ANNUAL REPORT & ACCOUNTS 2024 ## Puma VCT 13 plc 1 | Contents | 1 | 32 | | --- | --- | --- | | | Officers and | Directors' | | | Professional Advisers | Report | | 2 | 36 | | --- | --- | | Chairman’s | Directors’ | | Statement | Remuneration Report | | 4 | 38 | | --- | --- | | Financial | Corporate Governance | | highlights | Statement | | 5 | 42 | | --- | --- | | Portfolio | Independent | | diversification | Auditor’s Report | | 6 | 50 | | --- | --- | | Investment Manager’s | Income | | Report | Statement | | 8 | 51 | | --- | --- | | Qualifying | Balance | | investments | Sheet | | 14 | 52 | | --- | --- | | Liquidity management | Statement of | | investments | Cash Flows | | 16 | 53 | | --- | --- | | Investment | Statement of | | portfolio summary | Changes in Equity | | 17 | 54 | | --- | --- | | Significant | Notes to the | | investments | Financial Statements | | 27 | 66 | | --- | --- | | Directors' | Notice of Annual | | biographies | General Meeting | ## 29 Strategic Report 2 ## Officers 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 Advisor | | --- | --- | | 57 St James’s Street | Shoosmiths LLP | | London SW1A 1LD | 1 Bow Churchyard | London EC4M 9DQ Registrar | Neville Registrars Limited | Custodian | | --- | --- | | Neville House | Pershing Securities Limited | | Steelpark Road | 1 Canada Square | | Halesowen B62 8HD | London E14 5AL | | Administrator | J.P. Morgan SE, | | PI Administration | Luxembourg Branch | | Services Limited | European Bank & Business Centre | | Cassini House | 6, route de Trèves | | 57 St James’s Street | L-2633 Senningerberg | | London SW1A 1LD | Luxembourg | Howard Kennedy No 1 London Bridge London SE1 9BG 1 # Chairman's Statement Seven new investments added to the portfolio in the year bringing total number of investments to 20 £36.3m raised during the year and a further £28.5m raised post year-end £40.1m available for deployment into new and follow on investments as at the year-end I am pleased to present the sixth report and financial statements for Puma VCT 13 plc ("the Company") for the year to 29 February 2024. It has been another successful year for the Company and I am delighted to be able to report on its highlights. ## Overview The Company's Net Asset Value ("NAV") per share at the end of the year stood at 124.48p. Six of the Company's qualifying holdings were written up in value – including MUSQ, which was written up by £1.5m, HR Duo by £0.7m and CameraMatics by £0.6m. These businesses have seen demand for their solutions grow, with continued domestic and overseas expansions. Seven of the Company's qualifying holdings were marked down in value. These movements, together with running costs, accounted for the overall NAV movement. The Company's loss for the year was £8.1m (2023: profit £2.7m). Further to statements made by the Company in the prospectus published back in September 2023, Puma VCT 13 is proposing to launch a dividend reinvestment scheme ("DRIS") under which shareholders will be able to reinvest any cash dividends received into further shares. Details of the proposed DRIS and the terms and conditions of the DRIS are set out at the end of the notice of Annual General Meeting on pages 66 to 76 of this report. ## Fundraising During the year, the Company undertook a further fundraising. The Company raised £36.3m during the year, with a further £28.5m raised after the year-end. This equity issue 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. ## Investment activity and portfolio We are pleased to report that 2023-24 has been an active year for the Company with seven new qualifying investments in this period. These were made alongside other Puma-managed funds and bring the current number of qualifying investments to 20. 2 CHAIRMAN'S STATEMENT > CONTINUED These investments were: £1.1m into Bikmo, a specialist cycle and e-mobility insurer; £4.6m into Iris an advanced audio technology company; £3.3m into Lucky Saint, the UK's number 1 dedicated alcohol-free beer brand; £3.9m into Pockit, a digital account provider; £0.8m into Thingtrax, a SaaS-based manufacturing performance platform; £5.4m into Transreport, a fast-growing accessibility technology company and £2.4m into TravelLocal, a global travel marketplace. Follow-on investments were also made: £0.8m into Ostmodern; £0.9m into Connectr; £1.7m into Dymag; £1.9m into CameraMatics and £0.8m into Ron Dorff. The Company's holdings in Deazy, HR Duo, Le Col, CameraMatics, MUSO and Open House have generated positive valuation movements. Seven of the Company's qualifying holdings were marked down in value. Muso saw an increase in its valuation of £1.5m in the year. Growth picked up in 2024 following a slowdown in 2023 as a result of the actors and writers' strikes. 2024 has seen new client wins and a strong pipeline. Dymag's valuation decreased by £3.9m in the year as the after-market for car wheels slowed and car manufacturers became more cautious despite ongoing investment in product and sales capacity. Puma is working closely with management recognising the challenges it faces. Connectr was written down by £3.5m in the year reflecting a challenging trading environment. Many employers are cutting back on recruitment and associated spending on software impacting new business growth and renewal rates alike. Puma has supported the Company through a restructure which has had a positive impact on cashflow and profitability. #### NAV The NAV per share at the year-end was 124.48p (2023: 133.05p). 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 Shoosmiths LLP provides the Board and the Investment Manager with advice on the ongoing compliance with HMRC rules and regulations concerning VCTs and has reported no issues in this regard for the Company to date. Shoosmiths and other specialist advisors will continue to assist the Investment Manager in establishing the status of potential investments as qualifying holdings. Shoosmiths will continue to monitor rule compliance and maintaining the qualifying status of the Company's holdings in the future. #### Outlook During the period, I am pleased to report that seven new investments were added to the portfolio, bringing the total number of companies to 20, significantly boosting diversification. This was done in a challenging environment and shows the appeal of the Investment Manager's proposition and its growing presence in the market. In 2023, the wider VCT sector saw a significant reduction in investment activity, down by nearly 30% compared to the previous year. This mirrored broader economic challenges within the UK characterised by rising interest rates, inflationary pressures, elevated debt levels, and subdued consumer and business confidence. Consequently, company valuations experienced a dip during this turbulent economic backdrop. However, despite these concerns, the economic outlook for 2024 has begun to exhibit signs of improvement offering some hope for recovery. The tightening of finance imposed by the Bank of England and other central banks and an easing in commodity prices have reduced inflation. There is now some hope for a better outlook for the economy, although uncertainties remain and need monitoring. **David Buchler** Chairman 14 June 2024 1Source: the AIC 3 ## Financial highlights AS AT 29 FEBRUARY 2024 Company details and performance ## £118.55m 124.48p Net Assets NAV / Share Fundraising and cash Qualifying investment activity | £40.1m | 66% | | --- | --- | | Cash and cash equivalents | of NAV invested in qualifying | | available for new investments | investments | at the year-end ## £36.3m 20% Cash raised during the year Increase in qualifying value over cost ## £28.5m 7 Cash raised post year-end New investments in year ending February 2024 4 ## Portfolio diversification AS AT 29 FEBRUARY 2024 Invested by sector (fair value) ## 6% Financial and insurance technology | 12% | | | 15% | | --- | --- | --- | --- | | Software and other