom de Lange joined Dymag as COO in May 2019, becoming Managing Director in January 2020 and finally CEO in January 2021. Tom was previously Head of Research, Process Improvement at Dyson, and had a stellar career in automotive racing and aerodynamic engineering with NASCAR and F1 before Dyson. Simon Locke joined Dymag in August 2022 as the new Director of Manufacturing and Quality, and Tom Ellaway joined in March 2022 as Head of Sales and Marketing.

### Why we've invested

EVs are the future, but they require more innovation than just advances in electric motors and batteries – the EVs that we will see in the coming years need super-light, super-strong components to optimise journey efficiency. The advances being made in lightweight alloys are as important to EVs as any advances being made in aerodynamics or battery cells in the last decade, and Dymag is at the cutting edge of advances in wheel technology.

### OUR INVESTMENT VIEW

“

We see the growth in demand for EVs continuing, and this provides a huge opportunity for Dymag as an innovator in automotive wheel technology. The expertise it has brought into the business, as well as the strategic partnerships it is forging, will help drive growth and improve operational efficiency, and we believe it is well positioned to accelerate its plans in the coming months.”

**Rupert West**

Managing Director, Puma Private Equity

¹ McKinsey & Co: Can the automotive industry scale fast enough?, May 2022

20
DYMAG’S VIEW
### We’re pleased with the progress
### we are making in cost-optimising
### our wheels and designing them
### for more scalable manufacture.
### Our next big step is to increase
### production capability from 2,000
### units a year to 10,000 units a year.
### We’re currently investigating how
### we can utilise microfactories to
### help us achieve this scale ﬂexibly
### and at lower capital cost than
### traditional factories, where clients
### need them, which will save hugely
### on emissions and shipping costs.
### The investments made into Dymag
### have also helped us look at more
### sustainable operations, including
### recycling composites and new
### materials that could be leveraged
### in future wheels. We are excited
### about the role our wheels can play
### in EVs as part of an overall system
### designed to save energy, and
### have a much lower impact on its
### environment in the future.”
Tom de Lange
CEO, Dymag
21
## EVERPRESS
## Enabling
## creativity to
## ﬂourish
22
φ

# £3.5m

Puma VCT 13 participation

(Total investment to date £6.4m)

SECTOR
E-commerce
Retail

LOCATION
UK

ESTABLISHED
2016

EXPANSION
International

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 campaigns – using the platform’s toolkit to choose garment types, sale duration and prices – before launching to a global audience via Everpress’s website.

In August 2021, Puma Funds invested £3.2 million into Everpress, with a further investment of £3.2 million in August 2022, to help the business execute on plan with a focus on driving up profitability.

|   | 28 February 2023 | 28 February 2022  |
| --- | --- | --- |
|  Equity Valuation | £5.52m | £1.51m  |
|  MOIC (Multiple of Investment cost) | 1.57x | 1.00x  |

23
Sector overview Key recent successes
According to data from the Ofﬁce for National The last 12 months have seen Everpress launch
Statistics (ONS), the Retail Sales Index shows that a number of high-proﬁle campaigns with creators
the volume of sales in clothing stores unexpectedly that align with Everpress’s core values, as well as
saw small increases in November and December fundraising initiatives for various charities and
2022, with 1.1% and 1% rises respectively. Despite appeals. These have included Choose Love with
falling conﬁdence in the economy, the ONS has the likes of Sebastian Croft, Taron Egerton and
stated that consumers have “increased their Olivia Colman, as well as fundraisers for the war in
spending this winter to maintain their level of Ukraine, and disaster relief for those in Turkey and
consumption of clothing and footwear as opposed Syria following the earthquake earlier this year.
to cutting back”. However, ﬁgures released in
Everpress has also successfully launched
February 2023 by the British Retail Consortium
integrations with other e-commerce platforms,
(BRC) and KPMG indicated that while sales of
including Shopify, Spotify, Etsy and Trekstock.
health, beauty, footwear, jewellery and watches
were up, sales of clothing were down. Paul Martin,
Sustainability
the UK Head of Retail at KPMG, stated, “Consumers
Everpress was created with sustainability at its heart
are continuing to hold back on non-essential
and having spent a considerable amount of time
spending with sales of clothing, footwear and
and effort, received its ﬁnal B Corp accreditation in
accessories – which have been very inﬂuential in
July 2022. This provides validation to consumers
spending for many months – continuing to
of its ethical credentials, and differentiates it from
decline in February.” With inﬂation appearing
fast-fashion brands. In addition, Everpress has
to be easing, it is hoped that consumer conﬁdence
launched a number of campaigns in the last 12
will return and discretionary spending increase
months which have raised signiﬁcant funds for a
in the coming months.
range of appeals and charities supporting equality,
diversity and inclusion.
Our view on the sector
Why we’ve invested
### We know that the market for clothing has
While some fashion brands are faced with high
### remained challenging – but against the levels of stock, and rising costs that cannot easily
### backdrop of increasingly environmentally be passed onto the consumer, Everpress has a
model of limited time campaigns and printing,
### conscious consumers, the ability to deliver
which limits its exposure to excess inventory that
### discrete, small-run, personalised clothing
ties up cash ﬂow. It has brought on key new hires
### is positive. Clothing which enables
in sales and business development, and has a
### individuals to connect with their favourite
number of initiatives planned. These include:
### creators while expressing themselves and
• Creator weekends – planned for every quarter,
### their values will remain desirable.”
with 25% more proﬁts going to creators/fundraisers
Ben Leslie
after its ‘anti’ Black Friday campaign success.
Investment Director, Puma Private Equity
• Integrations – further partnerships are in the
pipeline which integrate Everpress with other
brand platforms – thereby unlocking further
distribution as well as access to more creatives.
• Initiatives calendar – with key themes each
month which resonate with its wider community,
 How discretionary spending has been
such as solidarity/power for events including
affected in recent winters, UK – Ofﬁce for
Pride, International Women’s Day and Black
National Statistics (ons.gov.uk) February 2023
History Month.
 UK shoppers slash spending as price rises
and energy bills bite | Retail industry | The
Guardian, February 2023
24
OUR INVESTMENT VIEW
### Everpress has a unique business
### model which ensured the company
### continued to thrive despite
### challenging market conditions in
### the consumer sector. The Everpress
### platform enables creators to engage
### with and grow their following,
### which is ever-more important
### in the current environment.
### The pre-order model ensures the
### company carries limited stock
### and is able to be agile in line with
### market evolutions.”
Ben Leslie
Investment Director, Puma Private Equity
EVERPRESS’S VIEW
### Puma Private Equity has been
### a long-term supporter of Everpress
### and shares our mission and our
### values. The team has helped us
### succeed on our journey, and with
### the additional investment they
### have made as well as their skills,
### knowledge, expertise and contacts,
### I am conﬁdent that we can realise
### our vision.”
Alex Econs
CEO, Everpress
25
## DEAZY
## Development
## made easy
26
## £.9m
## Puma VCT 13 participation
(Total investment to date £5.0m)
SECTOR LOCATION ESTABLISHED EXPANSION
Technology UK 2016 UK
### Deazy is a platform which enables enterprises,
### including PE/VC-backed growth companies
### to hire high-quality software developers,
### by intelligently matching developers with project
### requirements. Founded in 2016, Puma Funds
### invested £5 million of equity into Deazy in December
### 2021, to enable the business to scale its commercial
### teams and accelerate its growth plans.
28 February 2023 28 February 2022
Equity Valuation £3.12m £2.90m
MOIC (Multiple of Investment cost) 1.08x 1.00x
27
Sector overview
The demand for highly skilled software developers
continues to grow to address priorities such as
digital transformation and modernising legacy
applications, to improving cyber defences and
cloud migration. According to Forbes, there will be
a shortfall of four million developers by 2025, with
the US Bureau of Labor Statistics showing that
almost 200,000 developer jobs will need ﬁlling
each year to the end of the decade. Budget
constraints can make it challenging to recruit
sufﬁcient staff to manage in-house requirements,
and research and development tax cuts have
impacted the level of claims that scale-ups can
obtain from HMRC – effectively increasing the cost
of in-house developers. Getting access to external,
ﬂexible software development resources as
and when businesses need them, is therefore
becoming increasingly essential.
Key recent successes
Deazy continues to grow at pace, and achieved
its highest monthly revenue ever in January 2023.
It recently announced that it was ranked 13th in the
2022 Deloitte UK Technology Fast 50 (which ranks
the 50 fastest-growing tech companies in the UK).
It has also made a number of signiﬁcant new hires:
• Ben Morris was appointed as the Head of
People and Culture at the end of the summer,
to help the business double its headcount.
• In December 2022, Freya Wordsworth
joined as Partnership Manager to focus on
strategic partnerships, consultancies and
PE/VC-backed business service providers.
• Laura Wall recently joined as Head of
Marketing. Laura joins from Codurance
(a global software company) where she
was the Global Head of Marketing.
Why we’ve invested
Puma invested in Deazy on the back of the
company showing impressive growth in its
revenue – annual turnover growth over the last
three years has been in excess of 100%. The
management team is ﬁrmly focused on scaling
customer acquisition, with a number of
experienced new hires. We see the challenges
of software developer shortages in a number
of our portfolio companies, and we believe this
is a sector that will continue to experience growth.
Deazy is well positioned to capitalise on that
 Forbes: Navigating the Developer Shortage
growth, with a differentiated offer that focuses
Crisis: A time to deﬁne the developer of the
on working with established teams. future, September 2022
28
OUR INVESTMENT VIEW
### Deazy now works in over 25
### countries around the world and
### has more than 5,000 developers
### in its ecosystem. We have been
### working closely with it in reﬁning
### its strategy and helping it to recruit
### key sta members to support its
### growth ambitions. We believe
### Deazy is the perfect delivery
### partner for a growing number
### of companies who need ﬂexible,
### scalable, on-demand services.”
Kelvin Reader
Investment Director, Puma Private Equity
DEAZY’S VIEW
### There is a long-term skills gap in
### technology and our platform makes
### it easy for organisations to ﬁll that
### gap – that’s what’s been powering
### our growth and what will see us
### grow even faster in the future.
### We’ve spent 2022 developing our
### proposition and building the team
### so that the company is ready for
### further growth during 2023.”
Andy Peddar
CEO and Co-Founder, Deazy
29
## HOT COPPER
## Award-winning
## brews
30
## £.85m
## Puma VCT 13 participation
(Total investment to date £17.7m)
SECTOR LOCATION ESTABLISHED EXPANSION
Hospitality UK 2012 Nationwide
### The Hot Copper Pub Company merged with two
### Brewhouse & 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 its own unique craft
### beers on-site, and running a participatory experience
### with beer tasting and brewing masterclasses.
### Puma Funds invested £17.7 million to provide growth
### capital for the build-out of the overall Brewhouse
### & Kitchen branded estate.
28 February 2023 28 February 2022
Equity Valuation £0.59m £0.27m
MOIC (Multiple of Investment cost) 0.69x 0.32x
31

| Sector overview | Key recent successes |
| --- | --- |
| The hospitality sector continues to remain | Management has performed well during a |
| challenging, despite the Covid pandemic now being | challenging trading environment, through |
| ﬁrmly behind us. Inﬂation – particularly for some food | prioritising cost efﬁciencies and navigating |
| groups – was very high throughout much of 2022, | increasing utility costs. |

and remains high now. The latest data, for the year
The team continues to win numerous awards.
to February, highlights the sector’s ongoing cost
In 2023, Brewhouse & Kitchen was awarded Best
challenges, with the ONS indicating that higher
Brewing Pub Company at the Publican Awards,
alcohol prices drove 11.4% inﬂation in its restaurants
as well as:
and cafés category. Food and non-alcoholic
beverages inﬂation, meanwhile, was an eye-watering • Pub Brand of the Year in the 2022
18.2%, the highest annual rate for over 45 years. National Pub and Bar Awards
Spring 2022 saw serious staff shortages, which eased • Silver Medal in the 2022 World Beer
throughout the year. However, they have remained Championships, for Bambi Imperial Stout
challenging, given the high level of vacancies being
• Bronze Medal in the 2022 World Beer
seen across all sectors of the economy - labour
Championships, for Staycation Tropical Double IPA
shortages remain a material issue for much of the
hospitality sector. According to the latest data from
• Gold in the European Beer Challenge,
the ONS, there were 142,000 hospitality vacancies
for Staycation Tropical Double IPA
from December 2022 to February 2023. This is a 2%
• Gold in the European Beer Challenge,
decrease on the previous quarter, but remains
for Bambi Imperial Stout
signiﬁcantly higher than the levels seen before the
pandemic, and has further exacerbated wage
Why we’ve invested
inﬂation across the sector.
Puma backed a knowledgeable and experienced
However, it’s not all doom and gloom. Pub and bar
management team, who introduced a distinctive
shares have been rising over the past six months,
product by providing customers with an
as the consumer outlook improves. Wetherspoons,
exceptional on-site brewing experience. This
Young & Co’s Brewery and Mitchells & Butlers have
allowed the customers to sit alongside the brewing
all made gains. Consumer spending on hospitality
vessels and experience all of the ambiance that
and leisure was clearly affected by the worsening
comes with brewing. The business utilised
economic outlook in recent months, but the picture
Puma funding to roll out additional sites, and
remains mixed. Consumer card spending grew
management continues to successfully navigate
just 5.9% year on year in February, below the latest
a challenging trading environment brought on
CPIH inﬂation rate of 8.8%, owing to a reduction
by the pandemic and the cost-of-living crises.
in discretionary purchases amid the ongoing
cost-of-living squeeze. Whereas the GfK consumer
conﬁdence index rose by seven points in February,
albeit to a score of minus 38.
Our view on the sector  Cost of living insights – Ofﬁce for National
Statistics (ons.gov.uk)
### Sales of alcohol and food in pubs and  VACS02: Vacancies by industry – Ofﬁce for
National Statistics (ons.gov.uk)
### restaurants remain challenging, but
### those that have a clear proposition and  Hospitality sector not out of the woods
despite Budget help – Investors’ Chronicle
### something of interest which is fairly priced,
(investorschronicle.co.uk)
### will continue to do well. Craft beer and
 Barclays | Consumer spending grew just
### high-quality food provided in an appealing
5.9 per cent in February, as Brits continue to
### environment remain in demand.”
cut back on non-essential spending to offset
Kelvin Reader rising food price inﬂation (home.barclays)
Investment Director, Puma Private Equity
 UK Consumer conﬁdence in surprise
rebound from historic lows (gfk.com)
32
OUR INVESTMENT VIEW
### We have been impressed with
### management’s approach of
### prioritising cost eciencies
### while simultaneously enhancing
### their customers’ experience with
### their oering. Despite the
### challenging trading environment
### since the pandemic, they continue
### to navigate this successfully,
### thereby, putting them in a good
### position when the trading
### environment improves.”
Kelvin Reader
Investment Director, Puma Private Equity
HOT COPPER’S VIEW
### I’m so incredibly proud, after
### ten incredible years, 23 amazing
### brewpubs, the hard work of
### 480 awesome team members,
### we were awarded Best Brewing
### Pub Company at this year’s
### Publican Awards.”
Kris Gumbrell
CEO and Founder, Hot Copper
33
## HR DUO
## Intelligent HR
## solutions for modern
## workplaces
34
## £.2m
## Puma VCT 13 participation
(Total investment to date £3.2m)
SECTOR LOCATION ESTABLISHED EXPANSION
HR Technology Ireland 2013 UK and Ireland
### HR Duo provides HR solutions to SMEs, by integrating
### industry knowledge with the latest technology to deliver
### a number of HR requirements automatically. Its easy,
### low-cost, cloud-based subscription service has been specially
### developed to act as a bolt-on support to HR personnel,
### or as an HR back-up for companies without a dedicated
### HR department, ideal for SMEs with 50-1,000 employees.
### In December 2022, Puma Funds invested €3.8m into
### HR Duo, to accelerate product development, grow its
### workforce and drive international expansion.
28 February 2023 28 February 2022
Equity Valuation £2.24m -
MOIC (Multiple of Investment cost) 1.00x -
35
Sector overview
Galvanised by the pandemic, worker
engagement and happiness continue to be a
key focus for companies, driving growth in the
HR tech space. Digital products are rendering
workforce management more efﬁcient, with
a large greenﬁeld opportunity to target SMEs
which are resource-constrained and often
require investment in their HR function.
This is a high-growth sector, with growing
levels of funding and competition. In 2021,
venture investors funnelled more than
$12.3 billion into global HR tech start-ups
across 809 deals, roughly 3.6 times the amount
of capital invested in 2020, according to
PitchBook data. Fortune Business Insights
estimates the global HR tech market at
$24 billion in 2022 and expects it to grow
to $39.9 billion by 2029 (7.5% CAGR).
Key recent successes
During the last 12 months, HR Duo has seen
a 38% growth in revenues and a 28% growth
in clients. It has also seen an increase in its
average and median contract values, as its
clients see the value of its services in
supporting their businesses. The funding
provided in December has enabled HR Duo
to establish a UK-based sales team, which
is already showing initial signs of success
in the market. It has also completed a rebrand
of the company with a keen focus on the
‘Duo’ aspect of the brand, and has launched
a new website.
Why we’ve invested
Puma Funds invested to fund the existing
sales plans and to drive growth, particularly
in the UK domestic market, where there are
more than 5.5 million SMEs. HR Duo’s team
of 52 is continuing to recruit talent to help
drive growth and capitalise on the product
investments already made. Over the coming
months, the team intends to grow its
presence in Ireland, and expand its product
offering to include third-party integrations
which provide a wider suite of functionality.
36
OUR INVESTMENT VIEW
### With the UK’s HR tech market rapidly
### growing and SMEs increasingly
### seeking to improve their employees’
### working experience, it’s the perfect
### time for an innovative and ambitious
### company such as HR Duo to expand
### into the UK market.
### We see signiﬁcant potential to
### empower UK SMEs – harnessing the
### management team’s established HR
### experience through a comprehensive
### tech solution. We are thrilled to
### be working with HR Duo and its
### management team, and are excited
### to see where this journey takes us.”
Henri Songeur
Investment Manager, Puma Private Equity
HR DUO’S VIEW
### We are delighted to welcome Puma
### on board, who will provide not
### only the necessary funding but also
### the expertise that will help drive
### our ambitious growth strategy.
### Our near to mid-term objectives
### are rapid revenue growth and sta
### expansion – not only in Ireland
### but in the UK where we see an
### enormous untapped opportunity
### for the unique services that
### HR Duo oers. This is an exciting
### time for the company and we
### look forward to a bright future
### revolutionising the HR needs of
### thousands of SMEs worldwide.”
Jerome Forde
CEO, HR Duo
37
## OPEN HOUSE
## Creating the right
## environment
## for success
38
## £.m
## Puma VCT 13 participation
(Total investment to date £5m)
SECTOR LOCATION ESTABLISHED EXPANSION
Hospitality UK 2015 Further units
in London
### Open House is an independent hospitality
### business that seeks to create iconic drinking and
### dining destinations in London’s most progressive
### neighbourhoods. The founding team behind the
### business is hugely experienced, having previously run
### the Cubitt House Group pub chain. This had units
### in Pimlico, Chelsea and Belgravia, which it sold at a
### material proﬁt, to fund the start of Open House.
28 February 2023 28 February 2022
Equity Valuation £1.85m £2.29m
MOIC (Multiple of Investment cost) 1.02x 1.27x
39
In 2019, Puma Funds invested £5 million to help the team secure venues in major redevelopment areas in London. At the time of the investment, the business ran The Lighterman in King's Cross (Granary Square) and Percy & Founders in Fitzrovia. It was looking to secure new venues in areas which were being positioned as new 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 White City.

### Sector overview

The hospitality sector remains challenging, despite Covid restrictions now being behind us. Inflation – particularly for energy and some types of food – was very high throughout much of 2022, and remains high now. The latest data, for the year to February 2023, highlights the sector's ongoing cost challenges with the ONS, indicating that higher alcohol prices drove 11.4% inflation in its restaurants and cafés category. Food and non-alcoholic beverages inflation, meanwhile, was an eye-watering 18.2%, the highest annual rate for over 45 years.¹

Spring 2022 saw serious staff shortages, which eased throughout the year but have remained challenging, with a high level of vacancies across all sectors of the economy, and labour shortages remaining a material issue for much of the hospitality sector. According to the latest data from the ONS, there were 142,000 hospitality vacancies from December 2022 to February 2023. This is a 2% decrease on the previous quarter, but remains significantly higher than the levels seen before the pandemic, and has further exacerbated wage inflation across the sector.²

However, pub and bar shares have been on the up this year, as the consumer outlook improves. Wetherspoons, Young & Co's Brewery, Mitchells & Butlers and Loungers have all made gains.³ And consumer spending on hospitality and leisure – which have been affected by the worsening economic outlook in recent months – remains mixed. Consumer card spending grew just 5.9% year on year in February 2023, below the latest CPIH inflation rate of 8.8%, owing to a reduction in discretionary purchases amid the

ongoing cost-of-living squeeze.⁴ Whereas the GfK consumer confidence index rose by seven points in February, albeit to a score of minus 38.⁵

### Key recent successes

The story for 2022 has been getting back to normal and working towards 'full' operations. For significant parts of the year, the venues that Open House has across London – The Arber Garden, The Lighterman and The Broadcaster – were shut for certain periods or opening fewer floors, due to extreme staff shortages for hospitality in London. The experienced and well-managed team continues to keep a sharp eye on consumer sentiment, and is creating themed nights and events to market the units as effectively as possible.