technology | Logistics technology | | | | 3% | | | 10% | | Hospitality | | HR technology | | ## 19% Business services ## 23% Consumer ## 2% Advanced manufacturing ## 10% Consumer services Invested by business model (fair value) ## 33% 45% Consumer B2B ## 9% B2B2C ## 13% Marketplace Figures subject to rounding 5 ## Investment ## Manager’s Report iven these challenges and potential roadblocks, it is easy to overlook just how much things have improved over ## G the past 12–18 months. Inflation was still stubbornly in double figures a little over a year ago1, but is now forecast to drop below 2% in the coming months (before rising again slightly)2, meaning interest rates may fall during the summer months. On the back of this, Deloitte’s CFO survey reported in April that sentiment among UK CFOs had risen for the third consecutive quarter, to a point well above its long-term average. Consumer confidence has also improved, the latest GFK Consumer Confidence Barometer has illustrated that consumer optimism when it comes to their personal finances ### The period has clearly been one has improved significantly over the past year. ### of significant strain for smaller Yet, despite these promising trends, many companies ### companies in the UK, as indeed are experiencing stretched balance sheets with the majority of cost management options already ### it has been for companies of all exhausted. This is especially true in sectors that ### stages of growth plus households have been most exposed to supply chain, labour or demand shocks. Companies in these sectors ### and consumers. The challenges have been weakened, and any further shocks ### facing those building a business to the economy could be difficult to absorb. ### are substantial from inflation to We have seen this pattern reflected in the trading ### geopolitical conflict, supply shock, data of our well diversified portfolio of investee companies. 2023 was extremely challenging, with ### labour shortages, strikes, energy particular weakness in Q3 and a soft end to the ### price spikes, the list could go on. year, 2024 has opened with considerably more momentum. Encouragingly, we are starting to see steady like-for-like growth across a number of sectors. We consider potential investment opportunities against a broader valuation landscape, and from the above we can see that the period covered in these accounts was a challenging time to be selling companies, but an advantageous time to be investing in them. As such, we are excited to have added 7 additional investee companies in the period, increasing the size of the portfolio by 54%. This is particularly pleasing as overall VCT investment activity during 2023 was significantly down, by approximately 30% according to the AIC. 6 INVESTMENT MANAGER’S REPORT > CONTINUED New additions to the portfolio include Bikmo, a specialist cycle and e-mobility insurer which protects over 75,000 riders in the UK, Lucky Saint, the UK’s number one dedicated alcohol-free beer brand and Iris, a cutting-edge audio technology company with a mission to enable the world to listen well. Naturally given the economic environment, it has been appropriate to reduce the carrying values of some of the positions in the portfolio. New investments made in the period have been held at cost (as is the norm under the IPEV guidelines covering VCTs). This masks the strong momentum that many of our new investments exhibited when we made our original investment, but the growth from this cohort should be visible in the future. We remain very active in our approach and engagement with the companies in our portfolio. We continue to host networking events and workshops through our Senior Managers Club, directed at CEOs, CFOs and other heads of department to enable them to share ideas and insight with each other. For example, the most recent event focused on cyber security and efficiently scaling tech teams. This, together with the support and oversight we provide the companies in our portfolio, means our proposition continues to prove compelling in attracting high quality companies. 1 Source: Consumer price inflation from the Office for National Statistics 2 Bank of England, March 2024 7 ## Qualifying ## investments ### In this section, we look at the following investments ### within our portfolio in more detail. Bikmo CameraMatics Iris Le Col Lucky Saint Pockit Ron Dorff Thingtrax Transreport TravelLocal 8 ## Bikmo Bikmo is a specialist cycle and e-mobility insurer which protects over 75,000 riders in the UK, Ireland, Germany and Austria. Capitalising on growth in the cycle market, Bikmo offers a range of insurance products to protect every type of cyclist – from road cyclists and triathletes to daily commuters. The business is B-Corp certified, it is focusing on expanding into other European markets and supporting multinational partners, including British Cycling, Cyclescheme and Brompton. ## CameraMatics CameraMatics is an award-winning solution for Fleet Risk Management. Continuing its mission to create safer roads for all, it released one of the most advanced AI-powered collision avoidance system on the market. The system promises radically to improve driver reaction times and blind spot visibility by using deep learning algorithms, continually scanning for pedestrians, hidden road users and cyclists. The company has attended several trade shows across America and the UK to bring its offerings to new audiences, with a continued focus on US expansion. It has invested heavily into its sales and marketing team to aid this and recently announced a new collaboration with Bosch Logistics Operating System. This partnership will align CameraMatics with Bosch’s mission to unite all stakeholders in the logistics and transportation industry. 9 ## Iris IRIS is an audio specialist which has developed an AI-powered software which removes distracting background noise from calls, integrating seamlessly with existing platforms. IRIS achieved a top 20 placing in the Startups 100 Index 2024. ## Le Col Recently named best performance cycling brand by GQ Magazine, Le Col is continuing its expansion into the US and is now available online at DICK’S Sporting Goods (which has over 800 stores nationwide). In addition, Le Col has partnered with US fabrics manufacturer Polartec to launch a new plant-based performance fabric, ‘Power Shield’, which is made with 50% fewer emissions than similar fabrics. 10 ## Lucky Saint Lucky Saint is the UK’s number one dedicated alcohol-free beer brand across grocery and on-trade. The investment from Puma funds will support the brand’s next phase of growth both in the UK and globally. The B-Corp certified company, voted ‘Marketing Society Brand of the Year 2023’, has recently expanded its offering by launching the Superior Hazy IPA, which joins the award-winning Alcohol-Free Superior Unfiltered Lager as its first new beer since launch in 2018. It is stocked in over 7,000 pubs, bars and restaurants and sold in major supermarkets including Waitrose, Sainsbury’s, Tesco and Marks & Spencer. ## Pockit Pockit is a digital account provider offering pre-paid spending cards and current accounts. The fintech company has focused on growing the senior team and has appointed a new COO. The next phase of Pockit’s growth strategy aims to expand its customer base and introduce new services. 11 ## Ron Dorff Ron Dorff, the premium athleisure brand, has grown sales by 42% in the two years to December 2023 and is present across more than 50 countries including the US, the UK, Germany and France. It launched a crowdfunding campaign, which raised over the target, giving the Ron Dorff community an opportunity to be part of its growth. The funds will be used to sustain global online growth, in particular in the US, building brand awareness on and offline. It is due to open a flagship store in Paris towards the end of 2024. ## Thingtrax Thingtrax is an IoT enabled software provider using AI and machine learning to optimise performance in manufacturing facilities. Its latest offering, Retail Pack Label Validation powered by AI, enables manufacturers early detection of label discrepancies. The pairing of camera vision with AI examines each label for specific text, dates, imagery, and positioning, with an instant alert when a label fails to meet product specifications, allowing mistakes to be addressed efficiently. 