### Why we've invested

Open House has a very clear positioning, backed by a highly talented and experienced leadership team, which has a strong track record of generating consistent positive cash flow. Its focused and pragmatic business plan – while tested fully during the pandemic – shows a clear growth trajectory, and it has continued to deliver on key milestones during this difficult period. While the business was not immune from the challenges brought about by Covid, it managed to open a new site during that period, which is trading well.

### Our view on the sector

“The hospitality industry has faced huge challenges in recent years. We believe those that are focused on quality and have a compelling and differentiated proposition will be successful.”

**Rupert West**

Managing Director, Puma Private Equity

¹ Cost of living insights – Office for National Statistics (ons.gov.uk)

² VACS02: Vacancies by industry – Office for National Statistics (ons.gov.uk)

³ Hospitality sector not out of the woods despite Budget help – Investors' Chronicle (investorschronicle.co.uk)

⁴ Barclays | Consumer spending grew just 5.9 per cent in February, as Brits continue to cut back on non-essential spending to offset rising food price inflation (home.barclays)

⁵ UK Consumer confidence in surprise rebound from historic lows (gfk.com)

40
OUR INVESTMENT VIEW
### In these tough trading conditions,
### the experience of the right
### management team can really come
### to the fore. The team at Open House
### is careful about its trade, and is
### working exceptionally hard to
### streamline processes and reduce
### costs. The stylish venues continue
### to win rave reviews and regularly
### feature on the lists of places to be
### seen. We are delighted to be working
### with the team at Open House, and
### are looking to a period of more stable
### trading over the coming months.”
Rupert West
Manager Director, Puma Private Equity
OPEN HOUSE’S VIEW
### Rupert and the team at Puma have
### been exceptional business partners
### for us, adding signiﬁcant value
### in their expertise and experience,
### whilst also enabling us to develop
### and manage the business day to day
### as focused operators. We are very
### pleased with the relationship we
### have formed and are really excited
### about the future as partners.”
Ankur Wishart
Co-Founder & Managing Director, Open House
41
## INFLUENCER
## Continuing
## to build more
## meaningful
## connections
42
## £.m
## Puma VCT 13 participation
(Total investment to date £3.0m)

| SECTOR | LOCATION |  | ESTABLISHED |  | EXPANSION |  |
| --- | --- | --- | --- | --- | --- | --- |
| Marketing | Europe, Middle |  |  | 2017 |  | Global |
| Technology |  | East, US |  |  |  |  |

### Inﬂuencer is a data-driven marketing business, which
### specialises in delivering campaigns across social media
### platforms. Since the company started in 2017, it has built
### an impressive client list including Google, Amazon, Levi’s,
### Starbucks, SharkNinja and PrettyLittleThing, and has
### strong relationships with agencies MediaCom, Ogilvy
### and Havas. Inﬂuencer is also an ofﬁcial Meta creative
### partner for Facebook and Instagram, as well as an ofﬁcial
### global marketing partner for TikTok and an ofﬁcial
### YouTube integration partner. Inﬂuencer is a global leader
### in inﬂuencer marketing.
28 February 2023 28 February 2022
Equity Valuation £12.98m £8.87m
MOIC (Multiple of Investment cost) 7.21x 4.93x
43
Puma Funds invested £3 million in August 2019, OUR INVESTMENT VIEW
to fund innovations on its proprietary technology
platform – Waves – and help the organisation
expand its global presence. Waves is leading
### the way in terms of simplifying the inﬂuencer The inﬂuencer marketing industry
marketing process for both brands and creators.
### has seen tremendous growth over
### Sector overview the last few years, and Inﬂuencer
### The market has shown strong and sustained has been at the forefront of this.
growth in recent years, largely fuelled by the
### The company has built great
increasing popularity of short video formats on
### technology in Waves, and an impact
TikTok, Facebook and YouTube. Analysis by the
### Inﬂuencer Marketing Hub suggests the market studio that is able to support
grew from $1.7 billion in 2016 to $9.7 billion in 2021,
### brands and advertisers in building
and by 2022 it had expanded to $16.4 billion. Given
### out their inﬂuencer marketing
channels such as Facebook (2.89 billion active
### monthly users) and Instagram (1.3 billion active strategies. Its heritage in the
monthly users) have such a huge reach, more
### inﬂuencer marketing space makes
and more marketers are seeing the value that
### it one of the leading companies in
working with inﬂuencers brings. More marketers
### are expected to engage in inﬂuencer marketing in this arena. We are proud to have
the future and/or increase the budget they have
### been part of its journey so far and
allotted for it alongside other media channels.
### look forward to continuing to
### Key recent successes support it to capitalise on the
### Inﬂuencer has launched a new app – Waves for growth opportunities available.”
Creators – which centralises campaign management,
Harriet Rosethorn
speeds up the campaign approval process, and offers
Investment Director, Puma Private Equity
creators media kits featuring real-time metrics for
creators, and is available on both Android and Apple.
Inﬂuencer has also expanded – with ofﬁces now
in London, Manchester, Warsaw, Dubai and New
York. The team has recently hired a new President
of EMEA – Luke Barnes. Luke’s appointment  Key Inﬂuencer Marketing Statistics
perfectly supports Inﬂuencer’s commitment to to Drive Your Strategy in 2023
(inﬂuencermarketinghub.com)
offering clients a more integrated approach to
inﬂuencer marketing. He joins from VICE, where he
was Chief Digital and Revenue Ofﬁcer for EMEA.
Why we’ve invested
Puma has worked extensively with Inﬂuencer, to
help the organisation grow substantially in recent
years and capitalise upon the growing market for
its platform and expertise. The company has a
strong management team, which is fully immersed
and understands the market. The team appreciates
the need for measurement and it uses data to
provide clients with complete visibility of reach
and return. In the time that we have invested,
revenues have grown tenfold, and that growth
is likely to continue with further expansion in the
US, and continuing client growth across EMEA.
44
INFLUENCER’S VIEW
### Puma are not just a ﬁnancial
### supporter, they’re a valuable partner
### to us. Their expertise, industry
### knowledge and network have been
### instrumental in helping us grow
### and reach new heights. With their
### guidance, we’ve been able to
### navigate complex markets and
### overcome obstacles that would have
### been impossible to tackle alone.
### But what I appreciate most about our
### partnership with Puma, is the team’s
### commitment to innovation and
### excellence. They are a business that
### shares our values and understands
### the importance of staying ahead of
### the curve. With Puma, we feel
### conﬁdent and empowered to take on
### any challenge, and together we’re
### constantly pushing Inﬂuencer
### to be the best.”
Ben Jeffries
CEO and Co-Founder, Inﬂuencer
45
## LE COL
## Helping the
## world’s fastest
## cyclists go
## faster
46
φ

# £8.3m

Puma VCT 13 participation

(Total investment to date £14.4m)

SECTOR
E-commerce
(cycling)

LOCATION
Europe

ESTABLISHED
2011

EXPANSION
Global

Le Col has a very clear ambition to be the pre-eminent performance cycling apparel company in the world.

In 2018, Puma Funds invested £2.4 million to support Le Col's initial growth plans, and following continued strong performance, a further £2.5 million was invested in 2019. In 2022, additional investment was provided 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. In 2022, Puma Funds invested a further £9.5 million to support the brand's long-term growth trajectory.

|   | 28 February 2023 | 28 February 2022  |
| --- | --- | --- |
|  Equity Valuation | £10.53m | £5.05m  |
|  MOIC (Multiple of Investment cost) | 1.27x | 2.00x  |

47
Sector overview Key recent successes
The current cost-of-living crisis is having a global The team at Le Col has continued to focus on
impact, with Covid and the ongoing war in the US, where it continues to see encouraging
Ukraine playing a signiﬁcant role. Consumers signs of growth. This includes building a custom
are feeling the pinch of the highest prices offering for the US market (such as supporting
they’ve seen in a generation, with energy bills cycling clubs), and it has recently launched
soaring, food costs rising, and mortgage interest onto Amazon Marketplace in the US.
rates reaching 15-year highs. It’s no wonder
In 2022 the team returned to the UCI World
then that individuals are spending less as they
Tour with BORA-hansgrohe, and it has spent
become more cautious with their money.
the last year putting together a world-beating
Online sales – which saw intense growth over the package of kit that includes the fastest skinsuits
pandemic – have fallen back, and latest analysis and speedsuits – harnessing technology from
from the ONS shows that UK ecommerce sales its Project Aero collaboration with McLaren.
are now down to their lowest peak since January Jai Hindley won the Giro d’Italia in Le Col kit –
2021, accounting for just 26.6% of total retail sales proving that Le Col provides the fastest cycling
in January 2023, compared with a 37.8% peak apparel to the fastest cyclists in the world today.
two years ago.
Why we’ve invested
Bike sales reached their lowest level in two decades
Le Col has grown rapidly over the investment
in 2022. Total UK mechanical bike volumes fell 22%
period – fuelled in part by renewed interest in
to an estimated 1.88 million units in 2022. This was
the cycling sector, but also because of the quality
27% below pre-Covid levels in 2019, according to
of its product, which has helped deliver results,
data from the Bicycle Association. With falling
particularly for competitive cycling. The business
consumer conﬁdence and increasing costs, the
has had to navigate signiﬁcant growth challenges,
cycling industry as seen several brands fail in
as well as external political and economic factors
recent months including Milltag and VeloVixen.
such as Brexit, Covid and ongoing supply chain
challenges. The business has an impressive
Our view on the sector
management team and we have been working
with it extensively to help the organisation ﬂex
### Having experienced phenomenal growth, and shape, so it is in an increasingly
strong position to stabilise and grow.
### in the last 18 months we have seen a signiﬁcant
### slowdown in demand for cycling equipment
### and apparel. While the outlook remains
### challenging, products that are at the cutting
### edge of technology and innovation in this
### sector will remain in demand.”
Harriet Rosethorn
Investment Director, Puma Private Equity
 Ranking: Meet the 30 UK retailers forecast to dominate ecommerce | Analysis | Retail Week (retail-week.com)
 Market Data Service Annual report for 2022 shows challenges and opportunities in cycling sector (sportinginsights.com)
 End of the road for Milltag as cycling clothing brand enters voluntary liquidation | road.cc
 Women’s cycling clothing brand VeloVixen enters liquidation | road.cc
 Le Col | Le Col x BORA-hansgrohe Launch
48
OUR INVESTMENT VIEW
### Le Col is a best-in-class provider of LE COL’S VIEW
### cycling apparel, and we are committed
### to providing it with the necessary
### capital and strategic support to enable Le Col has always been agile and
### the business to continue to scale. We ﬂeet of foot – constantly exploring
### are impressed with the way in which it new ways of doing things. This is a
### has navigated signiﬁcant growth key business strength and one that
### challenges, and we are working closely has allowed us to accelerate our
### with the team on its amazing journey.” growth in recent times. It is clear
### Harriet Rosethorn, from what we are seeing across our
Investment Director, Puma Private Equity
### core markets that the economic
### climate has taken a remarkable
### turn with pressure coming from
### general inﬂation, interest rate
### increases and high energy prices.
### We need to ensure our business is
### in a strong position to enable us to
### weather such changes. Our most
### recent investment by Puma Funds
### enables us to transition to a more
### ecient operational model: one that
### will help to solidify our position and
### enable us to act nimbly in what is fast
### becoming a volatile operating market.
### It will also enable us to continue
### making strategic investments that
### support our growth plan.”
Yanto Barker
Founder and CEO, Le Col
49
## MUSO
## Dominating
## the market for
## global piracy
50
## £.4m
## Puma VCT 13 participation
(Total investment to date £3.2m)
SECTOR LOCATION ESTABLISHED EXPANSION
Software and UK 2010 UK and US
computer services
### MUSO is a London-based data company which provides a
### complete and trusted view of global piracy and unlicensed
### media consumption. Its unique and transformative
### data is fast becoming a must-have data currency for
### entertainment companies, and is already used by, among
### others, Amazon Studios, National Association of Theatre
### Owners (NATO), NOS, Lionsgate, MNRK (formerly eOne
### Music) and Sony Interactive Entertainment Europe.
### MUSO’s technology measures hundreds of billions of
### visits to piracy websites each year and provides unrivalled
### consumption and audience data allowing rights-holders to
### strengthen the protection of their content from piracy.
28 February 2023 28 February 2022
Equity Valuation £2.36m -
MOIC (Multiple of Investment cost) 1.00x -
51
In August 2022, MUSO received a £3.2 million
investment from Puma Funds. The investment will
support the establishment of MUSO’s marketing
function and larger build-out of its sales teams,
in both the UK and the US.
Sector overview
MUSO’s data points to the continuation of the rise
in digital piracy for ﬁlm and TV in 2023, fuelled by
a combination of factors, including the increasing
volume of content post-pandemic, releases being
increasingly exclusive to a large number of legal
subscription platforms, and global inﬂationary and
economic pressures. Film piracy increased by 38.6%
and visits to piracy websites for TV content grew
by 8.8% in 2022, when compared with 2021.
This trend continues to be a major issue for the
industry, signiﬁcantly impacting the revenues and
livelihoods of all involved – particularly smaller,
independent creators – and damaging the
wider economy. According to the Motion Picture
Association (MPA), online TV and ﬁlm piracy costs the
US economy at least $29 billion in lost revenue each
year. What’s more, spiralling global visits to such sites
are also estimated to be robbing the entertainment
industry of hundreds of thousands of jobs.
Key recent successes
### Data shows that with the
Following the investment in August 2022, MUSO
### cost-of-living challenges that many
has recruited a number of new hires. In October,
### consumers are facing, global piracy Alaina Creedy joined as Head of Customer Success.
Alaina was previously at Incopro where she was
### is on the increase. The need to
Vice President, Alliances & Partnerships. Neil Harvey
### protect revenues in music, ﬁlm and
joined in November 2022 as Marketing Director.
### TV will be increasingly important Neil joined from Ekimetrics, where he was Director
for Global Demand Generation. And Tim Colyer
### for all organisations in this sector –
also joined the team in November 2022, as Enterprise
### to secure jobs and industry futures
Sales Director. Tim was previously a Sales Executive
### as much as secure proﬁts.” at Corsearch and prior to that a Director at
Entura International.
Harriet Rosethorn
Investment Director, Puma Private Equity
Together the team is focused on client acquisition
and client management.
Why we’ve invested
Puma Funds invested to help the team fund growth
and expand overseas– particularly into the US.
MUSO is well recognised as a leader in global piracy,
and has an impressive roster of clients, including
some of the biggest names in ﬁlm, music and TV.
52
OUR INVESTMENT VIEW
### We’re really excited to be working MUSO’S VIEW
### with MUSO, as we believe the
### business shows signiﬁcant growth

| potential to capitalise on the rise in | MUSO has made excellent progress |
| --- | --- |
| global piracy. The team has made a | since Puma’s investment, with |
| number of signiﬁcant hires in | growth in revenue and customer |
| recent months to strengthen its | numbers, and hitting product |
| sales and marketing eorts, and this | milestones. Our focus for FY24 |
| is starting to translate into new | remains on delivering triple-digit |
| client wins. We are enjoying | ARR growth and adding to its |
| working closely with the team to | global enterprise customer logos, |
| achieve their goals.” | which currently include Disney, |
| Harriet Rosethorn | Amazon, Sony Interactive, |

Investment Director, Puma Private Equity
### PlayStation, Krafton and AMC.
### We remain the only company in
### the market that measures audience
### demand from unlicensed streaming
### websites and are well resourced to
### capture signiﬁcant market share
### and become omnipresent as the
### market authority.”
Andy Chatterley
CEO and Founder, MUSO
 Piracy data and audience demand in
the Film and TV industries (muso.com)
 Piracy costs entertainment industry
billions | Cybernews
53
## OSTMODERN
## Riding the tidal
## wave of new
## video content
54
## £.5m
## Puma VCT 13 participation
(Total investment to date £2.0m)
SECTOR LOCATION ESTABLISHED EXPANSION
Software, Video on UK 2007 International
Demand, Content
Management
### Ostmodern is a digital product specialist and creative
### technology company. The team collaborates with businesses to
### develop unique digital products and services. It has produced
### bespoke rich media and video on demand (VOD) for many
### high-proﬁle clients across the world, including Formula 1, Sky NZ
### and Rakuten. Building on the management’s expertise in the
### VOD sector, Ostmodern has developed a content management
### system (CMS) for rich media, Skylark, to enable content owners
### to better manage and commercialise their video content.
28 February 2023 28 February 2022
Equity Valuation £0.55m £0.51m
MOIC (Multiple of Investment cost) 1.09x 1.02x
55
In December 2020, Puma Funds invested £2 million in Ostmodern, to enable it to further develop the Skylark product and continue its transition from a service provider to a productised offering. The ultimate goal is to provide an affordable and easy-to-plug-in CMS to a wider range of content owners.

### Sector overview

The proliferation of VOD has continued, as more tools are developed to enable content owners to publish and commercialise their rich media assets direct to their audience. Ostmodern is part of this wave, providing best-in-breed development services and solutions around the provision of video content online.

According to Fortune Business Insights, the global VOD market is projected to grow from $82.77 billion in 2022 to $257.59 billion by 2029, at a CAGR of 17.6%. This growth is being fuelled by a number of factors, including growing global mobile internet penetration and a huge surge post-pandemic in demand for subscription-based TV, movies and documentaries.¹

Kantar's Entertainment on Demand study in the US has found that from September to December 2022, the number of households with video streaming rose 2.5 million, reaching a total of 115.6 million households. Household penetration of video streaming is now 89%. The average US household now accesses 5.4 different streaming services, up from 5.2 in Q3 2022.²

### Key recent successes

The team at Ostmodern has worked hard in the last 12 months, to drive operational efficiencies and grow revenue in line with its plans to achieve profitability. The last six months of 2022 saw significant gains in sales, with overall revenues growing 37% on the same period in 2021.

Much of this growth has been driven by the expansion of the services side of the business, with the management team successfully designing and implementing a more formalised account management structure, which provided better client service and clearer visibility on projects. During the remainder of this year it wishes to continue improvements in this space – building on its reputation as a provider of high-quality digital services. The services part of the business is planned to reach profitability by the end of H1 2023.

The team also successfully launched Skylark 10 in beta – its latest iteration of its headless CMS solution – and it has forecast a significant sales drive from this launch in 2023, with the aim that this will be the best-in-breed headless CMS on the market.

### Why we've invested

Puma has backed a relatively established business (services side) with a best-in-breed SaaS product growth option (Skylark). The management team has a strong reputation in the sector for providing digital services of the highest quality around VOD.

The commercialisation of content online continues to grow. Sectors such as sports, education, retail are expected to move in a similar direction to media companies, thereby significantly increasing the serviceable market for Ostmodern and Skylark.

¹ Video on Demand Market Share, Growth | Analysis Report [2029] (fortunebusinessinsights.com)

² US streaming market growth continues, despite changes in the industry (kantar.com)

56
OUR INVESTMENT VIEW
### We are delighted to be supporting
### Ostmodern’s strong management
### team, as it draws on its
### long-standing experience in the
### industry to capitalise on the
### considerable growth of video on
### demand that we are seeing
### worldwide. With customer and
### end-user experience becoming
### increasingly important in our new
### digital landscape, we look forward
### to seeing the team lead the way in
### the rich media market.”
Kelvin Reader
Investment Director, Puma Private Equity
OSTMODERN’S VIEW
### Puma Private Equity’s funding and
### strategic support enables us to put
### in place appropriate plans for
### growth, and over the coming
### months, set up our reseller channel
### and referral partner network. We
### are excited about the future.”
Tom Williams
CEO, Ostmodern
57
## RON DORFF
## Exploiting
## growing demand
## for luxury
## athleisure wear
58
φ

# £2.4m

Puma VCT 13 participation

(Total investment to date £7.6m)

SECTOR
Premium
Athleisure Wear

LOCATION
Europe

ESTABLISHED
2012

EXPANSION
US

In 2020, the Puma Funds invested £3.6 million 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 2022, Puma Funds made two further investments of £1.7 million and £2.4 million, to enable the business to continue its overseas expansion, particularly in the US.

|   | 28 February 2023 | 28 February 2022  |
| --- | --- | --- |
|  Equity Valuation | £3.43m | £1.12m  |
|  MOIC (Multiple of investment cost) | 1.43x | 1.44x  |

59
## Sector overview

According to research by McKinsey, after experiencing 18 months of robust growth (early 2021 to mid-2022), the fashion industry is again facing a tough time. Inflation, and depressed customer confidences, resulted in declining growth rates in the second half of 2022, and it expects that the slowdown to continue through 2023. However, the luxury sector will outperform the rest of the industry, as wealthy shoppers continue to travel and spend. The luxury sector is expected to grow 5-10% in 2023, driven by strong momentum in China (projected to grow 9-14%) and in the US (projected to grow 5-10%).¹ In addition, according to the Boston Consulting Group, the global luxury industry is expected to climb from an estimated €388 billion in 2022 to an estimated €494 billion in 2026.²

## Our view on the sector

“While clothing in general has been affected by the economic slowdown, demand for premium and luxury clothing continues to climb. We are seeing a number of brands release collaborations and design partnerships to huge success, and we see this trend continuing in this premium space.”

Ben Leslie
Investment Director, Puma Private Equity

## Key recent successes

The team has had an incredibly busy year, with double-digital growth in revenue across all primary channels, a number of new hires and some successful collaborations. It also won Best Sportswear Brand in Robb Report’s Annual Best of the Best 2022.

In the spring of 2022 it donated underwear, T-shirts and socks shipped by truck via Poland into western Ukraine, following requests from Vogue UA Venya Brykalin. Ron Dorff also launched a charity ‘Independent Boy’ T-shirt in support of Ukraine, building on the existing range, which focuses on locations the company operates in.

In the summer Ron Dorff opened a successful pop-up store in Fire Island, which it will be repeating from May 2023. It also launched a limited-edition collection in a collaboration with Rivieras. Recognised as a classic, the Rivieras beach loafer is simple and timeless – and by aligning with Ron Dorff on a capsule collection, this exclusive collaboration was a great success.

In September 2022 it launched its Papa collection with Neil Patrick Harris. The 20-piece limited-edition collection of Ron Dorff’s minimalist wardrobe basics donates 15% of its proceeds to the World Central Kitchen charity.

Ron Dorff has also signed new wholesale relationships with lighthouse partners, including Harrods, Equinox and Pantechnicon.

## Why we’ve invested

Ron Dorff continues to deliver on its strategic plans, and the business has continued revenue growth in its core markets. It has shown to be able to not just cope, but actively thrive in a challenging economic climate, through its ability to innovate and collaborate with brands that resonate with its growing customer base.

## OUR INVESTMENT VIEW

“Ron Dorff has gone from strength to strength following our initial investment in 2020. Its successful launch into the US market, brand collaborations, and a significant upgrade to the company’s e-commerce capability, have all contributing to the brand’s success. We are delighted to continue our support for Ron Dorff with further investment, and look forward to a prosperous journey ahead.”

Ben Leslie
Investment Director, Puma Private Equity

60
RON DORFF’S VIEW
### Back in 2020, despite lockdowns
### and a general world crisis, the team
### at Puma Private Equity believed
### in Ron Dor and our strategy that
### the US was the way to go. Thanks
### to them we opened our US ﬂagship
### store in New York, and in parallel
### invested heavily online, making the
### US our number one, most proﬁtable
### marketplace.
### An LA store will open in May 2023
### and Miami is just around the
### corner – both of which will support
### online sales in these two key States.
### This was all part of the business
### plan that Puma Private Equity
### approved back in 2020 when the
### world looked very dierent. A plan
### is only a plan until it becomes real.
### And it became real thanks to a
### fantastic team at Puma who have
### supported us from day one.”
Claus Lindorff
CEO, Ron Dorff
 State of Fashion | McKinsey
 Luxury industry to climb 6 per cent
annually to 2026, BCG and Comité
Colbert say | Vogue Business
61
## Liquidity
## Management
## Investments
### To manage the Company’s
### liquidity, a portion of the Company’s
### funds are invested in a diverse
### portfolio of listed equities.
The Company’s listed equity portfolio is focused on UK-centric
stocks that are listed on the main board of the London Stock
Exchange. The Company’s portfolio experienced a decline in the
year, due to continued challenging geopolitical and macroeconomic
factors causing signiﬁcant equity market volatility. From a
position at the beginning of the year where the Company held
£1.53 million of listed equities, by the year-end this holding had
decreased to £1.45 million after £83,000 of unrealised losses.
Puma Investment Management Limited
15 June 2023
62
63
# Investment Portfolio Summary

AS AT 28 FEBRUARY 2023

Of the investments held at 28 February 2023, all are incorporated in England and Wales, except MySafeDrive Limited and HR Duo Limited, which are incorporated in Ireland.

|   | Valuation £'000 | Cost £'000 | Gain/(loss) £'000 | Valuation as a % of Net Assets | Multiple  |
| --- | --- | --- | --- | --- | --- |
|  **Qualifying Investments - Unquoted**  |   |   |   |   |   |
|  ABW Group Limited ('Ostmodern') | 545 | 500 | 45 | 1% | 1.09x  |
|  Connectr Limited | 6,422 | 5,016 | 1,406 | 7% | 1.28x  |
|  Deazy Limited | 3,120 | 2,900 | 220 | 3% | 1.08x  |
|  Dymag Group Limited | 3,899 | 4,063 | (164) | 4% | 0.96x  |
|  Everpress Limited | 5,523 | 3,514 | 2,009 | 6% | 1.57x  |
|  Forde Resolution Company Limited ('HR Duo') | 2,238 | 2,238 | - | 2% | 1.00x  |
|  Hot Copper Pub Company Limited | 588 | 847 | (259) | 1% | 0.69x  |
|  Influencer Limited | 12,982 | 1,800 | 11,182 | 14% | 7.21x  |
|  Le Col Holdings Limited | 10,529 | 8,280 | 2,249 | 11% | 1.27x  |
|  MySafeDrive Limited ('CameraMatics') | 3,614 | 1,963 | 1,651 | 4% | 1.84x  |
|  MUSO Limited | 2,361 | 2,361 | - | 3% | 1.00x  |
|  NQOCD Consulting Limited ('Ron Dorff') | 3,433 | 2,393 | 1,040 | 4% | 1.43x  |
|  Open House London Limited | 1,845 | 1,800 | 45 | 2% | 1.02x  |
|  **Total Qualifying Investments** | **57,099** | **37,675** | **19,424** | **62%** | **1.52x**  |
|  **Liquidity Management Investments**  |   |   |   |   |   |
|  Barclays plc | 113 | 116 | (3) | 0.1% |   |
|  Chemring Group plc | 100 | 70 | 30 | 0.1% |   |
|  Currys plc | 54 | 109 | (55) | 0.1% |   |
|  Diageo plc | 115 | 89 | 26 | 0.1% |   |
|  Discoverie Group plc | 135 | 63 | 72 | 0.1% |   |
|  Headlam Group plc | 86 | 121 | (35) | 0.1% |   |
|  ITV Group plc | 66 | 82 | (16) | 0.1% |   |
|  Jackson Financial Inc | 7 | - | 7 | 0.0% |   |
|  Legal & General Group plc | 95 | 96 | (1) | 0.1% |   |
|  Lloyds Banking Group plc | 132 | 113 | 19 | 0.1% |   |
|  Provident Financial plc | 44 | 119 | (75) | 0.0% |   |
|  Prudential plc | 96 | 133 | (37) | 0.1% |   |
|  PZ Cussons plc | 73 | 94 | (21) | 0.1% |   |
|  Royal Dutch Shell plc | 126 | 124 | 2 | 0.1% |   |
|  Volution Group plc | 131 | 69 | 62 | 0.1% |   |
|  WPP plc | 72 | 67 | 5 | 0.1% |   |
|  **Total Liquidity Management Investments** | **1,445** | **1,465** | **(20)** | **1%** |   |
|  **Total Investments** | **58,544** | **39,140** | **19,404** | **64%** |   |
|  **Balance of Portfolio** | **33,224** | **33,224** |  | **36%** |   |
|  **Net Assets** | **91,768** | **72,364** | **19,404** | **100%** |   |

64
## Significant Investments
e ﬁnancial data of the underlying portfolio companies is not disclosed as they are privately held businesses.
MYKINDACROWD LIMITED ("CONNECTR")
Cost (£'000) 5,016
Investment comprises:
Ordinary shares 5,016
Debt -
Valuation method Multiples
Valuation (£'000) 6,422
Multiple of Investment Cost 1.28x
Income received by the Company from this holding in the year (£’000) -
Source of ﬁnancial data Audited accounts for the year ended 31 Jan 2022
Turnover (£’000) Not disclosed
Proﬁt before tax (£’000) Not disclosed
Net liabilities (£’000) 5,075
Proportion of equity held 52%
Proportion of voting rights held 23%
Proportion of equity managed by Puma Investment Management Limited^ 99%
MyKindaCrowd Limited (trading as Connectr) is a digital platform working with large corporates to improve engagement
of potential graduates and apprentices. e platform works with companies such as Deloitte and Cisco to help them recruit
young people from a wider range of social backgrounds than their traditional channels. e equity held in MyKindaCrowd
Limited is A and B Ordinary Shares. Only A shares attract full voting rights.
MYSAFEDRIVE LIMITED ("CAMERAMATICS")
Cost (£'000) 1,963
Investment comprises:
Ordinary shares 982
Debt 981
Valuation method Price of recent investment
Valuation (£'000) 3,614
Multiple of Investment Cost 1.84x
Income received by the Company from this holding in the year (£’000) -
Source of ﬁnancial data Audited accounts for the year ended 31 Jan 2021
Turnover (£’000) Not disclosed
Proﬁt before tax (£’000) Not disclosed
Net liabilities (£’000) 4,160
Proportion of equity held 29%
Proportion of voting rights held 5%
Proportion of equity managed by Puma Investment Management Limited^ 75%
MySafeDrive Limited (trading as CameraMatics) provides an award-winning solution for risk management within large
ﬂeets of vehicles. Working across Ireland, the UK and US, the business is positioned at the forefront of ﬂeet and vehicle
safety technology. Its disruptive solution incorporates artiﬁcial intelligence, machine learning, camera technology,
vision systems and telematics to help ﬂeet operators reduce risks and drive new safety standards. e equity held in
the company is B and C Ordinary Shares. Only B shares attract full voting rights.
^ May not accurately reﬂect voting rights
65
SIGNIFICANT INVESTMENTS > CONTINUED

## INFLUENCER LIMITED

|  Cost (£'000) | 1,800  |
| --- | --- |
|  Investment comprises: |   |
|  Ordinary shares | 1,800  |
|  Debt | -  |
|  Valuation method | Multiples  |
|  Valuation (£'000) | 12,982  |
|  Multiple of Investment Cost | 7.21x  |
|  Income received by the Company from this holding in the year (£'000) | -  |
|  Source of financial data | Audited accounts for the year ended 31 Mar 2022  |
|  Turnover (£'000) | Not disclosed  |
|  Profit before tax (£'000) | Not disclosed  |
|  Net liabilities (£'000) | 4,712  |
|  Proportion of equity held | 40%  |
|  Proportion of voting rights held | 17%  |
|  Proportion of equity managed by Puma Investment Management Limited^ | 67%  |

Influencer Limited is a high-growth, data-driven, social media, influencer and digital marketing platform. The business enables brands to connect with influencers and manage influencer marketing campaigns across one platform. The equity held in Influencer Limited is C and D Ordinary Shares. Only C shares attract full voting rights.

## OPEN HOUSE LONDON LIMITED

|  Cost (£'000) | 1,800  |
| --- | --- |
|  Investment comprises: |   |
|  Ordinary shares | 1,800  |
|  Debt | -  |
|  Valuation method | Multiples  |
|  Valuation (£'000) | 1.845  |
|  Multiple of Investment Cost | 1.02x  |
|  Income received by the Company from this holding in the year (£'000) | -  |
|  Source of financial data | Audited accounts for the year ended 31 Dec 2021  |
|  Turnover (£'000) | Not disclosed  |
|  Profit before tax (£'000) | Not disclosed  |
|  Net liabilities (£'000) | 863  |
|  Proportion of equity held | 36%  |
|  Proportion of voting rights held | 17%  |
|  Proportion of equity managed by Puma Investment Management Limited^ | 99%  |

Open House London Limited is a London-based high-end food and beverages offering, operating three sites in King's Cross (The Lighterman), White City (The Broadcaster) and Fitzrovia (Arber Garden). The equity held in Open House London Limited is C and D Ordinary Shares. C and D Ordinary Shares in aggregate command 26.25% of the total voting rights.

## FORDE RESOLUTION COMPANY LIMITED ("HR DUO")

|  Cost (£'000) | 2,238  |
| --- | --- |
|  Investment comprises: |   |
|  Ordinary shares | 2,238  |
|  Debt | -  |
|  Valuation method | Cost  |
|  Valuation (£'000) | 2,238  |
|  Multiple of Investment Cost | 1.00x  |
|  Income received by the Company from this holding in the year (£'000) | -  |
|  Source of financial data | Unaudited accounts for the year ended 30 Apr 2022  |
|  Turnover (£'000) | Not disclosed  |
|  Profit before tax (£'000) | Not disclosed  |
|  Net liabilities (£'000) | 508  |
|  Proportion of equity held | 69%  |
|  Proportion of voting rights held | 25%  |
|  Proportion of equity managed by Puma Investment Management Limited^ | 99%  |

Forde Resolution Company Limited (trading as HR Duo) is a B2B software company specialising in HR software for SMEs. It provides a SaaS-like + services HR software solution for SMEs (between 10 and 1,000 FTEs) offering HR admin management and expert HR advice to alleviate the burden for SMEs. The equity held in HR Duo is E and F Ordinary shares. Only F shares attract full voting rights.

^ May not accurately reflect voting rights

66
SIGNIFICANT INVESTMENTS > CONTINUED

# DYMAG GROUP LIMITED

|  Cost (£'000) | 4,063  |
| --- | --- |
|  Investment comprises: |   |
|  Ordinary shares | 3,463  |
|  Debt | 600  |
|  Valuation method | Multiples  |
|  Valuation (£'000) | 3,899  |
|  Multiple of Investment Cost | 0.96x  |
|  Income received by the Company from this holding in the year (£'000) | -  |
|  Source of financial data | Unaudited accounts for the period ended 31 Dec 2021  |
|  Turnover (£'000) | Not disclosed  |
|  Profit before tax (£'000) | Not disclosed  |
|  Net liabilities (£'000) | 785  |
|  Proportion of equity held | 34%  |
|  Proportion of voting rights held | 31%  |
|  Proportion of equity managed by Puma Investment Management Limited^ | 85%  |

Dymag Group Limited is a British, elite motorbike and car wheel designer and manufacturer. Its wheels are steeped in the heritage of 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.

# LE COL HOLDINGS LIMITED

|  Cost (£'000) | 8,280  |
| --- | --- |
|  Investment comprises: |   |
|  Ordinary shares | 8,280  |
|  Debt | -  |
|  Valuation method | Multiples  |
|  Valuation (£'000) | 10,529  |
|  Multiple of Investment Cost | 1.27x  |
|  Income received by the Company from this holding in the year (£'000) | -  |
|  Source of financial data | Audited accounts for the year ended 26 Dec 2021  |
|  Turnover (£'000) | Not disclosed  |
|  Profit before tax (£'000) | Not disclosed  |
|  Net liabilities (£'000) | 982  |
|  Proportion of equity held | 42%  |
|  Proportion of voting rights held | 32%  |
|  Proportion of equity managed by Puma Investment Management Limited^ | 85%  |

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.

# HOT COPPER PUB COMPANY LIMITED

|  Cost (£'000) | 847  |
| --- | --- |
|  Investment comprises: |   |
|  Ordinary shares | 847  |
|  Debt | -  |
|  Valuation method | Multiples  |
|  Valuation (£'000) | 588  |
|  Multiple of Investment Cost | 0.69x  |
|  Income received by the Company from this holding in the year (£'000) | -  |
|  Source of financial data | Audited accounts for the year ended 25 Sep 2021  |
|  Turnover (£'000) | Not disclosed  |
|  Profit before tax (£'000) | Not disclosed  |
|  Net assets (£'000) | 11,638  |
|  Proportion of equity and voting rights held | 5%  |
|  Proportion of equity managed by Puma Investment Management Limited^ | 98%  |

Hot Copper Pub Company Limited owns and operates leasehold and freehold pubs in the UK. The equity held in Hot Copper Pub Company Limited is A Ordinary Shares, which attract full voting rights.

^ May not accurately reflect voting rights

67
SIGNIFICANT INVESTMENTS > CONTINUED
ABW GROUP LIMITED ("OSTMODERN")
Cost (£'000) 500
Investment comprises:
Ordinary shares 500
Debt -
Valuation method Multiples
Valuation (£'000) 545
Multiple of Investment Cost 1.09x
Income received by the Company from this holding in the year (£’000) -
Source of ﬁnancial data Unaudited accounts for the year ended 30 Jun 2022
Turnover (£’000) Not disclosed
Proﬁt before tax (£’000) Not disclosed
Net liabilities (£’000) 1,663
Proportion of equity held 16%
Proportion of voting rights held 5%
Proportion of equity managed by Puma Investment Management Limited^ 63%
ABW Group Limited (trading as Ostmodern) has been at the forefront of innovation in digital product development for over
ten years, creating video platforms for some of the world’s leading media, broadcast and sport brands. e equity held in
the company is A and B Ordinary Shares. Only A shares attract full voting rights.
NQOCD CONSULTING LIMITED ("RON DORFF")
Cost (£'000) 2,939
Investment comprises:
Ordinary shares 2,393
Debt -
Valuation method Price of recent investment
Valuation (£'000) 3,433
Multiple of Investment Cost 1.43x
Income received by the Company from this holding in the year (£’000) -
Source of ﬁnancial data Unaudited accounts for the year ended 31 Dec 2021
Turnover (£’000) Not disclosed
Proﬁt before tax (£’000) Not disclosed
Net liabilities (£’000) 6,996
Proportion of equity held 32%
Proportion of voting rights held 15%
Proportion of equity managed by Puma Investment Management Limited^ 100%
NQOCD Consulting Limited (trading as Ron Dorff) is a premium menswear brand operating across Europe and the USA.
e equity held in NQOCD Consulting Limited is A, B, D and E shares. Only A shares attract full voting rights
MUSO TNT LIMITED
Cost (£'000) 2,361
Investment comprises:
Ordinary shares 2,361
Debt -
Valuation method Cost
Valuation (£'000) 2,361
Multiple of Investment Cost 1.00x
Income received by the Company from this holding in the year (£’000) -
Source of ﬁnancial data Unaudited accounts for the year ended 31 Mar 2022
Turnover (£’000) Not disclosed
Proﬁt before tax (£’000) Not disclosed
Net liabilities (£’000) 573
Proportion of equity held 30%
Proportion of voting rights held 10%
Proportion of equity managed by Puma Investment Management Limited^ 41%
MUSO TNT Limited is a data company that provides a complete and trusted view of global piracy and unlicensed media
consumption. It measures global piracy and monitors all major forms of piracy activity, including streaming, web
downloads, public and private torrents and stream rippers. e equity held in MUSO TNT Limited is B and C Ordinary
Shares. e B shares attract full voting rights.
^ May not accurately reﬂect voting rights
68
SIGNIFICANT INVESTMENTS > CONTINUED

## EVERPRESS LIMITED

|  Cost (£'000) | 3,514  |
| --- | --- |
|  Investment comprises: |   |
|  Ordinary shares | 3,514  |
|  Debt | -  |
|  Valuation method | Multiples  |
|  Valuation (£'000) | 5,522  |
|  Multiple of Investment Cost | 1.57x  |
|  Income received by the Company from this holding in the year (£'000) | -  |
|  Source of financial data** | Unaudited accounts for the year ended 31 Dec 2021  |
|  Turnover (£'000) | Not disclosed  |
|  Profit before tax (£'000) | Not disclosed  |
|  Net liabilities (£'000) | 524  |
|  Proportion of equity held | 39%  |
|  Proportion of voting rights held | 7%  |
|  Proportion of equity managed by Puma Investment Management Limited^ | 65%  |

Everpress Limited is an online platform that enables creatives, illustrators and artists ("creators") to design and sell clothing to their audience. Its global fashion marketplace connects consumers to unique and sustainable products from independent designers. The equity held in Everpress Limited is A and B Ordinary Shares. The A shares attract full voting rights.

## DEAZY LIMITED

|  Cost (£'000) | 2,900  |
| --- | --- |
|  Investment comprises: |   |
|  Ordinary shares | 2,900  |
|  Debt | -  |
|  Valuation method | Multiples  |
|  Valuation (£'000) | 3,120  |
|  Multiple of Investment Cost | 1.08x  |
|  Income received by the Company from this holding in the year (£'000) | -  |
|  Source of financial data* | Unaudited accounts for the year ended 31 Dec 2021  |
|  Turnover (£'000) | Not disclosed  |
|  Profit before tax (£'000) | 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.