12 ## Transreport Transreport’s flagship technology, the Passenger Assistance app, supports anyone who needs assistance whilst travelling, facilitating quicker and easier use of public transport. Since its launch in May 2021, the Passenger Assistance technology, nominated for an Apple Design Award in the Inclusivity Category, has been downloaded over 100,000 times, facilitating millions of passenger journeys to date. Transreport has initially focussed on UK rail, where it works with every UK rail operating company. ## TravelLocal TravelLocal is a leading online platform for tailor-made holidays that connects clients directly with local experts in their destinations. Since the business was founded in 2016, TravelLocal has helped more than 70,000 customers from 100 countries globally create the perfect trip. TravelLocal is growing rapidly, many travellers demand genuinely authentic, more sustainable holidays and prioritise spending on experiences, with annual bookings over USD 50m and growing over 100% year on year. The new funding will support the company’s international growth and has already added Australia to its growing roster of over 90 international destinations. In addition, the company looks to invest in its managed marketplace platform and further brand marketing. 13 ## Liquidity ## management ## investments ### An active approach is taken to manage ### any cash held, prior to investing ### in VCT qualifying companies. The rules for VCTs limit the income which can be received from bank deposits, making them an unattractive way of holding funds waiting to be invested. As a result, during a period where funds remain not yet deployed in qualifying investments in smaller companies, to earn a return on these funds a VCT needs to hold investments rather than cash deposits. Rising interest rates have made investing in fixed-income securities more attractive. The Company has therefore, switched from holding listed equities into a revised liquidity management strategy focused on short term bonds held through collective investment schemes. Historically, to manage the Company’s liquidity, a portion of the Company’s funds were invested in a diverse portfolio of UK-centric listed equities. This had been reduced over time and was sold entirely during the year in review resulting in £0.25 million of losses being realised. Puma Investment Management Limited 14 June 2024 14 15 # Investment portfolio summary AS AT 29 FEBRUARY 2024. Of the investments held at 29 February 2024, 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') | 871 | 1,292 | (421) | 1% | 0.67x | | Bikmo Limited | 1,107 | 1,107 | - | 1% | 1.00x | | Deazy Limited | 3,146 | 2,900 | 246 | 3% | 1.08x | | Dymag Group Limited | 1,770 | 5,787 | (4,017) | 1% | 0.31x | | Everpress Limited | 4,986 | 3,514 | 1,472 | 4% | 1.42x | | Forde Resolution Company Limited ('HR Duo') | 2,947 | 2,238 | 709 | 2% | 1.32x | | Hot Copper Pub Company Limited | 305 | 847 | (542) | 0% | 0.36x | | Influencer Limited | 11,247 | 1,800 | 9,447 | 9% | 6.25x | | Iris Audio Technologies Limited | 4,555 | 4,555 | - | 4% | 1.00x | | Le Col Holdings Limited | 10,810 | 8,281 | 2,529 | 9% | 1.31x | | MyKindaFuture Limited ('Connectr') | 4,869 | 5,915 | (1,046) | 4% | 0.82x | | MySafeDrive Limited ('CameraMatics') | 6,139 | 3,882 | 2,257 | 5% | 1.58x | | MUSO Limited | 3,875 | 2,361 | 1,514 | 3% | 1.64x | | Not Another Beer Co Limited ('Lucky Saint') | 3,289 | 3,289 | - | 3% | 1.00x | | NQOCD Consulting Limited ('Ron Dorff') | 4,059 | 3,218 | 841 | 3% | 1.26x | | Open House London Limited | 2,003 | 1,800 | 203 | 2% | 1.11x | | Pockit Limited | 3,920 | 3,920 | - | 3% | 1.00x | | Thingtrax Limited | 750 | 750 | - | 1% | 1.00x | | Transreport Limited | 5,418 | 5,418 | - | 5% | 1.00x | | TravelLocal Limited | 2,433 | 2,433 | - | 2% | 1.00x | | **Total Qualifying Investments** | **78,497** | **65,307** | **13,190** | **66%** | **1.20x** | | **Total Investments** | **78,497** | **65,307** | **13,190** | **66%** | | | **Balance of Portfolio** | **40,049** | **40,049** | **-** | **34%** | | | **Net Assets** | **118,546** | **105,356** | **13,190** | **100%** | | 16 φ # Significant investments The financial data of the underlying portfolio companies is not disclosed as they are privately held businesses. ## ABW GROUP LIMITED ("OSTMODERN") | Cost (£'000) | 1,292 | | --- | --- | | Investment comprises: | | | Ordinary shares | 1,292 | | Debt | - | | Valuation method | Multiples | | Valuation (£'000) | 871 | | Multiple of Investment Cost | 0.67x | | Income received by the Company from this holding in the year (£'000) | - | | Source of financial data | Unaudited accounts for the year ended 30 June 2023 | | Turnover (£'000) | Not disclosed | | Profit before tax (£'000) | Not disclosed | | Net assets (£'000) | 1,614 | | Proportion of equity held | 37% | | Proportion of voting rights held | 30% | | Proportion of equity managed by Puma Investment Management Limited^ | 79% | **ABW Group Limited** (trading as Ostmodern) has been at the forefront of innovation in digital product development for over 10 years, creating video platforms for some of the world's leading media, broadcast and sport brands. The equity held in the company is A and B ordinary shares. Only A shares attract full voting rights. ## BIKMO LIMITED | Cost (£'000) | 1,107 | | --- | --- | | Investment comprises: | | | Ordinary shares | 1,107 | | Debt | - | | Valuation method | Cost | | Valuation (£'000) | 1,107 | | 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 December 2022 | | Turnover (£'000) | Not disclosed | | Profit before tax (£'000) | Not disclosed | | Net liabilities (£'000) | 138 | | Proportion of equity and voting rights held | 10% | | Proportion of equity managed by Puma Investment Management Limited^ | 20% | **Bikmo Limited** is a specialist cycling insurance business. The company sought investment to further expand internationally and build out its API integrations following success in UK, Ireland, Germany and Austria both direct to consumer and through a number of key partnerships. The equity held in Bikmo Limited is A Ordinary Shares. The A Shares attract full voting rights. ^ May not accurately reflect voting rights 17 SIGNIFICANT INVESTMENTS > CONTINUED ## DEAZY LIMITED | Cost (£'000) | 2,900 | | --- | --- | | Investment comprises: | | | Ordinary shares | 2,900 | | Debt | - | | Valuation method | Multiples | | Valuation (£'000) | 3,146 | | Multiple of Investment Cost | 1.08x | | Income received by the Company from this holding in the period (£'000) | - | | Source of financial data | Unaudited accounts for the year ended 31 December 2022 | | Turnover (£'000) | Not disclosed | | Profit before tax (£'000) | Not disclosed | | Net assets (£'000) | 4,641 | | 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 Shares attract full voting rights. ## DYMAG GROUP LIMITED | Cost (£'000) | 5,787 | | --- | --- | | Investment comprises: | | | Ordinary shares | 3,463 | | Debt | 2,324 | | Valuation method | Multiples | | Valuation (£'000) | 1,770 | | Multiple of Investment Cost | 0.31x | | Income received by the Company from this holding in the year (£'000) | - | | Source of financial data | Unaudited accounts for the period ended 31 December 2022 | | Turnover (£'000) | Not disclosed | | Profit before tax (£'000) | Not disclosed | | Net liabilities (£'000) | 1,373 | | 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. ^ May not accurately reflect voting rights. 