* The company extended its year-end from 31 August 2021 to 31 December 2021.

** The company shortened its year-end from 31 March 2022 to 31 December 2021.

^ May not accurately reflect voting rights.

69
## Directors’ biographies
## David Buchler
NONEXECUTIVE CHAIRMAN
David Buchler is a Chartered Accountant and Insolvency Practitioner, with some 40 years
of experience in the ﬁeld of Insolvency and Corporate Turnaround. He was a Partner at
Arthur Andersen prior to becoming a Founding Partner of Buchler Phillips, one of the
UK’s leading ﬁnancial recovery and restructuring specialists, which was acquired in 1999
by the world’s leading risk mitigation ﬁrm, Kroll Inc. Until 2003, David was Chairman
of Kroll for Europe and Africa. He is a former President of the Association of Business
Recovery and Turnaround Professionals, the R3; former Vice-Chairman of Tottenham
Hotspur Football Club; former Deputy Chairman of the English National Opera; as well
as Producer of the London International Opera Festival from 1984 to 1993.
David Buchler is currently Chairman of several different companies, both public and
private, including Buchler Phillips; Volvere Plc; Puma VCT 13 Plc; and the English National
Opera Directors Emeriti. In addition, David Buchler is a Trustee of Syracuse University;
a member of the Institute of Chartered Accountants; the Insolvency Practitioners
Association; the Institute for Turnaround; as well as a Director of the Peres Center for Peace.
## Stephen Hazel-Smith
Stephen is a UK institutional fund manager by background, including the founder
and Managing Director of Rutherford Asset Management Limited, where he created
a number of highly successful smaller company investment vehicles, including Herald
Investment Trust and Beacon Investment Trust. In 1997 he sold Rutherford Asset
Management Limited to Close Brothers Group and joined Close Investment Limited as
Managing Director, where he was responsible for launching Close Brothers AIM VCT.
He is a Director of Octopus AIM VCT plc, PfP Capital plc, and Daxia Limited. He is a former
Chairman of Conduit PR Limited plc, PLUS Markets Group plc and of Businessagent.com.
## Graham Shore
Graham was previously a Management Consultancy Partner of Touche Ross (now Deloitte),
having begun his career as a Government Economist. At Touche Ross he undertook
strategic and economic assignments for a wide range of clients including appraisals of
venture capital opportunities. In 1990 he joined the Shore Capital Group as Managing
Director and has been involved in managing the Puma VCTs and other venture capital
funds managed by the Shore Capital Group, including evaluating new deals for the funds
and representing the funds with investee companies. Graham has been involved with AIM
since its inception as both a corporate ﬁnancier and investor, and with private equity for
more than 25 years. He has been a Director of several other Puma VCTs, which, have now
successfully returned their capital to their investors in accordance with their mandates.
70
## Strategic Report
### The Directors present their Strategic Report of
### the Company for the year ended 28 February
### 2023. The purpose of the report is to inform
### members of the Company and help them assess
### how the Directors have performed their duty
### to promote the success of the Company.
Principal activities and status distributions from capital gains and income
generated from the Company’s assets. It intends
The Company was incorporated on 15 September
to do so while maintaining its qualifying status as a
2016. The principal activity of the Company is the
VCT, by pursuing the following Investment Policy:
making of investments in qualifying and non-
qualifying holdings of shares or securities. The
The Company may invest in a mix of qualifying and
Company is an investment company within the
non-qualifying assets. The qualifying investments
meaning of Section 833 of the Companies Act
may be quoted on AIM or a similar market or be
2006. The Company has been granted provisional
unquoted companies. The Company may invest
approval by the Inland Revenue under Section 274
in a diversiﬁed portfolio of growth-orientated
of the Income Tax Act 2007 as a Venture Capital
qualifying companies that seek to raise new
Trust. The Directors have managed, and continue
capital on ﬂotation or by way of a secondary
to manage, the Company’s affairs in such a manner
issue. The Company has the ability to structure
as to comply with s274 of the Income Tax Act 2007.
deals to invest in private companies with an
asset-backed focus to reduce potential capital
The Company’s Ordinary Shares of 0.0005p
loss. The Company had to have in excess of 80%
each have been listed on the Ofﬁcial List of
of its assets invested in qualifying investments as
the UK Listing Authority since 2 July 2018.
deﬁned for VCT purposes by 28 February 2023.
Business model and strategy
The portfolio of non-qualifying investments will be
The Company operates as a VCT to enable its managed with the intention of generating a positive
shareholders to beneﬁt from tax reliefs available. return. Subject to the Board and Investment
The Directors aim to maximise tax-free distributions Manager’s view from time to time of desirable asset
to shareholders by way of dividends paid out allocation, it will comprise quoted and unquoted
of income received from investments, and capital investments (direct or indirect) in cash or cash
gains received following successful realisations. equivalents, secured loans, bonds, equities, vehicles
The Company’s strategy is set out in the investing in property and funds of funds or on
Investment Policy below. cash deposit.
A full text of the Company’s investment policy
Investment Policy
can be found within the Company’s prospectus
Puma VCT 13 plc seeks to achieve its overall
at www.pumainvestments.co.uk
investment objective (of proactively managing
the assets of the fund with an emphasis on
realising gains in the medium term) to maximise
71
STRATEGIC REPORT > CONTINUED
Principal risks and uncertainties In addition to the principal risks explained above,
the principal uncertainty that may affect the
The Board has carried out a robust assessment
Company relates to material changes to the VCT
of the Company’s emerging and principal risks,
regulations. The Board continues to monitor this
including those that might threaten the Company’s
and will take appropriate action if required.
business model, future performance, solvency or
liquidity and reputation. The Board receives regular
Risk management
reports from the Investment Manager and uses
this information, along with its own knowledge The Company’s investment policy allows for
and experience, to identify any emerging risks, a large proportion of the Company’s assets
so that appropriate procedures can be put in to be held in unquoted investments. These
place to manage or mitigate such risks. investments are not publicly traded, so there is
not a liquid market for them. Therefore, these
The principal risks facing the Company relate
investments may be difﬁcult to realise.
to its investment activities, speciﬁcally market
price risk, as well as interest rate risk, credit risk The Company manages its investment risk within
and liquidity risk. An explanation of these risks the restrictions of maintaining its qualifying
and how they are managed is contained in VCT status by using the following methods:
note 14 to the ﬁnancial statements. Additional
• the active monitoring of its investments by
risks faced by the Company are listed below.
the Investment Manager and the Board;
Market conditions • seeking Board representation associated
There is a risk that geopolitical and economic events with each investment, if possible;
can impact the prospects of some of the Company’s
• seeking to hold larger investment stakes by
investments. The Investment Manager maintains
co-investing with other companies managed
close contact with all investee companies, to
by the Investment Manager, so as to gain
endeavour to mitigate the risk as far as possible.
more inﬂuence over the investment;
Further details of the investments are set out in the

| Investment Manager’s Report from pages 6 to 61. | • ensuring a spread of investments is achieved. |
| --- | --- |
| Investment risk | Business review and future developments |
| Inappropriate stock selection leading to | The Company’s business review and future |
| underperformance in absolute and relative terms | developments are set out in the Chairman’s |
| is a risk that the Investment Manager and the | Statement, the Investment Manager’s Report and |
| Board mitigate by reviewing performance | the Investment Portfolio Summary on pages 2 to 64. |

throughout the year and formally at Board meetings.
There is also a regular review by the Board of the Key performance indicators
investment mandate and long-term investment At each Board meeting, the Directors consider a
strategy, and monitoring of whether the Company number of performance measures to assess the
should change its investment strategy. Company’s success in meeting its objectives. The
Board believes the Company’s key performance
Regulatory risk indicators are movement in NAV per Ordinary Share
The Company operates in a complex regulatory and Total Return per Ordinary Share. The Board
environment and faces a number of related considers that the Company has no non-ﬁnancial
risks. A breach of s274 of the Income Tax Act key performance indicators. In addition, the Board
2007 could result in the Company being subject considers the Company’s compliance with the
to capital gains on the sale of investments. A VCT regulations to ensure that it will maintain
breach of the VCT regulations could result in the its VCT status. An analysis of the Company’s key

| loss of VCT status and consequent loss of tax | performance indicators and the performance of |
| --- | --- |
| relief currently available to shareholders. Serious | the Company’s portfolio and speciﬁc investments |
| breach of other regulations, such as the UKLA | is included in the Chairman’s Statement, the |
| Listing Rules and the Companies Act 2006, could | Investment Manager’s Report and the Investment |
| lead to suspension from the Stock Exchange. | Portfolio Summary on pages 2 to 64. |

The Board receives quarterly reports in order
to monitor compliance with regulations.
72
STRATEGIC REPORT > CONTINUED
Viability statement The Company does not have any employees,
and delegates day-to-day operations to service
The Directors have conducted a robust assessment
providers. The Board’s principal concern is
of the principal risks facing the Company,
to focus on the needs and priorities of its
including those that would threaten its business
shareholders, as well as considering the wider
model, future performance, solvency or liquidity.
community, including the Company’s service
This is summarised above. The Directors have
providers and its investee companies (as
assessed the prospects of the Company for the
disclosed in the Investment Manager’s Report
three-year period from the Balance Sheet date.
on pages 6 and 61). The Board considers that
This is a period for which developments are
the Company’s shareholders are its customers
considered to be reasonably foreseeable. This
and its suppliers are the service providers.
review included consideration of compliance
with the VCT regulations, the Company’s current
The Annual Report as a whole, sets out how the
ﬁnancial position and expected cash ﬂows for
Board promotes the success of the Company for the
the period and the current economic outlook.
beneﬁt of its shareholders. The Board is focused on
high standards of business conduct and recognises
Based on this review and the fact that the
the need to act fairly between shareholders.
Company’s listed shares are held for liquidity
purposes and will be sold as and when required, the
The Board engages with the Investment Manager
Directors have concluded that there is a reasonable
at every Board meeting, to ensure that there is a
expectation that they will have access to adequate
close and constructive working relationship and a
cash resources to enable the Company to continue
good understanding of the investee companies.
in operation and meet its liabilities, as they fall due
The Company also engages regularly with its
over the three-year period to 28 February 2026.
other service providers. The Board ensures that
the interests of current and potential stakeholders,
Section 172 Statement – Duty to promote the
and the impact of the Company’s investments on
success of the company
the wider community and the environment, are
Section 172 of the Companies Act requires taken into account when decisions are made.
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
David Buchler
beneﬁt of its members as a whole, and in doing
Chairman
so have regard (among other matters) to:
15 June 2023
(a) the likely consequences of any decision in the
long term,
(b) the interests of the company’s employees,
(c) the need to foster the company’s business
relationships with suppliers, customers and
others,
(d) the impact of the company’s operations on the
community and the environment,
(e) the desirability of the company maintaining
a reputation for high standards of business
conduct, and
(f) the need to act fairly between members of the
company.
This section of the Strategic Report also sets out
the disclosures required in respect of how the
Company engages with suppliers, customers and
others in a business relationship with the Company.
73
## Directors’ Report
### The Directors present their Annual Report and
### the audited ﬁnancial statements of the Company
### for the year ended 28 February 2023. The
### Company’s Registered Number is 10376236.
### The Company has, in accordance with Section
### 14C of the Companies Act, set out in the Strategic
### Report, information regarding ﬁnancial risk
### management, future developments and engagement
### with suppliers, customers and others in a business
### relationship with the Company that would
### otherwise be set out in the Directors’ Report.
74
DIRECTORS’ REPORT > CONTINUED
Results and dividends The Company has delegated company secretarial
and other accounting and administrative support to
The results for the ﬁnancial year are set out on page
PI Administration Services Limited for an aggregate
92. The Directors will not propose a resolution at
annual fee of 0.35% of the NAV of the Fund at
the Annual General Meeting to pay a ﬁnal dividend
each quarter end, payable quarterly in arrears.
(2022: 6.5p paid within the year). It is the aim of
the Directors to maximise tax-free distributions
As approved at the General Meeting in the
to shareholders by way of dividends paid out of
year, performance fee arrangements for Puma
income received from investments and capital
Investments and members of the investment
gains received following successful realisations.
management team have been amended. The
performance incentive fee (“PIF”) payable in relation
Post Balance Sheet events
to each accounting period (as determined from
Details of material post Balance Sheet events are the audited annual accounts for that period) is
set out in note 18 to the ﬁnancial statements. now subject to the Performance Value per Share
being at least 110p at the end of the relevant period.

| Capital structure | Performance Value per Share is calculated as the |
| --- | --- |
| The issued share capital of the Company is | total of the Net Asset Value, the performance |
| detailed in note 12 to the ﬁnancial statements. | incentive fees previously paid or accrued by the |
| Details of share voting rights and authority to | Company for all previous accounting periods, |
| repurchase Ordinary Shares are disclosed in the | and the cumulative amount of dividends paid |
| Corporate Governance Statement on page 80. | by the Company before the relevant accounting |

reference date, with the aggregate amount of
Directors these divided by the number of Ordinary Shares
in issue in the Company on the relevant date
The Directors of the Company during the
(excluding the Performance Incentive Shares).
year and their beneﬁcial interests in the
issued Ordinary Shares of the Company
The amount of the PIF will be equal to 20% of the
at 28 February 2023 were as follows:
amount by which the Performance Value per
Share at the end of an accounting period exceeds
0.0005p Ordinary Shares the High Water Mark (being the higher of 110p
and the highest Performance Value per Share
28 February 28 February
2023 2022 at the end of any previous accounting period),
multiplied by the number of relevant Ordinary
Shares in issue at the end of the relevant period
David Buchler (Chairman) 20,200 20,200
(excluding any Performance Incentive Shares).
Graham Shore 51,000 51,000
Stephen Hazell-Smith 20,200 20,200 That amount will be allocated, at the discretion
of the Investment Manager, between the
Investment Manager itself and the management

| No options over the share capital of the | team. Under the previous performance incentive |
| --- | --- |
| Company have been granted to the Directors. | arrangement, 3,895,834 Ordinary Shares (as set |
| There have been no changes in the holdings | out in note 11 to the ﬁnancial statements) are held |
| of the Directors since the year-end. | by the Investment Manager and members of the |

investment management team (“Performance
Investment management, administration Incentive Shares”). Under the terms of the incentive
and performance fees arrangement, all rights to dividends will be
waived, except amounts payable under the new
The Company has delegated the investment
PIF will, where possible, be paid as a dividend
management of the portfolio to Puma Investment
through these Performance Incentive Shares.
Management Limited (“Puma Investments”).
The principal terms of the Company’s management
Upon review of the operation of the current
agreement with Puma Investments are set out
PIF arrangements, and following consultation
in note 3 to the ﬁnancial statements. The annual
with the Board and the Company’s sponsor,
running costs of the Company are subject to a
the Company is proposing to put forth, for
cap of 3.5% of the Company’s Net Assets as at
shareholder approval, an amended methodology
the end of the previous accounting period.
for calculating the PIF for the accounting period
beginning 1 March 2022 (with retrospective effect)
and subsequent accounting periods at a General
75
DIRECTORS' REPORT > CONTINUED

Meeting to be held on or around the date of the Company's 2023 AGM. Under this amended methodology, a provision for the PIF has been included in the February 2023 year-end accounts. A circular setting out the details of the proposed changes will be distributed to shareholders in advance of the General Meeting. Details of the performance fee provision for the year is set out in notes 3 and 11 to the financial statements.

It is the Directors' opinion that the continued appointment of the Investment Manager, Puma Investments, on the terms agreed, is in the best interests of the shareholders as a whole. The Investment Manager is part of the Shore Capital Group, which has a proven track record in VCT management and has a strong network within the industry.

### Corporate Governance Statement

The Company's Corporate Governance Statement is set on page 80 to 83 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 consumed less than 40,000kWh of energy during the year, so has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emission-producing sources under the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.

### Going concern

The Board receives regular reports from Puma Investments, and in accordance with the guidance issued by the Financial Reporting Council, the Directors have considered a period of 12 months from the date of this report for the purposes of determining the Company's going concern status. As part of this assessment, they have taken into consideration the geopolitical 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 2023 and as at the date of this report, the Company had been notified that 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 2023 | At 28 Feb 2022 | At 28 Feb 2023 | At 28 Feb 2022  |
|  Shore Capital International Asset Management Limited | 1,383,021 | 1,383,021 | <3% | <3%  |

The above shareholding is 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

Following a rebranding exercise on 15 May 2023 the trading name of the company's independent auditor changed from MHA MacIntyre Hudson to MHA. A resolution to reappoint MHA as independent auditor will be proposed at the next Annual General Meeting.

### Statement as to disclosure of information to the auditor

The Directors in office at the date of this report have confirmed that, as far as they are each aware, there is no relevant audit information of which the auditor is unaware. Each of the Directors has confirmed that they have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that it has been communicated to the auditor.

76
DIRECTORS’ REPORT > CONTINUED
Annual General Meeting Directors’ Statement pursuant to the Disclosure
and Transparency rules
The Annual General Meeting of the Company
will be held at Cassini House, 57 St James’s Each of the Directors, whose names and functions
Street, London SW1A 1LD on 27 July 4.30pm. are listed in the Directors’ Biographies on page 70,
Notice of the Annual General Meeting and Form conﬁrms that, to the best of each person’s knowledge:
of Proxy are inserted within this document.
(a) the ﬁnancial statements, prepared in
accordance with United Kingdom Generally
Statement of Directors’ Responsibilities
Accepted Accounting Practice (United
The Directors are responsible for preparing
Kingdom Accounting Standards, comprising
the Strategic Report, the Directors’ Report, the
FRS 102 “The Financial Reporting Standard
Directors’ Remuneration Report and the ﬁnancial
applicable in the UK and Republic of Ireland”,
statements in accordance with applicable laws
and applicable law), give a true and fair view
and regulations.
of the assets, liabilities, ﬁnancial position and
proﬁt/(loss) of the Company; and
Company law requires the Directors to prepare
ﬁnancial statements for each ﬁnancial year. Under
(b) the Chairman’s Statement, Investment
that law, the Directors have elected to prepare
Manager’s Report, Strategic Report and
the ﬁnancial statements in accordance with
Directors’ Report contained in the Annual
United Kingdom Generally Accepted Accounting
Report include a fair review of the development
Practice (United Kingdom Accounting Standards,
and performance of the business and the
comprising FRS 102 “The Financial Reporting
position of the Company together with
Standard applicable in the UK and Republic of
a description of the principal risks and
Ireland”, and applicable law). Under company
uncertainties that it faces.
law, the Directors must not approve the ﬁnancial
statements unless they are satisﬁed that they
Directors' Statement regarding Annual
give a true and fair view of the state of affairs
Report and Accounts
of the Company and of the proﬁt or loss of the
The Directors consider that the Annual Report
Company for that period. In preparing those
and Accounts, taken as a whole, is fair, balanced
ﬁnancial statements, the Directors are required to:
and understandable and provides the information
• select suitable accounting policies and necessary for shareholders to assess the Company’s
then apply them consistently; position and performance, business model
and strategy.
• make judgements and accounting estimates
that are reasonable and prudent;
Electronic publication
• state whether applicable UK Accounting
The Directors are responsible for the maintenance
Standards (comprising FRS 102 “The
and integrity of the corporate and ﬁnancial
Financial Reporting Standard applicable
information included on the Company’s
in the UK and Republic of Ireland”, and
website. The ﬁnancial statements are published
applicable law) have been followed, subject
on www.pumainvestments.co.uk, a website
to any material departures disclosed and
maintained by the Investment Manager.
explained in the ﬁnancial statements;
Legislation in the United Kingdom regulating the
• prepare the ﬁnancial statements on the going
preparation and dissemination of the ﬁnancial
concern basis unless it is inappropriate to presume
statements may differ from legislation in
that the Company will continue in business.
other jurisdictions.
The Directors are responsible for keeping adequate
accounting records that are sufﬁcient to show and
explain the Company’s transactions and disclose On behalf of the Board.
with reasonable accuracy at any time, the ﬁnancial
position of the Company and enable them to
ensure that the ﬁnancial statements and the David Buchler
Directors’ Remuneration Report comply with the Chairman
Companies Act 2006. They are also responsible for
15 June 2023
safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
77
## Directors’ Remuneration Report
### This report is prepared in accordance with Schedule
### 420-422 of the Companies Act 2006. A resolution to
### approve this report will be put to the members at the
### Annual General Meeting to be held on 27 July 2023.
Directors’ Remuneration Policy These are the total emoluments. There are no
pension contributions or share options. There is no
The Board as a whole considers Directors’
requirement for the Directors to hold shares in the
remuneration and therefore a Remuneration
Company. Directors’ share interests are disclosed
Committee has not been established. The Board’s
in the Directors’ Report on page 74 (audited).
policy is that the remuneration of non-executive
Directors should reﬂect time spent and the
Brief biographical notes on the Directors are
responsibilities borne by the Directors for the
given on page 70.
Company’s affairs, and should be sufﬁcient to
enable candidates of high calibre to be recruited.
2023/24 Remuneration
Directors’ fees payable during the year totalled
The remuneration levels for the forthcoming year
£61,000 (excluding VAT) as set out in note 4 to
are expected to be at the annual levels shown in
the ﬁnancial statements. On 13 September 2017
the table above. The Directors shall be paid by the
the Directors were appointed for a period of 12
Company all travelling, hotel and other expenses
months, after which either party must give three
they may incur in attending meetings of the
calendar months’ notice to end the contract.
Directors or General Meetings, or otherwise in
connection with the discharge of their duties. The
Directors’ Remuneration
remuneration to be paid is as per the prospectus.
The Directors are all non-executive and
received emoluments as detailed below: Directors’ and Ofﬁcers’ liability insurance cover is
held by the Company in respect of the Directors.
Year ended Year ended
Statement of voting at Annual General Meeting

| 28 February |  |  | 28 February |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  | 2023 |  |  | 2022 |  | Resolutions to approve the Directors’ Remuneration |
|  |  | £ |  |  | £ | Policy and the Directors’ Remuneration Report |

were approved by shareholders at the AGM on
David Buchler (Chairman) 25,000 25,000
7 July 2022. Votes cast are summarised as follows:
Stephen Hazell-Smith 18,000 18,000
Graham Shore 18,000 18,000

|  |  | Directors’ |  |  | Directors’ |
| --- | --- | --- | --- | --- | --- |
| 61,000 61,000 | Remuneration |  |  | Remuneration |  |
|  |  |  | Policy |  | Report |

For 94.1% 94.1%
Against 5.9% 5.9%
Number of votes
withheld - -
78
DIRECTORS' REMUNERATION REPORT > CONTINUED

### Performance graph

The following chart represents the Company's performance from inception to 28 February 2023, and compares the rebased Net Asset Value to a rebased FTSE AIM All-Share Index. This index is considered to be the most appropriate equity market against which investors can measure the relative performance of the Company. This has been rebased to 100 at 2 July 2018, the listing date for the Company.

![img-0.jpeg](img-0.jpeg)

On behalf of the Board

**David Buchler**

Chairman

15 June 2023

79
## Corporate Governance
## Statement
### The Association of Investment Companies Code of Corporate
### Governance (the “AIC Code”), issued by the AIC in February 2019,
### addresses the principles and provisions set out in the UK Corporate
### Governance Code (the 22, 37 “UK Code”), issued by the Financial
### Report Council (“FRC”) in July 2018, as well as setting out additional
### provisions on issues that are of speciﬁc relevance to Puma VCT 13.
The FRC has conﬁrmed that members of the AIC, service providers. In practice, most of the
who report against the AIC Code, will be meeting time spent by the board of a well-functioning
their obligations in relation to the UK Code and the investment company should be spent on
associated disclosure requirements under paragraph matters of general corporate governance (eg the
9.8.6 of the Listing Rules. The AIC Code is available investment strategy, policy and performance).
on the AIC’s website www.theaic.co.uk. It includes
VCT 13 is committed to maintaining high
an explanation of how the AIC Code adapts the
standards in corporate governance. With
principles and provisions set out in the UK Code to
the exception of the limited items outlined
make them relevant for investment companies.
below, the Directors consider that VCT 13 has,
Corporate governance within the investment throughout the year under review, complied
company industry differs from that of other with the provisions set out in the AIC Code:
companies. In addition, VCTs differ from most
• Provision 14 – Due to the size of the Board,
other investment companies in that they have,
the role of Chairman and Senior Independent
developed over many years, a complex range of
Director are both performed by David Buchler.
additional legal, tax and regulatory requirements.
The recommendation in the Code is for the

| Puma VCT 13 as a VCT has particular factors | Senior Independent Director and Chairman |
| --- | --- |
| that have an impact on its governance | to be separate positions on the Board. The |
| arrangements; these are outlined below: | Board believes that David Buchler’s experience |

allows him to exercise proper judgement
• The VCT outsources all day-to-day activities (such as
in distinguishing between the roles.
portfolio management, administration, accounting,
custody and company secretarial). This means • Provisions 22, 37 – Due to the size of the Board
that it is governed entirely by a Board of Non- and because there are no executive Directors
Executive Directors. In these circumstances, the or senior management, the Company does not
proper oversight of these relationships is the key have a nominations committee or remuneration
aspect of achieving good corporate governance. committee. Since appointment there have been
no changes to the Board of the Directors or the
• The VCT does not have executive Directors or
Directors’ remuneration. The Board does not have
employees. As a consequence, the only ‘corporate
plans in place for orderly succession to the Board.
memory’ is that of the Non-Executive Directors.
• Provision 26 – Due to the size of the Board,
• The VCT does not have customers,
a formal annual performance evaluation of
only shareholders.
the Board, its committees and the individual
The AIC Code deals with matters such as Directors has not been undertaken. Speciﬁc
the relationship with the manager and other performance issues are dealt with as they arise.
80
CORPORATE GOVERNANCE STATEMENT > CONTINUED

| • Provision 29 – Due to the size of the Board, the | The Board has also established procedures, |
| --- | --- |
| Chairman of the Company is also the Chairman | whereby Directors wishing to do so in the |
| of the Audit Committee. The recommendation | furtherance of their duties, may take independent |
| in the Code is that the Chairman of the | professional advice at the Company’s expense. |

Company should not be a member of the Audit
All Directors have access to the advice and
Committee. The Board believes that David
services of the Company Secretary. The Company
Buchler’s experience allows him to exercise proper
Secretary provides the Board with full information
judgement in distinguishing between the roles.
on the Company’s assets and liabilities and
other relevant information requested by the
The Board
Chairman, in advance of each Board meeting.
The Company has a Board comprising three
non-executive Directors. All Directors are The Board has not established a nominations
independent as deﬁned by the Code, except for committee or remuneration committee, as it
Graham Shore as a result of his holding an interest considers the Board to be small and comprise
in the parent of the Investment Manager. The Board wholly non-executive Directors. Appointments
considers that all Directors have sufﬁcient experience of new Directors and Directors’ remuneration are
to be able to exercise proper judgement within the dealt with by the full Board. The remuneration for
meaning of the Code. The Board has appointed 2023/24 for the Board will be as per the prospectus.
David Buchler as the Senior Independent Director
The Board reviewed Directors’ remuneration
and he is also the Chairman. Biographical details
during the year. Details of the speciﬁc levels of
of all Board members are shown on page 70.
remuneration to each Director are set out in the
In accordance with the recommendations of the Directors’ Remuneration Report on page 78,
Code, all the Directors will retire at the forthcoming and this is subject to shareholder approval.
Annual General Meeting and, being eligible,
There had been no changes to the composition of
will offer themselves for re-election. The Board
the Board since the date of issue of the prospectus,
believes that all the Directors have made valuable
and there are no planned changes. As a result,
contributions during the year and remain committed
the Company does not have plans in place for
to the role. The Board therefore recommends
orderly succession to the Board, and has not
that shareholders re-elect David Buchler, Stephen
established a diversity policy for new appointments
Hazell-Smith and Graham Shore as Directors at
in relation to the composition of the Board.
the forthcoming Annual General Meeting.
Full Board meetings take place quarterly, Audit Committee
and additional meetings are held as required to The Audit Committee comprises the two independent
address speciﬁc issues. The Board has a formal non-executive Directors. It is chaired by David Buchler
schedule of matters speciﬁcally reserved for its and meets annually with the external auditor prior
decision. These include: to approval of the Company’s ﬁnancial statements.
There was one Audit Committee meeting during the
• considering recommendations from
year, which was attended by both independent non-
the Investment Manager;
executive Directors. The Audit Committee monitors
• making all decisions concerning the acquisition the external auditor’s independence, the effectiveness
or disposal of qualifying investments; and of the audit process and other relevant matters.
• reviewing annually, the terms of engagement The Audit Committee receives written conﬁrmation
of all third-party advisers (including each year of the external auditor’s independence.
investment managers and administrators).
The Audit Committee considered the need for
The attendance of individual Directors at full Board an internal audit function, and concluded that
meetings during the year was as follows: this function would not be an appropriate control
for a Venture Capital Trust. The Audit Committee
Board meetings considers that the signiﬁcant issues in relation to
these ﬁnancial statements relate to the carrying
David Buchler 3/3 value and disclosure of the unquoted investments.
The Audit Committee challenges ﬁndings and
Graham Shore 3/3
comments received from the Investment Manager
Stephen Hazell-Smith 3/3
on the ﬁnancial performance of the investments.
81
CORPORATE GOVERNANCE STATEMENT > CONTINUED
This is the VCT 13’s ﬁfth Annual Report and auditor about its reporting responsibilities is set
Accounts; the ﬁrst three were reported by RSM UK out in the Auditor’s Report on pages 84 to 91.
Audit LLP and this is the second being reported
by MHA. The Audit Committee, after taking into Internal control
consideration comments from the Investment
The Board is responsible for the Company’s system
Manager and Administrator regarding the
of internal controls, which have been designed to
effectiveness of the audit process, recommends
provide reasonable, but not absolute, assurance
to the Board that MHA continues in ofﬁce.
against material misstatement or loss.
The Audit Committee reviews and agrees the audit
The Board is responsible for ensuring that the
strategy paper, presented by the auditor in advance
procedures to be followed by the advisers and the
of the audit, which sets out the signiﬁcant risk
Directors are in place, and for reviewing the
areas to be covered during the audit. The Audit
effectiveness of the system of internal controls on
Committee meets prior to the approval of the
a regular basis, to ensure that the controls remain
ﬁnancial statements to consider the auditor’s
relevant and are operating effectively. The Board
ﬁndings and challenge the work performed,
will implement additional controls if it considers
especially in relation to unquoted investments.
it appropriate to do so.
When considering the effectiveness of the
The Directors conﬁrm that they have established a
external audit, the Board considers the quality and
continuing process throughout the year and up to
content of the Audit Plan and Report provided to
the date of this report for identifying, evaluating and
the Committee by the auditor and the resultant
managing the signiﬁcant potential risks faced by the
reporting and discussions on topics raised.
Company, and have reviewed the effectiveness of
the internal control and risk management systems.
The Audit Committee approves the provision of
any non-audit work prior to it being undertaken.
As part of this process, an annual review of the internal
No non-audit fees were charged during the year.
control and risk management systems is carried out
in accordance with the Financial Reporting Council
The Audit Committee Terms of Reference
guidelines for internal control. There were no problems
are on the Investment Manager’s website
identiﬁed from the Directors’ annual review of the
at www.pumainvestments.co.uk.
internal control and risk management systems.
Relations with Shareholders
Although the Board is ultimately responsible for
Shareholders have the opportunity to meet safeguarding the assets of the Company, the Board
representatives of the investment management has delegated, through written agreements, the
team and the Board at the AGM. The Board is also day-to-day operation of the Company to the
happy to respond to any written queries made by following advisers:
shareholders, or to meet shareholders if so requested.
Administration PI Administration Services
In addition to the formal business of the AGM,
Limited
representatives of the investment management
team and the Board are available to answer
Investment Puma Investment
any questions a shareholder may have.
Management Management Limited
Separate resolutions are proposed at the AGM on
each substantially separate issue. The Registrars Puma Investment Management Limited identiﬁes
collate proxy votes and the results (together with investment opportunities and monitors the portfolio
the proxy forms) are forwarded to the Company of investments and makes recommendations to
Secretary immediately prior to the AGM. Proxy the Board in terms of suggested disposals and
votes are announced at the AGM, following each further acquisitions. Puma Investment Management
vote on a show of hands, except in the event of a Limited holds a discretionary investment mandate
poll being called. The Notice of the next AGM and for all investments, although qualifying investments
Form of Proxy are at the end of this document. decisions are all approved by the Board.
PI Administration Services Limited is engaged to
Financial reporting
carry out the accounting function and manages
The Directors’ statement of responsibilities for the retention of physical custody of the documents
preparing the accounts is set out in the Directors’ of title relating to unquoted investments. Quoted
Report on page 77, and a statement by the investments are held in CREST.
82
CORPORATE GOVERNANCE STATEMENT > CONTINUED
Internal control systems include production and
review of monthly management accounts. Both the
annual and interim report are reviewed and approved
by the Board. All outﬂows made from the VCT’s bank
accounts require the authority of two signatories
from Puma Investments, the Investment Manager.
The Investment Manager is subject to internal
monitoring as part of the Compliance Framework.
Share Capital, Rights Attaching to the Shares
and Restrictions on Voting and Transfer
Ordinary Shares are freely transferable in both
certiﬁcated and uncertiﬁcated form and can be
transferred by means of the CREST system.
There are no restrictions on the transfer of any
fully paid-up share. With respect to voting rights,
the Ordinary Shares rank pari passu as to rights
to attend and vote at any General Meeting of
the Company. The Company’s ordinary
shareholders do not have differing voting rights.
Further details of the Company’s rules are set
out in the Company’s prospectus at www.
pumainvestments.co.uk. Rights attaching to the
Company’s redeemable preference shares are
disclosed in note 10 to the ﬁnancial statements.
Repurchase of Ordinary Shares
Although the Ordinary Shares are traded on the
London Stock Exchange, there is likely to be an illiquid
market and, in such circumstances, shareholders
may ﬁnd it difﬁcult to sell their Ordinary Shares in the
market. In order to try to improve the liquidity in the
Ordinary Shares, the Board may establish a buy-back
policy whereby the Company will purchase Ordinary
Shares for cancellation. The Board has authority to
make market purchases of the Company’s own shares.
This authority for up to 4,221,743 of the Company’s
issued share capital was granted at the 2021 Annual
General Meeting. A resolution will be put to the next
Annual General Meeting to renew this authority.
Gearing
The Board has the authority to borrow up to 50%
of the amount received from the issued share capital,
but there are currently no plans to take advantage
of this authority.
On behalf of the Board
David Buchler
Chairman
15 June 2023
83
## Independent Auditor’s Report
TO THE MEMBERS OF PUMA VCT 13 PLC
### For the purpose of this report, the terms “we” and “our” denote
### MHA in relation to UK legal, professional and regulatory
### responsibilities and reporting obligations to the members of
### Puma VCT 13 plc. For the purposes of the table on pages 85
### to 86 that sets out the key audit matters and how our audit
### addressed the key audit matters, the terms “we” and “our”
### refer to MHA. The “Company” is deﬁned as Puma VCT 13 plc.
### The relevant legislation governing the Company is the United
### Kingdom Companies Act 2006 (“Companies Act 2006”).
Opinion In our opinion the ﬁnancial statements:
We have audited the ﬁnancial statements of the
• give a true and fair view of the state of the
Company for the year ended 28 February 2023. The
Company’s affairs as at 28 February 2023
ﬁnancial statements that we have audited comprise:
and its proﬁt for the year then ended;
• the Income Statement
• have been properly prepared in accordance
with United Kingdom Generally
• the Balance Sheet
Accepted Accounting Practice; and
• the Statement of Cash Flows
• have been properly prepared in accordance with

| • the Statement of Changes in Equity, and |  | the requirements of Companies Act 2006. |
| --- | --- | --- |
| • Notes 1 to 18 of the ﬁnancial statements, | Our opinion is consistent with our |  |
| including the accounting policies. | reporting to the Audit Committee. |  |