18 SIGNIFICANT INVESTMENTS > CONTINUED ## EVERPRESS LIMITED | Cost (£'000) | 3,5¼ | | --- | --- | | Investment comprises: | | | Ordinary shares | 3,5¼ | | Debt | - | | Valuation method | Multiples | | Valuation (£'000) | 4,986 | | Multiple of Investment Cost | 1.4²x | | Income received by the Company from this holding in the year (£'000) | - | | Source of financial data | Audited accounts for the year ended 31 December 2022 | | Turnover (£'000) | Not disclosed | | Profit before tax (£'000) | Not disclosed | | Net assets (£'000) | 897 | | Proportion of equity rights held | 37% | | Proportion of voting rights held | 6% | | Proportion of equity managed by Puma Investment Management Limited^ | 60% | **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. ## FORDE RESOLUTION COMPANY LIMITED ("HR DUO") | Cost (£'000) | 2,238 | | --- | --- | | Investment comprises: | | | Ordinary shares | 2,238 | | Debt | - | | Valuation method | Multiples | | Valuation (£'000) | 2,947 | | Multiple of Investment Cost | 1.3²x | | Income received by the Company from this holding in the year (£'000) | - | | Source of financial data | Audited accounts for the year ended 30 April 2023 | | Turnover (£'000) | Not disclosed | | Profit before tax (£'000) | Not disclosed | | Net liabilities (£'000) | 1,979 | | 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. They provide a full service HR solution to small and medium enterprises offering HR admin management and expert HR advice to alleviate the burden for SMEs. The equity held in HR Duo is D and E Ordinary shares. Only the D shares attract full voting rights. ^ May not accurately reflect voting rights. 19 SIGNIFICANT INVESTMENTS > CONTINUED ## HOT COPPER PUB COMPANY LIMITED | Cost (£'000) | 847 | | --- | --- | | Investment comprises: | | | Ordinary shares | 847 | | Debt | - | | Valuation method | Multiples | | Valuation (£'000) | 305 | | Multiple of Investment Cost | 0.36x | | Income received by the Company from this holding in the period (£'000) | - | | Source of financial data | Audited accounts for the year ended 24 September 2022 | | Turnover (£'000) | Not disclosed | | Profit before tax (£'000) | Not disclosed | | Net assets (£'000) | 9,303 | | Proportion of equity and voting rights held | 4% | | 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. ## INFLUENCER LIMITED | Cost (£'000) | 1,800 | | --- | --- | | Investment comprises: | | | Ordinary shares | 1,800 | | Debt | - | | Valuation method | Multiples | | Valuation (£'000) | 11,247 | | Multiple of Investment Cost | 6.25x | | Income received by the Company from this holding in the year (£'000) | - | | Source of financial data | Audited accounts for the year ended 31 March 2022 | | Turnover (£'000) | Not disclosed | | Profit before tax (£'000) | Not disclosed | | Net assets (£'000) | 8,584 | | 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. ^ May not accurately reflect voting rights. 20 SIGNIFICANT INVESTMENTS > CONTINUED # IRIS AUDIO TECHNOLOGIES LIMITED | Cost (£'000) | 4,555 | | --- | --- | | Investment comprises: | | | Ordinary shares | 4,555 | | Debt | - | | Valuation method | Cost | | Valuation (£'000) | 4,555 | | 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 December 2022 | | Turnover (£'000) | Not disclosed | | Profit before tax (£'000) | Not disclosed | | Net assets (£'000) | 5,811 | | Proportion of equity and voting rights held | 14% | | Proportion of equity managed by Puma Investment Management Limited^ | 17% | Iris Audio Technologies Limited is an artificial intelligence and audio specialist which has developed an AI powered software Clarity that removes distracting background noise from VoIP and customer calls, integrating seamlessly with existing platforms. Clarity's three main use cases are contact centres, AI speech analytics and specialised communications (aviation and sports). The equity held in Iris Audio Technologies Limited is A Ordinary Shares. The A Shares attract full voting rights. # LE COL HOLDINGS LIMITED | Cost (£'000) | 8,281 | | --- | --- | | Investment comprises: | | | Ordinary shares | 8,281 | | Debt | - | | Valuation method | Multiples | | Valuation (£'000) | 10,810 | | Multiple of Investment Cost | 1.31x | | Income received by the Company from this holding in the year (£'000) | - | | Source of financial data | Audited accounts for the year ended 1 January 2023 | | Turnover (£'000) | Not disclosed | | Profit before tax (£'000) | Not disclosed | | Net assets (£'000) | 1,880 | | 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. ^ May not accurately reflect voting rights. 21 SIGNIFICANT INVESTMENTS > CONTINUED # **MYKINDACROWD LIMITED ("CONNECTR")** | Cost (£'000) | 5,9^{1}5 | | --- | --- | | Investment comprises: | | | Ordinary shares | 5,0^{1}6 | | Debt | 899 | | Valuation method | Multiples | | Valuation (£'000) | 4,869 | | Multiple of Investment Cost | 0.8^{2}x | | Income received by the Company from this holding in the year (£'000) | - | | Source of financial data | Audited accounts for the year ended 3^{1} January 2023 | | Turnover (£'000) | Not disclosed | | Profit before tax (£'000) | Not disclosed | | Net assets (£'000) | 2,8^{2}3 | | Proportion of equity held | 57% | | Proportion of voting rights held | 28% | | 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. The 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. The equity held in MyKindaCrowd Limited is A and C Ordinary Shares. Only A shares attract full voting rights. # **MYSAFEDRIVE LIMITED ("CAMERAMATICS")** | Cost (£'000) | 3,88^{2} | | --- | --- | | Investment comprises: | | | Ordinary shares | 2,1^{2}8 | | Debt | 1,754 | | Valuation method | Multiples | | Valuation (£'000) | 6,139 | | Multiple of Investment Cost | 1.58x | | Income received by the Company from this holding in the year (£'000) | - | | Source of financial data | Audited accounts for the year ended 3^{1} January 2023 | | Turnover (£'000) | Not disclosed | | Loss before tax (£'000) | Not disclosed | | Net assets (£'000) | 3,3^{2}3 | | Proportion of equity held | 21% | | Proportion of voting rights held | 8% | | Proportion of equity managed by Puma Investment Management Limited^{^} | 73% | **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. The equity held in the company is B and C Ordinary Shares. Only B shares attract full voting rights. $^{^}$ May not accurately reflect voting rights. 22 SIGNIFICANT INVESTMENTS > CONTINUED # MUSO TNT LIMITED | Cost (£'000) | 2,361 | | --- | --- | | Investment comprises: | | | Ordinary shares | 2,361 | | Debt | - | | Valuation method | Multiples | | Valuation (£'000) | 3,875 | | Multiple of Investment Cost | 1.64x | | Income received by the Company from this holding in the year (£'000) | - | | Source of financial data | Unaudited accounts for the year ended 31 March 2023 | | Turnover (£'000) | Not disclosed | | Profit before tax (£'000) | Not disclosed | | Net assets (£'000) | 1,026 | | Proportion of equity rights 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. The equity held in Muso TNT Limited is B and C Ordinary Shares. The B Shares attract full voting rights. # NOT ANOTHER BEER CO LIMITED ("LUCKY SAINT") | Cost (£'000) | 3,289 | | --- | --- | | Investment comprises: | | | Ordinary shares | 3,289 | | Debt | - | | Valuation method | Cost | | Valuation (£'000) | 3,289 | | 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 December 2022 | | Turnover (£'000) | Not disclosed | | Profit before tax (£'000) | Not disclosed | | Net assets (£'000) | 8,169 | | Proportion of equity and voting rights held | 5% | | Proportion of equity managed by Puma Investment Management Limited^ | 6% | **Not Another Beer Co Ltd** (trading as Lucky Saint) is the leading dedicated non-alcoholic beer brand in the UK. It sells its leading product, non-alcoholic lager, in draught and packaged form across its own website, through retail / grocery stores and in leading bars and restaurants. The equity held in Not Another Beer Co Ltd is D Ordinary Shares. The D Shares attract full voting rights. ^ May not accurately reflect voting rights. 23 SIGNIFICANT INVESTMENTS > CONTINUED # **NQOCD CONSULTING LIMITED ("RON DORFF")** | Cost (£'000) | 3,218 | | --- | --- | | Investment comprises: | | | Ordinary shares | 2,393 | | Debt | 825 | | Valuation method | Multiples | | Valuation (£'000) | 4,059 | | Multiple of Investment Cost | 1.26x | | Income received by the Company from this holding in the year (£'000) | - | | Source of financial data | Unaudited accounts for the year ended 31 December 2022 | | Turnover (€'000) | Not disclosed | | Profit before tax (€'000) | Not disclosed | | Net assets (€'000) | 10,386 | | Proportion of equity held | 32% | | Proportion of voting rights held | 34% | | 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. The equity held in NQOCD Consulting Limited is A, B, D and E shares. Only A 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) | 2,003 | | Multiple of Investment Cost | 1.11x | | Income received by the Company from this holding in the period (£'000) | - | | Source of financial data | Audited accounts for the year ended 31 December 2022 | | Turnover (£'000) | Not disclosed | | Loss before tax (£'000) | Not disclosed | | Net liabilities (£'000) | 4,390 | | 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 Brodcaster) and Fitzrovia (arber garde). 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. ^ May not accurately reflect voting rights. 24 SIGNIFICANT INVESTMENTS > CONTINUED # POCKIT LIMITED | Cost (£'000) | 3,920 | | --- | --- | | Investment comprises: | | | Ordinary shares | 3,920 | | Debt | - | | Valuation method | Cost | | Valuation (£'000) | 3,920 | | Multiple of Investment Cost | 1.00x | | Income received by the Company from this holding in the year (£'000) | - | | Source of financial data | Audited accounts for the year ended 31 December 2022 | | Turnover (£'000) | Not disclosed | | Profit before tax (£'000) | Not disclosed | | Net liabilities (£'000) | 1,911 | | Proportion of equity and voting rights held | 11% | | Proportion of equity managed by Puma Investment Management Limited^ | 14% | Pockit Limited is a fintech company offering a suite of financial products and ancillary services direct to customers. It provides pre-paid spending cards and current accounts primarily to UK customers who are typically excluded or at least underserved by high street banks. The equity held in Pockit Limited is D Ordinary Shares. The D Shares attract full voting rights. # THINGTRAX LIMITED | Cost (£'000) | 750 | | --- | --- | | Investment comprises: | | | Ordinary shares | 750 | | Debt | - | | Valuation method | Cost | | Valuation (£'000) | 750 | | Multiple of Investment Cost | 1.00x | | Income received by the Company from this holding in the period (£'000) | - | | Source of financial data | Unaudited accounts for the year ended 31 December 2022 | | Turnover (£'000) | Not disclosed | | Profit before tax (£'000) | Not disclosed | | Net liabilities (£'000) | 84 | | Proportion of equity and voting rights held | 6% | | Proportion of equity managed by Puma Investment Management Limited^ | 9% | Thingtrax Limited is a cloud based 'Manufacturing Performance Platform' that is used at all levels of a manufacturing organisation to digitise the manufacturing process and optimise factory efficiency. The product is designed to be of value at all levels from the factory shop floor to the board room. The equity held in Thingtrax Limited is Series Seed. The Series Seed Shares attract full voting rights. ^ May not accurately reflect voting rights. 25 SIGNIFICANT INVESTMENTS > CONTINUED ## TRANSREPORT LIMITED | Cost (£'000) | 5,4^{18} | | --- | --- | | Investment comprises: | | | Ordinary shares | 5,4^{18} | | Debt | - | | Valuation method | Cost | | Valuation (£'000) | 5,4^{18} | | Multiple of Investment Cost | 1.00x | | Income received by the Company from this holding in the period (£'000) | - | | Source of financial data | Unaudited accounts for the year ended 3^{1} December 2022 | | Turnover (£'000) | Not disclosed | | Profit before tax (£'000) | Not disclosed | | Net assets (£'000) | 3,8^{15} | | Proportion of equity rights held | 15% | | Proportion of voting rights held | 14% | | Proportion of equity managed by Puma Investment Management Limited^{^} | 18% | **Transreport Limited** have developed a suite of solutions aimed at enhancing passenger travel experience. Their main product, Passenger Assist app, enables older and disabled people (referred to as Persons with Reduced Mobility or "PRMs") to book and manage assistance when they travel. The equity held in Transreport Limited is C Ordinary Shares. The C Shares attract full voting rights. ## TRAVELLOCAL LIMITED | Cost (£'000) | 2,433 | | --- | --- | | Investment comprises: | | | Ordinary shares | 2,433 | | Debt | - | | Valuation method | Cost | | Valuation (£'000) | 2,433 | | Multiple of Investment Cost | 1.00x | | Income received by the Company from this holding in the period (£'000) | - | | Source of financial data | Unaudited accounts for the year ended 3^{1} March 2023 | | Turnover (£'000) | Not disclosed | | Profit before tax (£'000) | Not disclosed | | Net assets (£'000) | 1,800 | | Proportion of equity rights held | 7% | | Proportion of voting rights held | 9% | | Proportion of equity managed by Puma Investment Management Limited^{^} | 10% | **TravelLocal Limited** is an online platform that enables travellers to book their tailor-made holidays directly with handpicked local travel operators ("LTOs") based in their destination, cutting out the traditional middleperson. It is a managed marketplace operating in a highly fragmented sector. The equity held in TravelLocal Limited is Series B Shares. The Series B Shares attract full voting rights. $^{^}$ May not accurately reflect voting rights. 26 ## 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 Trustee 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 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. 27 28 ## Strategic Report ### The Directors present their Strategic Report of ### the Company for the year ended 29 February ### 2024. 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 realising gains in the medium term) to maximise distributions from capital gains and income The Company was incorporated on 15 September generated from the Company’s assets. It intends 2016. The principal activity of the Company is the to do so while maintaining its qualifying status as a making of investments in qualifying and non- VCT, by pursuing the following Investment Policy: qualifying holdings of shares or securities. The Company is an investment company within the The Company may invest in a mix of qualifying and meaning of Section 833 of the Companies Act non-qualifying assets. The qualifying investments 2006. The Company has been granted provisional may be quoted on AIM or a similar market or be approval by the Inland Revenue under Section 274 unquoted companies. The Company may invest of the Income Tax Act 2007 as a Venture Capital in a diversified portfolio of growth-orientated Trust. The Directors have managed, and continue qualifying companies that seek to raise new to manage, the Company’s affairs in such a manner capital on flotation or by way of a secondary as to comply with s274 of the Income Tax Act 2007. issue. The Company has the ability to structure deals to invest in private companies with an The Company’s Ordinary Shares of 0.0005p asset-backed focus to reduce potential capital each have been listed on the Official List of loss. The Company had to have in excess of 80% the UK Listing Authority since 2 July 2018. of its assets invested in qualifying investments as defined for VCT purposes by 29 February 2024. Business model and strategy The Company operates as a VCT to enable The portfolio of non-qualifying investments will its shareholders to benefit from tax reliefs be managed with the intention