The ﬁnancial reporting framework that has been
Basis for opinion
applied in the preparation of the Company’s
We conducted our audit in accordance with
ﬁnancial statements is United Kingdom Accounting
International Standards on Auditing (UK) (ISAs
Standards, including Financial Reporting Standard
(UK)) and applicable law. Our responsibilities
102 The Financial Reporting Standard applicable in
under those standards are further described in
the UK and Republic of Ireland (United Kingdom
the Auditor’s Responsibilities for the Audit of the
Generally Accepted Accounting Practice).
Financial Statements section of our report. We
are independent of the Company in accordance
with the ethical requirements that are relevant to
our audit of the ﬁnancial statements in the UK,
including the FRC’s Ethical Standard as applied
to listed public interest entities, and we have
fulﬁlled our ethical responsibilities in accordance
with those requirements. We believe that the
audit evidence we have obtained is sufﬁcient and
appropriate to provide a basis for our opinion.
84
INDEPENDENT AUDITOR’S REPORT > CONTINUED
Conclusions relating to going concern to the forecast expenditure, which was assessed
against the prior year for reasonableness, as
In auditing the ﬁnancial statements, we have
well as the quantum of liquid investments,
concluded that the Directors' use of the going
such the quoted investments at year end.
concern basis of accounting in the preparation
of the ﬁnancial statements is appropriate.
• Considering the impact of market volatility
and uncertainty, including as a result of the
Our evaluation of the Directors’ assessment of
impact of Russian aggression in Ukraine.
the Company’s ability to continue to adopt the
going concern basis of accounting included:
• Calculating ﬁnancial ratios to ascertain
the ﬁnancial health of the Company.
• The consideration of inherent risks
to the Company’s operations and
Based on the work we have performed, we
speciﬁcally its business model.
have not identiﬁed any material uncertainties
relating to events or conditions that, individually
• The evaluation of how those risks might impact
or collectively, may cast signiﬁcant doubt on the
on the Company’s available ﬁnancial resources.
Company’s ability to continue as a going concern
• Obtaining the VCT compliance reports prepared
for a period of at least twelve months from when
by management’s expert during the year and
the ﬁnancial statements are authorised for issue.
as at year end and reviewing the calculations
In relation to the Company’s reporting on how
therein to ensure that the Company was
it has applied the UK Corporate Governance
meeting its requirements to retain VCT status.
Code, we have nothing material to add or draw
• Consideration of the Company’s expected future
attention to in relation to the Directors’ statement
compliance with legislation, the absence of
in the company’s ﬁnancial statements about
bank debt, contingencies and commitments
whether the directors considered it appropriate
and any market or reputational risks.
to adopt the going concern basis of accounting.
• Reviewing the forecasted cashﬂows that
Our responsibilities and the responsibilities of
support the Directors’ assessment of the
the directors with respect to going concern are
going concern, challenging assumptions
described in the relevant sections of this report.
and judgements made in the forecasts,
and assessing them for reasonableness, by
considering the available cash resources relative
OVERVIEW OF OUR AUDIT APPROACH
Scope Our audit was scoped by obtaining an understanding of the Company and its
environment, including the Company’s system of internal control, and assessing
the risks of material misstatement in the ﬁnancial statements. We also addressed
the risk of management override of internal controls, including assessing whether
there was evidence of bias by the directors that may have represented a risk of
material misstatement.
Materiality 2023 2022
Overall £917.8k £445k 1% (2022: 1%) of the net assets
materiality
KEY AUDIT MATTERS
Recurring • Valuation of investments
85
INDEPENDENT AUDITOR’S REPORT > CONTINUED
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgement, were of most signiﬁcance
in our audit of the ﬁnancial statements of the current period and include the most signiﬁcant
assessed risks of material misstatement (whether or not due to fraud) that we identiﬁed.
These matters included those matters which had the greatest effect on: the overall audit strategy:
the allocation of resources in the audit; and directing the efforts of the engagement team.
VALUATION OF INVESTMENTS
Key audit As at 28 February 2023, the Company held unquoted investments of £57.1m (2022:
matter £39.7m). Investments represent the most material balance in the ﬁnancial statements
description and are the primary driver of returns to Shareholders therefore valuation is considered
to be signiﬁcant risks. ese investments represent the single largest and, by extension,
most material balance in the ﬁnancial statements. ey are also the primary driver of
returns to the shareholders, and we therefore identiﬁed their valuation and ownership
as a key assertions for testing during the course of our audit.
Due to their nature and the absence of an active market, there is a high level of estimation
uncertainty involved in determining the value of the unquoted investment valuations.
How the We responded to this matter by testing the valuation and ownership of the portfolio of
scope of investments. Our audit procedures included:
our audit
• Obtaining the most recent ﬁnancial statements of the underlying investee companies.
responded
• Obtaining an understanding of the Company’s unquoted investments held
to the key
at the year-end, including reviewing underlying investment agreements and
audit matter
other relevant documentation to conﬁrm the ownership of the investments.
• Forming a determination of whether the valuation methodology is appropriate in the
circumstances under the International Private Equity and Venture Capital Valuation
(“IPEV”) Guidelines and the ﬁnancial reporting framework adopted by management.
• Review and challenged management’s investments valuation calculations and
check the methodology used in management investment valuation is reasonable.
• Challenged the assumptions inherent in the valuation of unquoted
investments by developing our own point estimates where alternative
assumptions could reasonably be applied and considered the overall
impact of such sensitisations on the portfolio of investments in determining
whether the valuations as a whole are reasonable and unbiased.
• Challenged the and corroborated the inputs to the valuation with reference to
management information of investee companies, market data and our own
understanding and assessed the impact of the estimation uncertainty concerning
these assumptions and the disclosure of these uncertainties in the ﬁnancial statements.
• Challenged the consistency and appropriateness of adjustments made to multiples
applied in arriving at the valuations adopted by considering the individual performance
of investee companies against plan and relative to the peer group, the market and
sector in which the investee company operates and other factors as appropriate.
• Considered the economic environment in which the investment operates
to identify factors that could impact the investment valuation.
Key We found the approach taken in respect of valuation of investments to be accurate and
observations we have concluded that the assumptions and judgments made by management in the
application of the valuation model were reasonable and supportable and the relevant
disclosures are appropriately disclosed in the ﬁnancial statements.
86
INDEPENDENT AUDITOR’S REPORT > CONTINUED
Our application of materiality
Our deﬁnition of materiality considers the value of error or omission on the ﬁnancial statements that,
individually or in aggregate, would change or inﬂuence the economic decision of a reasonably knowledgeable
user of those ﬁnancial statements. Misstatements below these levels will not necessarily be evaluated
as immaterial as we also take account of the nature of identiﬁed misstatements, and the particular
circumstances of their occurrence, when evaluating their effect on the ﬁnancial statements as a whole.
Materiality is used in planning the scope of our work, executing that work and evaluating the results.
Overall £917.8k (2022: £445k)
materiality
Basis of We determined materiality based on 1% (2022: 1%) of net assets value.
determining
In setting materiality, we have had regard to the nature and disposition of the
overall
investment portfolio. Given that the Company’s portfolio is comprised of unquoted
materiality
investments which would typically have a wider spread of reasonable alternative
possible valuations. is investment portfolio is the key driver to the net asset value of
the Company. We have considered net assets value per share to be the Company’s key
performance indicators and is considered to be one of the principal considerations for
members of the Company when assessing ﬁnancial performance.
Performance £642.5k (2022: £311k)
materiality
Basis of We determined performance materiality based on 70% (2022: 70%) of overall materiality.
determining
Performance materiality is the application of materiality at the individual account or
overall
balance level, set at an amount to reduce, to an appropriately low level, the probability
performance
that the aggregate of uncorrected and undetected misstatements exceeds materiality
materiality
for the ﬁnancial statements as a whole.
e determination of performance materiality reﬂects our assessment of the risk of
undetected errors existing, the nature of the systems and controls and the level of
misstatements identiﬁed in previous audits.
Error We agreed to report any corrected or uncorrected adjustments exceeding £44.8k (2022:
reporting £20k) to the Audit Committee as well as differences below this threshold that in our
threshold view warranted reporting on qualitative grounds.
The control environment
We evaluated the design and implementation of those internal controls of the Company
which are relevant to our audit, such as those relating to the ﬁnancial reporting cycle.
We deployed our internal IT audit specialists to obtain an understanding of the
general IT environment.
87
INDEPENDENT AUDITOR’S REPORT > CONTINUED
Reporting on other information provisions of the UK Corporate Governance Code
speciﬁed for our review by the Listing Rules.
The other information comprises the information
included in the Annual Report other than the
Based on the work undertaken as part of our audit,
ﬁnancial statements and our auditor’s report
we have concluded that each of the following
thereon. The directors are responsible for the other
elements of the Corporate Governance Statement is
information contained within the Annual Report.
materially consistent with the ﬁnancial statements
Our opinion on the ﬁnancial statements does not
and our knowledge obtained during the audit:
cover the other information and, except to the
extent otherwise explicitly stated in our report, we • Directors' statement with regards the
do not express any form of assurance conclusion appropriateness of adopting the going
thereon. Our responsibility is to read the other concern basis of accounting and any material
information and, in doing so, consider whether uncertainties identiﬁed set out on page 76;
the other information is materially inconsistent
• Directors’ explanation as to its assessment
with the ﬁnancial statements or our knowledge
of the group’s prospects, the period this
obtained in the course of the audit, or otherwise
assessment covers and why the period
appears to be materially misstated. If we identify
is appropriate set out on page 75;
such material inconsistencies or apparent material
• Director’s statement on whether it has a
misstatements, we are required to determine
reasonable expectation that the group
whether this gives rise to a material misstatement
will be able to continue in operation and
in the ﬁnancial statements themselves. If, based
meets its liabilities set out on page 76;
on the work we have performed, we conclude
that there is a material misstatement of this other
• Directors' statement is fair, balanced and
information, we are required to report that fact.
understandable set out on page 77;
We have nothing to report in this regard. • Board’s conﬁrmation that it has carried
out a robust assessment of the emerging
Strategic Report and Directors’ Report and principal risks set out on page 72;
In our opinion, based on the work
• Section of the Annual Report that describes the
undertaken in the course of the audit:
review of effectiveness of risk management and
internal control systems set out on page 82; and
• the information given in the Strategic Report
and the Directors’ Report for the ﬁnancial year
• Section describing the work of the audit
for which the ﬁnancial statements are prepared
committee set out on page 81.
is consistent with the ﬁnancial statements; and
Matters on which we are required to report
• the Strategic Report and the Directors’
by exception
Report have been prepared in accordance
with applicable legal requirements. We have nothing to report in respect
of the following matters in relation to
In the light of the knowledge and understanding
which the Companies Act 2006 requires
of the Company and its environment
us to report to you if, in our opinion:
obtained in the course of the audit, we have
not identiﬁed material misstatements in the • adequate accounting records have not been
Strategic Report or the Directors’ Report. kept, or returns adequate for our audit have not
been received by branches not visited by us; or
Directors’ Remuneration Report
• the ﬁnancial statements are not in agreement
Those aspects of the Directors’ Remuneration
with the accounting records and returns; or
Report which are required to be audited
have been prepared in accordance with • certain disclosures of directors’ remuneration
applicable legal requirements. speciﬁed by law are not made; or
• the part of the Directors' Remuneration
Corporate Governance Statement
Report to be audited is not in agreement with
We have reviewed the directors’ statement in
the accounting records and returns; or
relation to going concern, longer-term viability and
that part of the Corporate Governance Statement • we have not received all the information and
relating to the entity’s compliance with the explanations we require for our audit.
88
INDEPENDENT AUDITOR’S REPORT > CONTINUED
Responsibilities of Directors resulting from error and detecting irregularities
that result from fraud is inherently more difﬁcult
As explained more fully in the Directors’
than detecting those that result from error, as fraud
responsibilities statement, the Directors are
may involve collusion, deliberate concealment,
responsible for the preparation of the ﬁnancial
forgery or intentional misrepresentations. Also,
statements and for being satisﬁed that
the further removed non-compliance with laws
they give a true and fair view, and for such
and regulations is from events and transactions
internal control as the Directors determine
reﬂected in the ﬁnancial statements, the
is necessary to enable the preparation of
less likely we would become aware of it.
ﬁnancial statements that are free from material
misstatement, whether due to fraud or error.
Identifying and assessing potential risks arising
In preparing the ﬁnancial statements, the
from irregularities, including fraud
Directors are responsible for assessing the
The extent of the procedures undertaken
Company’s ability to continue as a going concern,
to identify and assess the risks of material
disclosing, as applicable, matters related to going
misstatement in respect of irregularities,
concern and using the going concern basis of
including fraud, included the following:
accounting unless the Directors either intend to
liquidate the Company or to cease operations, • We considered the nature of the industry and
or have no realistic alternative but to do so. sector the control environment, business
performance including remuneration policies
Auditor responsibilities for the audit of the and the Company’s own risk assessment that
ﬁnancial statements irregularities might occur as a result of fraud or error.
From our sector experience and through discussion
Our objectives are to obtain reasonable assurance
with the directors, we obtained an understanding
about whether the ﬁnancial statements as a
of the legal and regulatory frameworks applicable
whole are free from material misstatement,
to the Company focusing on laws and regulations
whether due to fraud or error, and to issue
that could reasonably be expected to have a direct
an auditor’s report that includes our opinion.
material effect on the ﬁnancial statements, such
Reasonable assurance is a high level of assurance
as provisions of the Companies Act 2006, the
but is not a guarantee that an audit conducted
FCA listing and DTR rules, the principles of the UK
in accordance with ISAs (UK) will always detect
Corporate Governance Code, industry practice
a material misstatement when it exists.
represented by the Statement of Recommended
Misstatements can arise from fraud or error
Practice: Financial Statements of Investment Trust
and are considered material if, individually or in
Companies and Venture Capital Trusts (“the SORP”)
aggregate, they could reasonably be expected to
and updated in February 2018 with consequential
inﬂuence the economic decisions of users taken
amendments and the applicable ﬁnancial reporting
on the basis of these ﬁnancial statements.
framework. We also considered the Company’s
qualiﬁcation as VCT under UK tax legislation.
A further description of our responsibilities for
the ﬁnancial statements is located on the FRC’s
• We enquired with the directors and
website at: www.frc.org.uk/auditorsresponsibilities.
management concerning the Company’s
This description forms part of our auditor’s report.
policies and procedures relating to:
Extent to which the audit was considered
– detecting, evaluating and complying with the
capable of detecting irregularities, including
laws and regulations and whether they were
fraud, are instances of non-compliance with
aware of any instances of non-compliance;
laws and regulations. We design procedures
– detecting and responding to the risks of
in line with our responsibilities, outlined
fraud and whether they had any knowledge
above, to detect material misstatements in
of actual or suspected fraud; and
respect of irregularities, including fraud.
– the internal controls established to mitigate
These audit procedures were designed to provide
risks related to fraud or non-compliance
reasonable assurance that the ﬁnancial statements
with laws and regulations.
were free from fraud or error. The risk of not
detecting a material misstatement due to fraud
is higher than the risk of not detecting one
89
INDEPENDENT AUDITOR’S REPORT > CONTINUED
• We assessed the susceptibility of the Company’s Other requirements
ﬁnancial statements to material misstatement,
We were appointed by the Directors on 1 February
including fraud and considered the fraud risk
2022. The period of total uninterrupted engagement
areas to the valuation of unquoted investments
including previous renewals and reappointments
and management override of controls.
of the ﬁrm is 2 years.
Our tests included, but were not limited to:
We did not provide any non-audit services which
– the procedures set up out in the key
are prohibited by the FRC’s Ethical Standard
audit matter section above.
to the Company, and we remain independent
of the Company in conducting our audit.
– obtaining independent evidence to
support the ownership of investments.
Use of our report
– recalculating management and
This report is made solely to the Company’s
administrations fees in total.
members, as a body, in accordance with Chapter
3 of Part 16 of the Companies Act 2006. Our audit
– obtaining independent conﬁrmation
work has been undertaken so that we might state
of bank balances.
to the Company’s members those matters we are
required to state to them in an auditor’s report and
Audit response to risks identiﬁed
for no other purpose. To the fullest extent permitted
In respect of the above procedures:
by law, we do not accept or assume responsibility
• audit procedures performed by the to anyone other than the Company and the
engagement team in connection with Company’s members as a body, for our audit work,
the risks identiﬁed included: for this report, or for the opinions we have formed.
As required by the Financial Conduct Authority
• reviewing ﬁnancial statement disclosures
(FCA) Disclosure Guidance and Transparency Rule
and testing to supporting documentation
(DTR) 4.1.14R, these ﬁnancial statements form part
to assess compliance with applicable laws
of the European Single Electronic Format (ESEF)
and regulations expected to have a direct
prepared Annual Financial Report ﬁled on the
impact on the ﬁnancial statements;
National Storage Mechanism of the UK FCA in
• testing journal entries, including those processed accordance with the ESEF Regulatory Technical
late for ﬁnancial statements preparation, those Standard ((‘ESEF RTS’). This auditor’s report
posted by infrequent or unexpected users, those provides no assurance over whether the annual
posted to unusual account combinations; ﬁnancial report has been prepared using the single
electronic format speciﬁed in the ESEF RTS.
• evaluating the business rationale of signiﬁcant
transactions outside the normal course of
business, and reviewing accounting estimates
Rakesh Shaunak FCA
for bias;
(Senior Statutory Auditor)
• enquiry of management around actual for and on behalf of MHA, Statutory Auditor
and potential litigation and claims; London, United Kingdom
• challenging the assumptions and judgements
15 June 2023
made by management in its signiﬁcant
accounting estimates, in particular those relating
to the determination of the investments valuation
in the key audit matter section of our report; and
• we communicated relevant laws and regulations
and potential fraud risks to all engagement team
members, including experts, and remained alert
to any indications of fraud or non-compliance
with laws and regulations throughout the audit.
90
91
# Income Statement

FOR THE YEAR ENDED 28 FEBRUARY 2023

|   | Note | Year ended 28 February 2023 |   |   | Year ended 28 February 2022  |   |   |
| --- | --- | --- | --- | --- | --- | --- | --- |
|   |   |  Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000  |
|  Gain on investments | 8 (b) | - | 5,151 | 5,151 | - | 12,189 | 12,189  |
|  Income | 2 | 200 | - | 200 | 52 | - | 52  |
|   |  | 200 | 5,151 | 5,351 | 52 | 12,189 | 12,241  |
|  Investment management fee | 3 | (366) | (1,097) | (1,463) | (175) | (525) | (700)  |
|  Performance fee | 3 | - | (673) | (673) | - | (1,897) | (1,897)  |
|  Other expenses | 4 | (511) | - | (511) | (340) | - | (340)  |
|   |  | (877) | (1,770) | (2,647) | (515) | (2,422) | (2,937)  |
|  Profit before tax |  | (677) | 3,381 | 2,704 | (463) | 9,767 | 9,304  |
|  Tax | 5 | - | - | - | - | - | -  |
|  Profit after tax |  | (677) | 3,381 | 2,704 | (463) | 9,767 | 9,304  |
|  Basic and diluted earnings per Ordinary Share (pence) | 6 | (1.28p) | 6.39p | 5.11p | (1.77p) | 37.48p | 35.71p  |

All items in the above statement derive from continuing operations.

There are no gains or losses other than those disclosed in the Income Statement.

The total column of this statement is the Statement of Total Comprehensive Income of the Company prepared in accordance with FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland". The supplementary revenue and capital columns are prepared in accordance with the Statement of Recommended Practice, "Financial Statements of Investment Trust Companies and Venture Capital Trusts" issued by the Association of Investment Companies.

There were no items of other comprehensive income during the year.

92
φ

# Balance Sheet

AS AT 28 FEBRUARY 2023

|   | Note | As at 28 February 2023 £'000 | As at 28 February 2022 £'000  |
| --- | --- | --- | --- |
|  **Fixed Assets** |  |  |   |
|  Investments | 8 | 58,544 | 41,228  |
|  **Current Assets** |  |  |   |
|  Debtors | 9 | 255 | 109  |
|  Cash and cash equivalents |  | 34,289 | 13,184  |
|   |  | 34,544 | 13,293  |
|  **Creditors - amounts falling due within one year** | 10 | (1,320) | (2,169)  |
|  **Net Current Assets** |  | 33,224 | 11,124  |
|  **Total Assets less Current Liabilities** |  | 91,768 | 52,352  |
|  **Net Assets** |  | 91,768 | 52,352  |
|  **Capital and Reserves** |  |  |   |
|  Called up share capital | 12 | 36 | 20  |
|  Share premium |  | 57,207 | 15,187  |
|  Capital reserve - realised |  | (2,269) | (2,216)  |
|  Capital reserve - unrealised |  | 19,420 | 15,989  |
|  Revenue reserve |  | 17,374 | 23,372  |
|  **Equity Shareholders' Fund** |  | 91,768 | 52,352  |
|  **Net Asset value per Ordinary Share** | 13 | 133.05p | 143.53p  |

The financial statements on pages 92 to 106 were approved and authorised for issue by the Board of Directors on 15 June 2023 and were signed on their behalf by:

**David Buchler** Chairman

93
# Statement of Cash Flows

FOR THE YEAR ENDED 28 FEBRUARY 2023

|   | Year ended 28 February 2023 | Year ended 28 February 2022  |
| --- | --- | --- |
|   | £'000 | £'000  |
|  **Reconciliation of profit before tax to net cash used in operating activities** |  |   |
|  Profit before tax | 2,704 | 9,304  |
|  (Gain) on investments | (5,151) | (12,189)  |
|  (Increase) in debtors | (146) | (44)  |
|  (Decrease) / Increase in creditors | (849) | 1,308  |
|  **Net cash (used in) operating activities** | **(3,442)** | **(1,621)**  |
|  **Cash flow from investing activities** |  |   |
|  Purchase of investments | (15,732) | (12,771)  |
|  Proceeds from disposal of investments | 3,567 | 5,067  |
|  **(Outflow) from investing activities** | **(12,165)** | **(7,704)**  |
|  **Cash flow from financing activities** |  |   |
|  Proceeds received from issue of ordinary share capital | 42,683 | 22,388  |
|  Expense paid for issue of share capital | (647) | (427)  |
|  Shares cancelled in year | - | (17)  |
|  Dividends paid to shareholders | (5,324) | (1,831)  |
|  **Inflow from financing activities** | **36,712** | **20,113**  |
|  **Net increase in cash and cash equivalents** | **21,105** | **10,788**  |
|  Cash and cash equivalents at the beginning of the year | 13,184 | 2,396  |
|  **Cash and cash equivalents at the end of the year** | **34,289** | **13,184**  |

94
## Statement of Changes in Equity
FOR THE YEAR ENDED 28 FEBRUARY 2023

| Called up |  |  | Share | Capital |  | Capital |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | share | premium |  | reserve - |  | reserve - | Revenue |  |  |
|  | capital | account |  | realised | unrealised |  | reserve |  | Total |
|  | £’000 |  | £’000 | £’000 |  | £’000 |  | £’000 | £’000 |