of generating available. The Directors aim to maximise tax- a positive return. Subject to the Board and free distributions to shareholders by way of Investment Manager’s view from time to time dividends paid out of income received from of desirable asset allocation, it will comprise investments, and capital gains received following quoted and unquoted investments (direct or successful realisations. The Company’s strategy indirect) in cash or cash equivalents, secured is set out in the Investment Policy below. loans, bonds, equities, vehicles investing in property and funds of funds or on cash deposit. Investment policy A full text of the Company’s investment Puma VCT 13 plc seeks to achieve its overall policy can be found within the Company’s investment objective (of proactively managing prospectus at www.pumainvestments.co.uk. the assets of the fund with an emphasis on 29 STRATEGIC REPORT > CONTINUED Principal risks and uncertainties external independent advisers to undertake an independent VCT status monitoring role. The Board has carried out a robust assessment of the Company’s emerging and principal risks, In addition to the principal risks explained above, including those that might threaten the Company’s the principal uncertainty that may affect the business model, future performance, solvency or Company relates to material changes to the VCT liquidity and reputation. The Board receives regular regulations. The Board continues to monitor this reports from the Investment Manager and uses and will take appropriate action if required. this information, along with its own knowledge and experience, to identify any emerging risks, Risk management so that appropriate procedures can be put in The Company’s investment policy allows for place to manage or mitigate such risks. a large proportion of the Company’s assets The principal risks facing the Company relate to be held in unquoted investments. These to its investment activities, specifically market investments are not publicly traded, so there is price risk, as well as interest rate risk, credit risk not a liquid market for them. Therefore, these and liquidity risk. An explanation of these risks investments may be difficult to realise. and how they are managed is contained in The Company manages its investment risk within note 15 to the financial statements. Additional the restrictions of maintaining its qualifying risks faced by the Company are listed below. VCT status by using the following methods: Market conditions • the active monitoring of its investments by There is a risk that geopolitical and economic the Investment Manager and the Board; events can impact the prospects of some of • seeking Board representation associated the Company’s investments. The Investment with each investment, if possible; Manager mitigates the risk by maintaining close | contact with all investee companies as well | • seeking to hold larger investment stakes by | | --- | --- | | as by maintaining a diverse portfolio. Further | co-investing with other companies managed | | details of the investments are set out in the | by the Investment Manager, so as to gain | | Investment Manager’s Report from pages 6 to 13. | more influence over the investment; | • ensuring a spread of investments is achieved. Investment risk Inappropriate stock selection leading to Business review and future developments underperformance in absolute and relative The Company’s business review and future terms is a risk that the Investment Manager and developments are set out in the Chairman’s the Board mitigate by reviewing performance Statement, the Investment Manager’s Report and throughout the year and formally at Board the Investment Portfolio Summary on pages 2 to 16. meetings. There is also a regular review by the Board of the investment mandate and long-term Key performance indicators investment strategy, and monitoring of whether the At each Board meeting, the Directors consider a Company should change its investment strategy. number of performance measures to assess the Company’s success in meeting its objectives. Regulatory risk The Board believes the Company’s key performance The Company operates in a complex regulatory indicators are movement in NAV per Ordinary environment and faces a number of related risks. Share and Total Return per Ordinary Share. A breach of s274 of the Income Tax Act 2007 could The Board considers that the Company has no result in the Company being subject to capital gains non-financial key performance indicators. In on the sale of investments. A breach of the VCT addition, the Board considers the Company’s regulations could result in the loss of VCT status and compliance with the VCT regulations to ensure consequent loss of tax relief currently available to that it will maintain its VCT status. An analysis of shareholders. Serious breach of other regulations, the Company’s key performance indicators and such as the UKLA Listing Rules and the Companies the performance of the Company’s portfolio and Act 2006, could lead to suspension from the Stock specific investments is included in the Chairman’s Exchange. The Board receives quarterly reports to Statement, the Investment Manager’s Report and monitor compliance with regulations and engages the Investment Portfolio Summary on pages 2 to 16. 30 STRATEGIC REPORT > CONTINUED Viability statement on the needs and priorities of its shareholders, as well as considering the wider community, The Directors have conducted a robust assessment including the Company’s service providers of the principal risks facing the Company, and its investee companies (as disclosed in including those that would threaten its business the Investment Manager’s Report on pages 6 model, future performance, solvency or liquidity. and 7). The Board considers that the Company This is summarised above. The Directors have does not have customers, only shareholders, assessed the prospects of the Company for the and its suppliers are the service providers. three-year period from the Balance Sheet date. This is a period for which developments are The Annual Report as a whole, sets out how the considered to be reasonably foreseeable. This Board promotes the success of the Company for the review included consideration of compliance benefit of its shareholders. The Board is focused on with the VCT regulations, the Company’s current high standards of business conduct and recognises financial position and expected cash flows for the need to act fairly between shareholders. Further the period and the current economic outlook. details on relations with shareholders is set out in the Corporate Governance Statement on page 40. Based on this review, the Directors have concluded that there is a reasonable expectation that they The Board engages with the Investment Manager will have access to adequate cash resources to at every Board meeting, to ensure that there is a enable the Company to continue in operation close and constructive working relationship and a and meet its liabilities, as they fall due over good understanding of the investee companies. the three-year period to 28 February 2027. The Company also engages regularly with its other service providers. The Board ensures that Section 172 statement – Duty to promote the the interests of current and potential stakeholders, success of the company and the impact of the Company’s investments on Section 172 of the Companies Act requires the wider community and the environment, are directors of a company to act in the way they taken into account when decisions are made. consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing David Buchler so have regard (among other matters) to: Chairman (a) the likely consequences of any decision in the 14 June 2024 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. The Company does not have any employees, and delegates day-to-day operations to service providers. The Board’s principal concern is to focus 31 ## Directors’ Report ### The Directors present their Annual Report and ### the audited financial statements of the Company ### for the year ended 29 February 2024. ### The Company’s Registered Number is ### 10376236. The Company has, in accordance ### with Section 414C 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. 