Balance as at 1 March 2021 11 17,736 (1,695) 7,533 (649) 22,936
Comprehensive income for the year
Proﬁt after tax - - (1,825) 11,591 (463) 9,303
Total comprehensive income for the year - - (1,825) 11,591 (463) 9,303
Transactions with owners, recognised directly in equity
Dividends paid - - (1,831) - - (1,831)
Issue of shares 9 22,379 - - - 22,388
Share issue cost - (427) - - - (427)
Cancellation of share premium - (24,501) - - 24,501 -
Repurchase of own shares - - - - (17) (17)
Total transactions with owners, recognised
9 (2,549) (1,831) - 24,484 20,113
directly in equity
Other movements
Prior year ﬁxed asset gains now realised - - 3,135 (3,135) - -
Total other movements - - 3,135 (3,135) - -
Balance as at 28 February 2022 20 15,187 (2,216) 15,989 23,372 52,352
Comprehensive income for the year:
Proﬁt after tax - - (1,751) 5,129 (674) 2,704
Total comprehensive income for the year - - (1,751) 5,129 (674) 2,704
Transactions with owners, recognised directly in equity
Dividends paid - - - - (5,324) (5,324)
Issue of shares 16 42,667 - - - 42,683
Share issue cost - (647) - - - (647)
Total transactions with owners, recognised
16 42,020 - - (5,324) 36,712
directly in equity
Other movements
Prior year ﬁxed asset gains now realised - - 1,698 (1,698) - -
Total other movements - - 1,698 (1,698) - -
Balance as at 28 February 2023 36 57,207 (2,269) 19,420 17,374 91,768
Included in these reserves is an amount of £15.1 million (2022: £21.2 million) which is considered to be distributable to shareholders.
e Capital reserve – realised includes gains/losses that have been realised in the year due to the sale of investments, net of related costs.
Capital reserve – unrealised represents the investment holding gains/losses and shows the gains/losses on investments still held by the
Company not yet realised by an asset sale. Share premium represents premium on shares issued less issue costs. Revenue reserve
represents the cumulative revenue earned less cumulative distributions. Share premium cancellation represents amounts approved by
the High Court of Justice to be cancelled to create a pool of distributable reserves as approved by shareholders at the 2022 AGM.
95
## Notes to the Financial Statements
FOR THE YEAR ENDED 28 FEBRUARY 2023
Cash and cash equivalents
## . Accounting policies
Cash, for the purposes of the cash ﬂow statement,
Accounting convention comprises cash at bank. Cash equivalents are
Puma VCT 13 plc (“the Company”) was incorporated current asset investments which are disposable
in England on 15 September 2016 and is registered without curtailing or disrupting the business and
and domiciled in England and Wales. The Company’s are either readily convertible into known amounts
registered number is 10376236. The registered ofﬁce is of cash at or close to their carrying values. Interest
Cassini House, 57 St James’s Street, London SW1A 1LD. earned on cash balances is recorded as income.
The Company is a public limited company (limited
by shares) whose shares are listed on LSE with a Investments
premium listing. The Company’s principal activities All investments are measured at fair value
and a description of the nature of the Company’s through proﬁt and loss. They are held as
operations are disclosed in the Strategic Report. part of the Company’s investment portfolio
and are managed in accordance with the
The ﬁnancial statements have been prepared
investment policy set out on page 71.
under the historical cost convention, modiﬁed to
include investments at fair value, and in accordance Listed investments are recognised at fair value
with the requirements of the Companies Act which is the bid price at the reporting date.
2006, including the provisions of the Large and
Unquoted investments are stated at fair
Medium-sized Companies and Groups (Accounts
value by the Directors with reference to the
and Reports) Regulations 2008 and with FRS 102
International Private Equity and Venture Capital
“The Financial Reporting Standard applicable in
Valuation (“IPEV”) Guidelines as follows:
the UK and Republic of Ireland” (“FRS 102”) and the
Statement of Recommended Practice, “Financial
• Investments which have been made within
Statements of Investment Trust Companies and
the last 12 months or where the investee
Venture Capital Trusts” issued in October 2019 by
company is in the early stage of development
the Association of Investment Companies (“the
will usually be valued at either the price of recent
SORP”). Monetary amounts in these ﬁnancial
investment or cost as the closest approximation
statements are rounded to the nearest whole
to fair value, except where the company’s
£1,000, except where otherwise indicated.
performance against plan is signiﬁcantly
different from expectations on which the
Going concern
investment was made, in which case a different
The Directors have considered a period of 12 months valuation methodology will be adopted.
from the date of this report for the purposes of
• For investments that have been held for longer
determining the Company’s going concern status,
than 12 months, methods of valuation such as
which has been assessed in accordance with the
earnings or revenue-based multiples or Net Asset
guidance issued by the Financial Reporting Council.
Value may be used to arrive at the fair value.
The Directors have a reasonable expectation that
the Company has adequate resources to continue • Investments in debt instruments are held at
in operational existence for the foreseeable future amortised cost and accrue interest at the rate
and believe that it is appropriate to continue to agreed within the Investment Agreement.
apply the going concern basis in preparing the Interest is shown separately within debtors.
ﬁnancial statements. This is appropriate as the
• Realised gains and losses on the disposal of
Company’s listed shares are held for liquidity
investments are ﬁrst recognised in the proﬁt
purposes and will be sold as and when required
and loss and subsequently taken to realised
to ensure the Company has adequate cash
capital reserves.
reserves to meet the Company’s running costs.
96
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
• Unrealised gains and losses on the revaluation audited annual accounts for that period) is now
of investments are ﬁrst recognised in the proﬁt subject to the Performance Value per share being
and loss and subsequently taken to unrealised at least 110p at the end of the relevant period.
capital reserves. Performance Value per Share is calculated as
the total of the Net Asset Value, the performance
• In preparation of the valuations of assets the
incentive fees previously paid or accrued by the
Directors are required to make judgements and
Company for all previous accounting periods and
estimates that are reasonable and incorporate their
the cumulative amount of dividends paid by the
knowledge of the performance of the portfolio
Company before the relevant accounting reference
companies. A key judgement made in applying
date, with the aggregate amount of these divided
the above accounting policy relates to impairment
by the number of Ordinary Shares in issue in the
of the investments. Valuations are based upon
Company on the relevant date (excluding the
ﬁnancial information received from the underlying
Performance Incentive Shares).
investee companies, together with the extensive
knowledge and expertise of the team who work The amount of the performance incentive fee
closely with the investee companies; a fair value is will be equal to 20% of the amount by which
reached using appropriate valuation techniques the Performance Value per Share at the end of
consistent with the IPEV guidelines. Any deviations an accounting period exceeds the High Water
in expectations of performance of the underlying Mark (being the higher of 110p and the highest
companies are captured within the information Performance Value per Share at the end of any
received and, as such, reﬂected in the fair value. previous accounting period), multiplied by the
number of relevant Ordinary Shares in issue at
• Impairment of debt instruments is considered
the end of the relevant period (excluding any
when arriving at the valuations for equity
Performance Incentive Shares). That amount will
shareholders. Loan notes are deducted from
be allocated, at the discretion of the Investment
the overall enterprise value before distributing in
Manager, between the Investment Manager itself
line with the appropriate waterfall arrangements
and the management team.
between equity shareholders. If the enterprise
value is greater than the debt instrument, the At each Balance Sheet date, the Company accrues
loan note is not considered to be impaired. for any performance fee payable based on the
calculation set out above.
Income
Expenses
Dividends receivable on listed equity shares are
brought into account on the ex-dividend date. All expenses (inclusive of VAT) are accounted
Dividends receivable on unquoted equity shares for on an accruals basis. Expenses are charged
are brought into account when the Company’s wholly to revenue, with the exception of:
right to receive payment is established and
• expenses incidental to the acquisition or disposal
there is no reasonable doubt that payment will
of an investment charged to capital; and
be received. Interest receivable is recognised
wholly as a revenue item on an accruals basis. • the investment management fee, 75% of which
has been charged to capital to reﬂect an element
Performance fees which is, in the Directors’ opinion, attributable to
As approved at the General Meeting in the the maintenance or enhancement of the value of
year, performance fee arrangements for Puma the Company’s investments in accordance with the
Investments and members of the investment Board’s expected long-term split of return; and
management team have been amended. The
• the performance fee, which is allocated
performance incentive fee payable in relation to
proportionally to revenue and capital based on the
each accounting period (as determined from the
respective contributions to the net asset value.
97
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
Taxation Key accounting estimates and assumptions
Corporation tax is applied to proﬁts chargeable The Company makes estimates and assumptions
to corporation tax, if any, at the applicable rate concerning the future. The resulting accounting
for the year. The tax effect of different items of estimates and assumptions will, by deﬁnition, seldom
income/gain and expenditure/loss is allocated equal the related actual results. The estimates and
between capital and revenue return on the assumptions that have a signiﬁcant risk of causing a
marginal basis as recommended by the SORP. material adjustment to the carrying amounts of assets
within the next ﬁnancial year relate to the fair value
Deferred tax is recognised in respect of all timing
of unquoted investments. Unquoted investments
differences that have originated but not reversed at the
are stated at fair value at each measurement date in
Balance Sheet date, where transactions or events that
accordance with the appropriate valuation techniques
result in an obligation to pay more, or right to pay less,
consistent with the IPEV guidelines outlined in
tax in the future have occurred at the Balance Sheet
the Investments section in note 1 to the ﬁnancial
date. This is subject to deferred tax assets only being
statements above. Valuations are based upon
recognised if it is considered more likely than not that
ﬁnancial information received from the underlying
there will be suitable taxable proﬁts from which the
investee companies, together with the extensive
future reversal of the underlying timing differences
knowledge and expertise of the team who work
can be deducted. Timing differences are differences
closely with the investee companies. Any deviations
arising between the Company’s taxable proﬁts and
in expectations of performance of the underlying
its results as stated in the ﬁnancial statements which
companies are captured within the information
are capable of reversal in one or more subsequent
received and, as such, reﬂected in the fair value.
periods. Deferred tax is measured on a non-discounted
basis at the tax rates that are expected to apply in Further details of the unquoted investments
the periods in which timing differences are expected are disclosed in the Investment Manager’s Report
to reverse, based on tax rates and laws enacted or on pages 6-61 and notes 8 and 14 to the
substantively enacted at the Balance Sheet date. ﬁnancial statements.
Reserves
## . Income
Realised losses and gains on investments, transaction
costs, the capital element of the investment

| management fee, performance fee and taxation | Year ended |  | Year ended |  |
| --- | --- | --- | --- | --- |
| are taken through the Income Statement and | 28 February |  | 28 February |  |
|  |  | 2023 |  | 2022 |

recognised in Capital reserve – realised on the Balance
Sheet. Unrealised losses and gains on investments £’000 £’000
are also taken through the Income Statement and
Income from investments
are recognised in Capital reserve – unrealised.
Qualifying interest income 147 20
Dividends received 53 32
Debtors
200 52
Debtors include other debtors and accrued income.
These are initially recorded at the transaction price
and subsequently measured at amortised cost, being
the transaction price less any amounts settled.
## . Investment management
Creditors
## and performance fees
Creditors are initially measured at the transaction
price and subsequently measured at amortised cost,
Year ended Year ended
being the transaction price less any amounts settled.
28 February 28 February
2023 2022
Dividends
£’000 £’000
Final dividends payable are recognised as distributions
Puma Investments fees 1,463 700
in the ﬁnancial statements when the Company’s
Performance fees (see note 11) 673 1,897
liability to make payment has been established. The
liability is established when the dividends proposed 2,136 2,597
by the Board are approved by the Shareholders.
Interim dividends are recognised when paid.
98
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
Puma Investment Management Limited (“Puma Auditor’s fees of £59,400 (2022: £45,000) have
Investments”) has been appointed as the been grossed up in the table above to be inclusive
Investment Manager of the Company for an initial of VAT. No non-audit services were provided by
period of ﬁve years, which can be terminated by the Company’s auditor in the year (2022: £nil).
not less than 12 months’ notice, given at any time
Other expenses are made up of several
by either party, on or after the ﬁfth anniversary.
smaller items, the largest being fees paid
The Board is satisﬁed with the performance of
by the Company for registrar services.
the Investment Manager. Under the terms of this
agreement Puma Investments will be paid an
annual fee of 2% of the Net Asset Value payable
## . Tax
quarterly in arrears calculated on the relevant
quarter end NAV of the Company. These fees
commenced on 19 March 2018 (the date of the Year ended Year ended
28 February 28 February
ﬁrst share allotment). These fees are capped, the
2023 2022
Investment Manager having agreed to reduce
£’000 £’000
its fee (if necessary to nothing) to contain total
annual costs (excluding performance fee and trail UK corporation tax
commission) to 3.5% of the Company’s net assets. charged to revenue
reserve - -
Total costs this year were 2.2% of the Company’s
net assets as at 28 February 2023 (2022: 2.0%). UK corporation tax
charged to capital
In addition to the Investment Manager fees reserve - -
disclosed above, during the year, Puma Investment
UK corporation tax
Management Limited charged fees of £375,197 charge for the period - -
(2022: £315,634) as commission for share issue costs.
Factors affecting tax
charge for the period
Proﬁt before taxation 2,704 9,304
## . Other expenses Tax charge calculated
on proﬁt before
taxation at the
Year ended Year ended applicable rate of 19% 514 1,768
28 February 28 February
Gains on investments (979) (2,316)
2023 2022
Tax losses carried 465 548
£’000 £’000
forward
PI Administration 256 120
- -
Services fees
Directors’ remuneration 61 61
Social security costs 4 8
Capital returns are not taxable as the Company

| Auditor’s remuneration | 68 54 |  |
| --- | --- | --- |
| for statutory audit |  | is exempt from tax on realised capital gains |
| Other expenses 122 97 |  | while it continues to comply with the VCT |

regulations, so no corporation tax is recognised
511 340
on capital gains or losses. Due to the intention
to continue to comply with the VCT regulations,
Puma Investments provides accounting and the Company has not provided for deferred
administrative services to VCT 13, payable quarterly tax on any realised or unrealised capital gains
in advance. The fee is calculated as 0.35% of VCT and losses. No deferred tax asset has been
13’s NAV, using the latest published NAV and the recognised in respect of the tax losses carried
number of shares in issue at each quarter end. forward due to the uncertainty as to recovery.
Directors’ fees paid in the year are disclosed in
the Directors’ Remuneration Report on page 78.
The Company has no employees other than
non-executive Directors (2022: none). The average
number of non-executive Directors during the
year was 3 (2022: 3).
99
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
## 6. Basic and diluted profit/(loss) per Ordinary Share
Year ended 28 February 2023

|  | Revenue |  | Capital | Total |
| --- | --- | --- | --- | --- |
|  |  | £’000 | £’000 | £’000 |
| Proﬁt for the year |  | (677) 3,381 2,704 |  |  |
| Weighted average number of shares in issue for the year | 56,842,635 56,842,635 56,842,635 |  |  |  |

Less: weighted average number of management
incentive shares (see note 11) (3,895,834) (3,895,834) (3,895,834)
Weighted average number of shares for
purposes of proﬁt/(loss) per share calculations 52,946,801 52,946,801 52,946,801
(Loss)/ proﬁt per share (1.28)p 6.39p 5.11p
Year ended 28 February 2022

|  | Revenue |  | Capital | Total |
| --- | --- | --- | --- | --- |
|  |  | £’000 | £’000 | £’000 |
| Proﬁt for the year |  | (463) 9,767 9,304 |  |  |
| Weighted average number of shares in issue for the year | 29,951,765 29,951,765 29,951,765 |  |  |  |

Less: weighted average number of management
incentive shares (see note 11) (3,895,834) (3,895,834) (3,895,834)
Weighted average number of shares for
purposes of proﬁt/(loss) per share calculations 26,055,931 26,055,931 26,055,931
(Loss)/ proﬁt per share (1.77)p 37.48p 35.71p
## . Dividends
During the year, an interim dividend of 4.5p per Ordinary Share was paid from Capital
reserves – realised in relation to the year ended 28 February 2022. The dividend was paid
on 24 March 2022 totalling £2.0 million. The Directors declared an interim dividend of 5.5p
per Ordinary Share in relation to the year ended 28 February 2023; the dividend was paid
on 16 December 2022 totalling £3.3 million.
100
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
## 8. Investments

|  | Qualifying venture |  |  | Non-qualifying |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  | capital investments |  |  |  | investments |  | Total |
| (a) Movements in investments |  | £’000 |  |  |  | £’000 | £’000 |
| Book cost at 1 March 2022 |  | 23,793 1,445 25,238 |  |  |  |  |  |
| Net unrealised gains at 1 March 2022 |  | 15,906 83 15,989 |  |  |  |  |  |
| Valuation at 1 March 2022 |  | 39,699 1,528 41,227 |  |  |  |  |  |
| Purchases at cost |  | 15,732 - 15,732 |  |  |  |  |  |
| Proceeds from disposal of investments |  | (3,567) - (3,567) |  |  |  |  |  |
| Realised gains on disposals |  |  | 19 - 19 |  |  |  |  |
| Net unrealised gains / (losses) |  | 5,216 (83) 5,133 |  |  |  |  |  |
| Valuation at 28 February 2023 |  | 57,099 1,445 58,544 |  |  |  |  |  |
| Book cost at 28 February 2023 |  | 37,675 1,465 39,140 |  |  |  |  |  |
| Net unrealised gains at 28 February 2023 |  | 19,424 (20) 19,404 |  |  |  |  |  |
| Valuation at 28 February 2023 |  | 57,099 1,445 58,544 |  |  |  |  |  |


|  | Year ended 28 |  |  | Year ended 28 |  |
| --- | --- | --- | --- | --- | --- |
|  | February 2023 |  |  | February 2022 |  |
| (b) Gains/(losses) on investments |  | £’000 |  |  | £’000 |
| Realised gains in the period |  |  | 19 597 |  |  |
| Unrealised gains in the period |  | 5,132 11,592 |  |  |  |

5,151 12,189
The Company received £3.6 million (2022: £5.1 million) from investments sold in the
year. The book cost of these investments when they were purchased was £1.8 million
(2022: £1.3 million). The Company’s investments are revalued each year, so until they are
sold any unrealised gains or losses are included in the fair value of the investments.

|  | Market value as at |  | Market value as at |  |
| --- | --- | --- | --- | --- |
|  | 28 February 2023 |  | 28 February 2022 |  |
| (c) Quoted and unquoted investments |  | £’000 |  | £’000 |
| Quoted investments |  | 1,445 1,529 |  |  |
| Unquoted investments |  | 57,099 39,699 |  |  |

58,544 41,228
Further details of these investments (including the unrealised gains in the year) are
disclosed in the Chairman’s Statement, Investment Manager’s Report, Investment
Portfolio Summary and Signiﬁcant Investments on pages 2 to 69 of the Annual Report.
101
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
## . Debtors . Management performance
## incentive arrangement

|  | As at |  | As at |  |
| --- | --- | --- | --- | --- |
| 28 February |  | 28 February |  | On 8 December 2016, the Company entered into |
|  | 2023 |  | 2022 | an agreement with the Investment Manager and |
| £’000 £’000 |  |  |  | members of the investment management team |

(together “the Management Team”) such that the
Other debtors 120 90
Management Team will be entitled in aggregate
Accrued income 135 19
to share in 20 per cent of the aggregate excess on
225 109
any amounts realised by the Company in excess
of £1.05 per Ordinary Share (“the Performance
Target”). This agreement was amended by a deed
of variation on 28 June 2018 to extend the terms
of this arrangement so as to cover the offers for
## . Current liabilities
subscription that were launched in 2017 and 2018.
## – creditors
Following approval by shareholders on 18
November 2020, this agreement was amended
As at As at by a deed of variation. Under the amended
28 February 28 February
agreement, the Investment Manager and members
2023 2022
of the Management Team will be entitled to a
£’000 £’000
performance incentive fee (“PIF”) in relation to
Accruals 1,307 2,156 each accounting period as determined from the
Redeemable preference audited annual accounts for that period, subject
13 13
shares
to the Performance Value per Share being at
1,320 2,169
least 110p at the end of the relevant period. The
Performance Value per Share is calculated as the
total of the Net Asset Value, the performance
Included within accruals is a provision for
incentive fees previously paid or accrued by the
performance fee for £637,000. Performance
Company for all previous accounting periods, and
fees paid in the year totalled £1,897,000.
the cumulative amount of dividends paid by the
Further information can be found in note 11.
Company before the relevant accounting reference

| Redeemable preference shares were issued for | date, with the aggregate amount of these divided |
| --- | --- |
| total consideration of £12,500 to Puma Investment | by the number of Ordinary Shares in issue in the |
| Management Limited, being one quarter paid | Company on the relevant date (excluding the |
| up, so as to enable the Company to obtain a | Performance Incentive Shares – see below). |

certiﬁcate under s761 of the Companies Act 2006.
The amount of the PIF will be equal to 20% of the

| Each of the redeemable preference shares carries | amount by which the Performance Value per |
| --- | --- |
| the right to a ﬁxed, cumulative, preferential | Share at the end of an accounting period exceeds |
| dividend of 0.1% per annum (exclusive of any | the High Water Mark (being the higher of 110p |
| imputed tax credit available to shareholders) on | and the highest Performance Value per Share |
| the nominal amount thereof but confers no right | at the end of any previous accounting period), |
| to vote except as otherwise agreed by the holders | multiplied by the number of relevant Ordinary |
| of a majority of the shares. On a winding-up, the | Shares in issue at the end of the relevant period |
| redeemable preference shares confer the right | (excluding any Performance Incentive Shares). That |
| to be paid the nominal amount paid on such | amount will be allocated, at the discretion of the |
| shares. The redeemable preference shares are | Investment Manager, between the Investment |
| redeemable at par at any time by the Company | Manager itself and the Management Team. |

and by the holder. Each redeemable preference
Under the original 2016 performance incentive
share which is redeemed, shall thereafter be
arrangement (set out above) 3,895,834 Ordinary
cancelled without further resolution or consent.
Shares are held by the Investment Manager and
members of the Management Team (“Performance
Incentive Shares”). Under the terms of that incentive
102
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
arrangement, all rights to dividends are waived except that amounts payable under the PIF
will, where possible, be paid as a dividend through these Performance Incentive Shares.
Upon review of the operation of the current PIF arrangements, and following consultation
with the Board and the Company’s sponsor, the Company is proposing to put forth, for
shareholder approval, an amended methodology for calculating the PIF for the accounting
period beginning 1 March 2022 (with retrospective effect) and subsequent accounting
periods at a General Meeting to be held on or around the date of the Company’s 2023
AGM. Under this amended methodology, a provision for the PIF of £637,000 has been
included in the February 2023 year-end accounts. A circular setting out the details of the
proposed changes will be distributed to shareholders in advance of the General Meeting.
## . Called-up share capital

|  | As at |  | As at |  | As at |  | As at |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 28 February |  | 28 February |  | 28 February |  | 28 February |  |
|  | 2023 |  | 2022 |  | 2023 |  | 2022 |
|  |  |  |  | Number of |  | Number of |  |
|  | £’000 £’000 |  |  |  | shares |  | shares |

Allotted, called up and fully paid:
Ordinary shares of 0.05p each 36 20 72,868,008 40,369,963
Alloted, called up and partly paid:
Redeemable preference shares of £1 each 13 13 50,000 50,000
During the year, 32,498,045 shares were issued at an average price of 131.34p per share
(2022: 18,251,319 shares were issued at an average price of 122.66p per share). The consideration
received for these shares was £42.7 million (2022: £22.4 million).
The rights attached to the Ordinary Shares can be found within the Corporate Governance
Statement on page 83. The rights attached to the Preference Shares can be found
within note 10.
## . Net Asset Value per Ordinary Share

|  |  | As at |  | As at |
| --- | --- | --- | --- | --- |
|  | 28 February 2023 |  | 28 February 2022 |  |
| Net assets |  | 91,768,000 52,352,000 |  |  |

Number of shares in issue 72,868,008 40,369,963
Less: management incentive shares (see note 11) (3,895,834) (3,895,834)
Number of shares in issue for purposes of Net Asset
Value per share calculation 68,972,174 36,474,129
Net Asset Value per share
Basic 133.05p 143.53p
103
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED

| . Financial instruments |  | As at |  | As at |
| --- | --- | --- | --- | --- |
|  | 28 February |  | 28 February |  |
| The Company’s ﬁnancial instruments comprise |  | 2023 |  | 2022 |
| its investments, cash balances, debtors and |  | £’000 £’000 |  |  |

certain creditors. The fair value of all the
Cash at bank and in hand 34,289 13,184
Company’s ﬁnancial assets and liabilities
Interest, dividends and
is represented by the carrying value in the
other receivables 255 109
Balance Sheet. Excluding cash balances, the
Company held the following categories of Investment in loan notes 1,581 2,481
ﬁnancial instruments at 28 February 2023: 36,125 15,774

|  | As at |  | As at |  |
| --- | --- | --- | --- | --- |
| 28 February |  | 28 February |  | Credit risk arising on the sale of investments is |
|  | 2023 |  | 2022 |  |

considered to be small due to the short settlement
£’000 £’000 and the contracted agreements in place with the
settlement lawyers. The cash held by the Company
Financial assets at fair value
at the year-end is held in RBS. Bankruptcy or
through proﬁt or loss 56,963 38,747
insolvency of the bank may cause the Company’s
Financial assets measured
rights with respect to the receipt of cash held to
at amortised cost 1,836 2,591
be delayed or limited. The Board monitors the
Financial liabilities measured
Company’s risk by reviewing regularly the ﬁnancial
at amortised cost (1,320) (2,169)
position of the bank and should the credit quality
57,479 39,169
of RBS deteriorate signiﬁcantly, the Investment
Manager will, on instruction of the Board, move
the cash holdings to another bank.
Management of risk
Credit risk associated with interest, dividends and
The main risks the Company faces from its
other receivables are predominantly covered by
ﬁnancial instruments are market price risk, being
the investment management procedures. Other
the risk that the value of investment holdings
receivables as at 28 February 2023 was mainly cash
will ﬂuctuate as a result of changes in market
held by the Company’s brokers, that is subject to
prices caused by factors other than interest rate
reviews consistent with the banks noted above.
or currency movements, liquidity risk, credit
risk and interest rate risk. The Board regularly Investments in loans and loan notes comprises a
reviews and agrees policies for managing fundamental part of the Company’s venture capital
each of these risks. The Board’s policies for investments, therefore credit risk in respect of these
managing these risks are summarised below assets is managed within the Company’s main
and have been applied throughout the year. investment procedures.
Credit risk Market price risk
Credit risk is the risk that the counterparty to Market price risk arises mainly from uncertainty
a ﬁnancial instrument will fail to discharge an about future prices of ﬁnancial instruments held by
obligation or commitment that it has entered the Company. It represents the potential loss the
into with the Company. The Investment Company might suffer through holding investments
Manager monitors counterparty risk on an in the face of price movements. The Investment
ongoing basis. The Company’s maximum Manager actively monitors market prices and reports
exposure to credit risk is as follows: to the Board, which meets regularly in order to
consider investment strategy.
The Company’s views on the economic environment,
which also impacts market price risk, are discussed
in the Investment Manager’s Report on page 6. The
Company’s strategy on the management of market
price risk is driven by the Company’s investment
policy as outlined in the Strategic Report on page 71.
104
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED

The management of market price risk is part of the investment management process. The portfolio is managed with an awareness of the effects of adverse price movements through detailed and continuing analysis, with an objective of maximising overall returns to shareholders.

Holdings in unquoted investments may pose higher price risk than quoted investments. Some of that risk can be mitigated by close involvement with the management of the investee companies along with review of their trading results.

98% (2022: 96%) of the Company's investments are unquoted investments held at fair value. 91% of the portfolio (57% of net assets) is valued using the application of earnings/evenue-based multiples. An increase in the multiple used by 20% would increase the Net Asset Value by 6.1% (£97.4m). Conversely, a decrease in the multiple used by 20% would decrease the Net Asset Value by 6.6% (£85.7m). The 20% sensitivity used provides the most meaningful impact of average multiple changes across the portfolio.

#### Liquidity risk

Details of the Company's unquoted investments are provided in the Investment Portfolio Summary on page 64. By their nature, unquoted investments may not be readily realisable and the Board considers exit strategies for these investments throughout the

period for which they are held. As at the year-end, the Company had no borrowings.

The Company's liquidity risk associated with investments is managed on an ongoing basis by the Investment Manager in conjunction with the Directors and in accordance with policies and procedures in place as described in the Strategic Report and the Directors' Report. The Company's overall liquidity risks are monitored on a quarterly basis by the Board. The Company maintains access to sufficient cash resources to pay accounts payable and accrued expenses.

#### Fair value interest rate risk

The benchmark that determines the interest paid or received on the current account is the Bank of England base rate, which was 4% at 28 February 2023 (2022: 0.5%).

#### Cash flow interest rate risk

The Company has exposure to interest rate movements primarily through its cash deposits which track the Bank of England base rate.

#### Interest rate risk profile of financial assets

The following analysis sets out the interest rate risk of the Company's financial assets as at 28 February 2023.

|   | Rate status | Average interest rate | Period until maturity | Total £'000  |
| --- | --- | --- | --- | --- |
|  Cash at bank - RBS | Floating | 0.00% | - | 34,289  |
|  Loan and loan notes | Fixed | 10.00% | 51 months | 1,581  |
|  Balance of assets | Non-interest bearing |  | - | 57,218  |
|   |  |  |  | 93,088  |

The following analysis sets out the interest rate risk of the Company's financial assets as at 28 February 2022.

|   | Rate status | Average interest rate | Period until maturity | Total £'000  |
| --- | --- | --- | --- | --- |
|  Cash at bank - RBS | Floating | 0.00% | - | 13,184  |
|  Loan and loan notes | Fixed | 0.00% | - | 2,481  |
|  Balance of assets | Non-interest bearing |  | - | 38,857  |
|   |  |  |  | 54,522  |

105
NOTES TO THE FINANCIAL STATEMENTS > CONTINUED
Foreign currency risk The Company must have an amount of capital, at
least 80% (as measured under the tax legislation)
The Company’s functional and presentation
of which must be, and remain, invested in the
currency is Sterling. The Company has not held
relatively high risk asset class of small UK companies
any non-Sterling investments during the year.
within three years of that capital being subscribed.
Fair value hierarchy
The Company accordingly has limited scope
Financial assets and liabilities measured at fair to manage its capital structure in the light of
value are disclosed using a fair value hierarchy changes in economic conditions and the risk
that reﬂects the signiﬁcance of the inputs used in characteristics of the underlying assets. Subject
making the fair value measurements, as follows: to this overall constraint upon changing the
capital structure, the Company may adjust
• Level 1 – Fair value is measured using
the amount of dividends paid to shareholders,
the unadjusted quoted price in an
issue new shares or sell assets to maintain a
active market for identical assets.
level of liquidity to remain a going concern.
• Level 2 – Fair value is measured using
The Board has the opportunity to consider
inputs other than quoted prices that
levels of gearing, however there are no current
are observable using market data.
plans to do so. It regards the net assets of the
• Level 3 – Fair value is measured Company as the Company’s capital, as the
using unobservable inputs. level of liabilities is small, and the management
of those liabilities is not directly related to
Fair values have been measured at the
managing the return to shareholders.
end of the reporting year as follows:
## 2023 2022 . Contingencies, guarantees
£’000 £’000
## and financial commitments
Level 1
1,445 1,529 There were no commitments, contingencies
Investments listed on LSE
or guarantees of the Company at the year-end
Level 3
57,099 39,699 (2022: none).
Unquoted investments
58,544 41,228
## . Related party disclosures

| The Level 3 investments have been valued in | The Company has delegated the investment |
| --- | --- |
| line with the Company’s accounting policies | management of the portfolio to Puma Investment |
| and IPEV guidelines. This comprises both | Management Limited and administration services |
| loan and equity instruments, which are | to PI Administration Services Limited. Further |
| considered to be one instrument due to their | details of the transactions with these entities |
| being bound together when assessing the | are disclosed in the Directors’ Report on pages |
| portfolio’s returns to the shareholders. | 75 and in note 3 of the ﬁnancial statements. |
| Further details of these investments are | Transactions with Key Management Personnel |
| provided in the Signiﬁcant Investments section | are disclosed within the Directors’ Report from |
| of the Annual Report on pages 65 to 69. | pages 74 to 77. |


| . Capital management | . Post Balance Sheet events |
| --- | --- |
| The Company’s objectives when managing | Post year-end, a further 16,318,972 Ordinary |
| capital are to safeguard the Company’s | Shares have been issued for cash consideration |
| ability to continue as a going concern, so | of £22.3 million. |

that it can provide an adequate return to
shareholders by allocating its capital to assets
commensurate with the level of risk.
106
107
# Notice of Annual General Meeting

## Puma VCT 13 plc

(THE "COMPANY")

Notice is hereby given that the Annual General Meeting of the Company will be held at Cassini House, 57 St James's Street, London, SW1A 1LD on 27 July 2023 at 4.30 pm.

The purpose of the Annual General Meeting is to consider and, if thought fit, pass the following resolutions, of which resolutions 1-8 are proposed as Ordinary Resolutions and 9-11 as Special Resolutions

### Ordinary Resolutions

1. To receive and adopt the Accounts for the financial year ended 28 February 2023, together with the reports of the Directors and Auditors thereon.
2. To re-elect David Buchler as a director who retires in accordance with the UK Corporate Governance Code and, being eligible, offers himself for re-election.
3. To re-elect Stephen Hazell-Smith as a director who retires in accordance with the UK Corporate Governance Code and, being eligible, offers himself for re-election.
4. To re-elect Graham Shore as a director who retires pursuant to listing rules of the Financial Conduct Authority and, being eligible, offers himself for re-election.
5. To re-appoint MHA as Auditors of the Company and to authorise the Directors to determine their remuneration.
6. To approve the policy set out in the Remuneration Report in the Annual Report and Accounts 2023.
7. To approve the implementation report set out in the Remuneration Report in the Annual Report and Accounts 2023.
8. That, in addition to existing authorities, the Directors be and hereby are generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 ("CA 2006") to exercise all the powers of the Company to allot ordinary shares of £0.0005 each in the Company ("Shares") up to an aggregate nominal amount of £50,000, 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 in general meeting).

### Special Resolutions

9. To authorise the Company generally and unconditionally to make one or more market purchases (within the meaning of section 693(4) of CA 2006) of Shares provided that:
9.1 the maximum aggregate number of Shares that is purchased is 13,369,128;

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NOTICE OF ANNUAL GENERAL MEETING > CONTINUED

9.2 the minimum price paid for a Share is £0.0005;
9.3 the maximum price paid for a Share (exclusive of expenses) is the higher of:
(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 Official List of the London Stock Exchange for the five business days immediately preceding the day on which that Share is purchased; and
(ii) an amount equal to the value of a Share calculated on the basis of the higher of the price quoted for:
(a) the last independent trade of; and
(b) the highest current independent bid for,
a Share as derived from the London Stock Exchange Trading System;
9.4 the Company may validly make a contract to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may validly make a purchase of Shares in pursuance of any such contract; and
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 27 October 2024, 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 2006) to allot or make offers or agreements to allot equity securities (as defined in section 560(1) of CA 2006) for cash pursuant to the authority referred to in resolution 8 above as if section 561 of CA 2006 did not apply to any such allotment, such power to expire 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 allotment of equity securities:
10.1 in connection with any offer for subscription;
10.2 in connection with 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** Company Secretary | **Registered Office:** Cassini House 57 St James's Street London SW1A 1LD  |
| --- | --- |
|  Dated: 15 June 2023 |   |

Information regarding the Annual General Meeting, including the information required by section 311A of the CA 2006, is available from: www.pumainvestments.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.

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NOTICE OF ANNUAL GENERAL MEETING > CONTINUED
(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,
Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD or electronically at info@
nevilleregistrars.co.uk, 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.
If you hold your ordinary shares in the Company in uncertiﬁcated form (that is, in CREST) you may vote
using the CREST Proxy Voting service in accordance with the procedures set out in the CREST Manual
(please also refer to the accompanying notes to the notice of the AGM set out at the end of this letter).
Proxies submitted via CREST must be received by the Company's agent (CREST ID: 7RA11) by no later than
4.30 pm on 25 July 2023 (or, in the case of an adjournment, not later than 48 hours before the time ﬁxed
for the holding of the adjourned meeting (excluding any part of a day that is not a Business Day)).
(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, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen,
B62 8HD. In the case of a member which is a company, the revocation notice must be executed
under its common seal or signed on its behalf by an ofﬁcer of the company or an attorney for the
company. Any power of attorney or any other authority under which the revocation notice is signed
(or a duly certiﬁed copy of such power or authority) must be included with the revocation notice.
• by sending the signed notice as an email attachment to info@nevilleregistrars.co.uk.
In either case, the revocation notice must be received by the Company’s registrars, Neville Registrars
Limited, before the Annual General Meeting or the holding of a poll subsequently thereto. If a member
attempts to revoke his or her proxy appointment but the revocation is received after the time speciﬁed
then, subject to Note (e) directly below, the proxy appointment will remain valid.
(e) 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.
(f) Copies of the Directors’ Letters of Appointment and a copy of the current Articles of Association will
be available for inspection at the registered ofﬁce of the Company during usual business hours on
any weekday (Saturday and Public Holidays excluded) from the date of this notice, until the end of the
Annual General Meeting and at the place of the Annual General Meeting for at least 15 minutes prior to
and during the Annual General Meeting.
(g) Pursuant to Regulation 41 of the Uncertiﬁcated Securities Regulations 2001, the Company has speciﬁed
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NOTICE OF ANNUAL GENERAL MEETING > CONTINUED

that only those holders of the Company's shares registered on the Register of Members of the Company as at 6.00 pm on 25 July 2023 or, in the event that the Annual General Meeting is adjourned, on the Register of Members 48 hours before the time of any adjourned meeting, shall be entitled to attend and vote at the said Annual General Meeting in respect of such shares registered in their name at the relevant time. Changes to entries on the Register of Members after 6.00 pm on 25 July 2023 or, in the event that the Annual General Meeting is adjourned, on the Register of Members less than 48 hours before the time of any adjourned meeting, shall be disregarded in determining the right of any person to attend and vote at the Annual General Meeting.

(h) As at 15 June 2023 the Company's issued share capital comprised 89,186,980 Ordinary Shares and 50,000 Redeemable Preference Shares (which are non-voting). The total number of voting rights in the Company as at 15 June 2023 is 89,186,980. The website referred to above 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 to enjoy information rights ("Nominated Person"):

- You may have a right under an agreement between you and the member of the Company who has nominated you to have information rights ("Relevant Member") to be appointed or to have someone else appointed as a proxy for the Annual General Meeting;

- If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights;

- Your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you.

(j) A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.

(k) A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, the proxy will vote or abstain from voting at his or her discretion. The proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Annual General Meeting.

(l) Except as provided above, members who have general queries about the General Meeting should call the Company's registrars Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD on 0121 585 1131, during normal office hours.

(m) Members may not use any electronic address provided either in this notice of Annual General Meeting, or any related documents (including the Chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly stated.

(n) Resolutions 2-4: Information about the Directors who are proposed by the Board for re-election at the Annual General Meeting is shown in the Annual Report and Accounts 2023.

(o) Pursuant to Chapter 5 of Part 16 of the CA 2006 (sections 527 to 531), where requested by a member or members meeting the qualification criteria set out at note (p) below, the Company must publish on its website, a statement setting out any matter that such members propose to raise at the Annual General Meeting relating to the audit of the Company's accounts (including the Auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting. The request:

- may be in hard copy form or in electronic form (see note (q) below);

- must either set out the statement in full or, if supporting a statement sent by another member, clearly identify the statement which is being supported;

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NOTICE OF ANNUAL GENERAL MEETING > CONTINUED

- • must be authenticated by the person or persons making it (see note (q) below); and
- • must be received by the Company at least one week before the Annual General Meeting.  
  Where the Company is required to publish such a statement on its website:
  - • it may not require the members making the request to pay any expenses incurred by the Company in complying with the request;
  - • it must forward the statement to the Company's Auditor no later than the time the statement is made available on the Company's website; and
  - • the statement may be dealt with as part of the business of the Annual General Meeting.(p) In order to be able to exercise the members' rights under note (o) the relevant request must be made by a member or members having a right to vote at the Annual General Meeting and holding at least 5% of the total voting rights of the Company, or at least 100 members having a right to vote at the Annual General Meeting and holding, on average, at least £100 of paid up share capital. For information on voting rights, including the total number of voting rights, see note (h) and the website referred to above.(q) Where a member or members wishes to request the Company to publish audit concerns (see note o) such request must be made in accordance with one of the following ways:- • a hard copy request which is signed by you, states your full name and address and is sent to the Company Secretary, Puma VCT 13 plc, Cassini House, 57 St James's Street, London SW1A 1LD; or
- • a request sent by email which states your full name, address, and is sent to investorservices@pumainvestments.co.uk stating 'AGM' in the subject field.

#### **Explanation of Resolutions 9 to 11 to be proposed at the Annual General Meeting**

On page 108 of the Report is the notice of Annual General Meeting which will be held on 27 July 2023. 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 2024 Annual General Meeting or 27 October 2024, 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 2024 Annual General Meeting or, if later, 27 October 2024, up to an aggregate nominal amount of £50,000 (representing approximately 112 per cent of the issued ordinary share capital of the Company as at 15 June 2023). 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.

112
## Form of Proxy
COMPANY NUMBER 10376236
## Puma VCT  plc
For use at the Annual General Meeting of Puma VCT 13 plc convened for 27 July 2023 at 4.30 pm at Cassini
House, 57 St James’s Street, London, SW1A 1LD
I/We
(BLOCK CAPITALS PLEASE)
of
being (a) member(s) of the Company hereby appoint the Chairman of the Meeting (see Note 2) or
as my/our proxy and to attend and vote for me/us on my/our behalf at the Annual General Meeting of the
Company to be held on 27 July 2023 and at any adjournment thereof. My/our proxy is to vote as indicated
below in respect of the Resolutions set out in the Notice of Annual General Meeting (see Note 9).
If you wish to appoint multiple proxies please see note 1.
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 resolutions:
ORDINARY RESOLUTIONS FOR AGAINST WITHHELD
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 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 rights
11. Cancellation of share premium account
Dated
Signed or sealed (see Note 6)
113
Notes
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 Meeting provided that each proxy is appointed to
exercise the rights attached to a different share or shares held by that member. 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. 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 Neville Registrars Limited,
Neville House, Steelpark Road, Halesowen, B62 8HD or electronically at info@nevilleregistrars.co.uk, 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. 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 Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD. In the case
of a member which is a company, the revocation notice must be executed under its common
seal or signed on its behalf by an ofﬁcer of the company or an attorney for the company. Any
power of attorney or any other authority under which the revocation notice is signed (or a duly
certiﬁed copy of such power or authority) must be included with the revocation notice.
• by sending the signed notice as an email attachment to info@nevilleregistrars.co.uk.
In either case, the revocation notice must be received by Neville Registrars Limited before the Annual
General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her
proxy appointment but the revocation is received after the time speciﬁed then, subject to Note 8 below,
the proxy appointment will remain valid.
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 ofﬁcer of the corporation.
7. In the case of joint shareholders, any one of them may sign. e vote of the person whose name stands
ﬁrst in the register of members 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. e proxy will vote (or abstain from voting) as he or she thinks ﬁt in relation to any
other matter which is put before the Annual General Meeting.
114
115
## Get in touch
### We’re here to help
INVESTORS
We recommend you speak to a ﬁnancial adviser in the ﬁrst
instance, as we cannot offer investment or tax advice.
If you have any other questions please contact us
on 020 7408 4100 or email us at
investorsupport@pumainvestments.co.uk
ADVISERS
Our expert national Business Development Team are here to
help, and would be happy to discuss any of our offers in more
detail with you either by phone or by visiting your ofﬁces.
Please contact us on 020 7408 4070 or email us at
advisersupport@pumainvestments.co.uk
For further information, please visit
www.pumainvestments.co.uk
Cassini House
57 St James’s Street
London SW1A 1LD
Puma Investments is a trading name of Puma Investment Management Limited which
is authorised and regulated by the Financial Conduct Authority. FCA Number 590919.
Registered ofﬁce address: Cassini House, 57 St James’s Street, London, SW1A 1LD.
Registered as private limited company in England and Wales No. 08210180. PI001772-0623