32 DIRECTORS’ REPORT > CONTINUED Results and dividends annual running costs of the Company are subject to a cap of 3.5% of the Company’s Net The results for the financial year are set out Assets as at the end of the accounting period. on page 50. The Directors will not propose a resolution at the Annual General Meeting to The Company has delegated company secretarial pay a final dividend (2023: nil). It is the aim of and other accounting and administrative support to the Directors to maximise tax-free distributions PI Administration Services Limited for an aggregate to shareholders by way of dividends paid out of annual fee of 0.35% of the NAV of the Fund at income received from investments and capital each quarter end, payable quarterly in arrears. gains received following successful realisations. The Investment Manager will also be entitled Post Balance Sheet events to a Performance Incentive Fee (“PIF”) payable in relation to each accounting period, subject Details of material post Balance Sheet events are to the Performance Value per Share exceeding set out in note 20 to the financial statements. the High Water Mark (being the higher of 110p and the highest Performance Value per Share at Future developments the end of any previous accounting period). That The long-term strategy of the Company has been amount will be allocated, at the discretion of the disclosed in page 29 of the Strategic Report. Investment Manager, between the Investment Manager itself and the management team. Capital structure Under the previous performance incentive The issued share capital of the Company is arrangement, 3,895,834 Ordinary Shares (as set detailed in note 13 to the financial statements. out in note 12 to the financial statements) are held Details of share voting rights and authority to by the Investment Manager and members of the repurchase Ordinary Shares are disclosed in the investment management team (“Performance Corporate Governance Statement on page 41. Incentive Shares”). Under the terms of the incentive arrangement, all rights to dividends will be Directors waived, except amounts payable under the new The Directors of the Company during the PIF will, where possible, be paid as a dividend year and their beneficial interests in the through these Performance Incentive Shares. issued Ordinary Shares of the Company It is the Directors’ opinion that the continued at 29 February 2024 were as follows: appointment of the Investment Manager, Puma Investments, on the terms agreed, is | 0.0005p Ordinary Shares | | | | in the best interests of the shareholders as | | --- | --- | --- | --- | --- | | 29 February | | 28 February | | a whole. The Investment Manager is part of | | | 2024 | | 2023 | the Shore Capital Group, which has a proven | track record in VCT management and has David Buchler (Chairman) 20,200 20,200 a strong network within the industry. Graham Shore 51,000 51,000 Stephen Hazell-Smith 20,200 20,200 Corporate Governance Statement The Company’s Corporate Governance Statement is set on page 38 to 41 and forms part of the No options over the share capital of the Company Directors’ Report. have been granted to the Directors. There have been no changes in the holdings of the Directors Global greenhouse gas emissions since the year-end. The Company has no physical assets, operations, premises or employees of its own. Consequently, Investment management, administration it consumed less than 40,000kWh of energy during and performance fees the year, so has no greenhouse gas emissions The Company has delegated the investment to report from its operations, nor does it have management of the portfolio to Puma Investment responsibility for any other emission-producing Management Limited (“Puma Investments”). The sources under the Companies Act 2006 (Strategic principal terms of the Company’s management Report and Directors’ Report) Regulations 2013. agreement with Puma Investments are set out in note 3 to the financial statements. The 33 DIRECTORS’ REPORT > CONTINUED Going concern Third-party indemnity provision for Directors The Board receives regular reports from Puma Qualifying third-party indemnity provision was in Investments, and in accordance with the guidance place for the benefit of all Directors of the Company. issued by the Financial Reporting Council, the Directors have considered a period of 12 months Independent auditor from the date of this report for the purposes A resolution to reappoint MHA as independent of determining the Company’s going concern auditor will be proposed at the next Annual status. As part of this assessment, they have taken General Meeting. into consideration the geopolitical climate, and believe that there are no material uncertainties Statement as to disclosure of information to leading to significant doubt. On this basis, the the auditor Directors believe that it is appropriate to continue The Directors in office at the date of this report to apply the going concern basis in preparing have confirmed that, as far as they are each the financial statements. This is appropriate, as aware, there is no relevant audit information the Company’s listed shares are held for liquidity of which the auditor is unaware. Each of the purposes and will be sold as and when required Directors has confirmed that they have taken to ensure the Company has adequate cash all the steps that they ought to have taken as reserves to meet the Company’s running costs. Directors in order to make themselves aware of any relevant audit information and to establish Financial instruments that it has been communicated to the auditor. The material risks arising from the Company’s financial instruments are market price risk, credit Annual General Meeting risk, liquidity risk and interest rate risk. The Board The Annual General Meeting of the Company reviews and agrees policies for managing each will be held at Cassini House, 57 St James’s of these risks, and these are summarised in note Street, London SW1A 1LD on 13th August 2024 at 15 to the financial statements. These policies 11.00am. Notice of the Annual General Meeting have remained unchanged since the beginning is inserted within this document. Members will of the financial year. As a Venture Capital Trust, be provided with a separate Form of Proxy. it is the Company’s specific business to evaluate and control the investment risk in its portfolio. Statement of Directors’ responsibilities The Directors are responsible for preparing the Substantial shareholdings Strategic Report, the Directors’ Report, the As at 29 February 2024 and as at the date of Directors’ Remuneration Report and the financial this report, the Company had been notified statements in accordance with applicable laws that the following direct interests, which and regulations. previously represented 3% or more of the issued share capital of the Company, have Company law requires the Directors to prepare now dropped below that threshold. financial statements for each financial year. Under that law, the Directors have elected to prepare the financial statements in accordance with Number Percentage United Kingdom Generally Accepted Accounting of shares of voting rights Practice (United Kingdom Accounting Standards, At 29 At 28 At 29 At 28 comprising FRS 102 “The Financial Reporting Feb 2024 Feb 2023 Feb 2024 Feb 2023 Standard applicable in the UK and Republic of Ireland”, and applicable law). Under company Shore Capital International law, the Directors must not approve the financial Asset statements unless they are satisfied that they Management give a true and fair view of the state of affairs Limited 1,383,021 1,383,021 <3% <3% of the Company and of the profit or loss of the Company for that period. In preparing those financial statements, the Directors are required to: The above shareholding is held under the management performance incentive agreement explained in note 12 to the financial statements. 34 DIRECTORS’ REPORT > CONTINUED (a) select suitable accounting policies and then Directors’ statement regarding Annual Report apply them consistently; and Accounts The Directors consider that the Annual Report (b) make judgements and accounting estimates and Accounts, taken as a whole, is fair, that are reasonable and prudent; balanced and understandable and provides | (c) state whether applicable UK Accounting | | the information necessary for shareholders | | --- | --- | --- | | | Standards (comprising FRS 102 “The Financial | to assess the Company’s position and | | | Reporting Standard applicable in the UK | performance, business model and strategy. | and Republic of Ireland”, and applicable law) have been followed, subject to any material Electronic publication departures disclosed and explained in the The Directors are responsible for the maintenance financial statements; and integrity of the corporate and financial information included on the Company’s (d) prepare the financial statements on the going website. The financial statements are published concern basis unless it is inappropriate to on www.pumainvestments.co.uk, a website presume that the Company will continue maintained by the Investment Manager. in business. Legislation in the United Kingdom regulating The Directors are responsible for keeping adequate the preparation and dissemination of accounting records that are sufficient to show and the financial statements may differ from explain the Company’s transactions and disclose legislation in other jurisdictions. with reasonable accuracy at any time, the financial position of the Company and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the On behalf of the Board. Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence David Buchler for taking reasonable steps for the prevention Chairman and detection of fraud and other irregularities. 14 June 2024 Directors’ statement pursuant to the disclosure and transparency rules Each of the Directors, whose names and functions are listed in the Directors’ Biographies on page 27, confirms that, to the best of each person’s knowledge: (a) the financial statements, prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law), give a true and fair view of the assets, liabilities, financial position and profit/(loss) of the Company; and (b) the Chairman’s Statement, Investment Manager’s Report, Strategic Report and Directors’ Report contained in the Annual Report include a fair review of the development and performance of the business and the position of the Company together with a description of the principal risks and uncertainties that it faces. 35 ## 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 ### 13th August 2024. 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 33 (audited). policy is that the remuneration of non-executive Directors should reflect time spent and the Brief biographical notes on the Directors are given responsibilities borne by the Directors for the on page 27. 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 £64,000 (excluding VAT) as set out in note 4 to the are expected to be at the annual levels shown in financial statements. On 13 September 2017 the the table above. The Directors shall be paid by Directors were appointed for a period of 12 months, the Company all travelling, hotel and other after which either party must give three calendar expenses they may incur in attending meetings of months’ notice to end the contract. the 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 Directors’ and Officers’ liability insurance cover is received emoluments as detailed below: held by the Company in respect of the Directors. Audited Audited Statement of voting at Annual General Meeting | year ended | | year ended | | | | --- | --- | --- | --- | --- | | 29 Feb2024 | | 28 Feb2023 | | Resolutions to approve the Directors’ Remuneration | | | £ | | £ | | Policy and the Directors’ Remuneration Report were approved by shareholders at the AGM on 27 David Buchler (Chairman) 25,000 25,000 July 2023. Votes cast are summarised as follows: Stephen Hazell-Smith 18,000 18,000 Graham Shore 18,000 18,000 Directors’ Directors’ Remuneration Remuneration 61,000 61,000 Policy Report For 99.0% 99.0% Against 1.0% 1.0% Number of votes withheld - - 36 DIRECTORS' REMUNERATION REPORT > CONTINUED ### Performance graph The following chart represents the Company's performance from inception to 29 February 2024, 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 14 June 2024 37 ## 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 “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, by the board of a well-functioning investment who report against the AIC Code, will be meeting company should be spent on matters of general their obligations in relation to the UK Code and the corporate governance (e.g. the investment associated disclosure requirements under paragraph strategy, policy and performance). 9.8.6 of the Listing Rules. The AIC Code is available VCT 13 is committed to maintaining high standards on the AIC’s website www.theaic.co.uk. It includes in corporate governance. With the exception of the an explanation of how the AIC Code adapts the limited items outlined below, the Directors consider principles and provisions set out in the UK Code to that VCT 13 has, throughout the year under review, make them relevant for investment companies. complied with the provisions set out in the AIC Code: Corporate governance within the investment • Provision 14 – Due to the size of the Board, company industry differs from that of other the role of Chairman and Senior Independent companies. In addition, VCTs differ from most Director are both performed by David Buchler. other investment companies in that they have, The recommendation in the Code is for the developed over many years, a complex range of Senior Independent Director and Chairman additional legal, tax and regulatory requirements. to be separate positions on the Board. The Puma VCT 13 as a VCT has particular factors Board believes that David Buchler’s experience that have an impact on its governance allows him to exercise proper judgement arrangements; these are outlined below: in distinguishing between the roles. • The VCT outsources all day-to-day activities (such as • Provisions 22, 28, 37 – Due to the size of the Board portfolio management, administration, accounting, and because there are no executive Directors custody and company secretarial). This means or senior management, the Company does not that it is governed entirely by a Board of Non- have a nominations committee or remuneration Executive Directors. In these circumstances, the committee. Since appointment there have been proper oversight of these relationships is the key no changes to the Board of the Directors or the aspect of achieving good corporate governance. Directors’ remuneration. The Board does not have plans in place for orderly succession to the Board. • The VCT does not have executive Directors or employees. As a consequence, the only ‘corporate • Provision 26 – Due to the size of the Board, memory’ is that of the Non-Executive Directors. a formal annual performance evaluation of the Board, its committees and the individual • The VCT does not have customers, Directors has not been undertaken. Specific only shareholders. performance issues are dealt with as they arise. The AIC Code deals with matters such as the • Provision 29 – Due to the size of the Board, the relationship with the manager and other service Chairman of the Company is also the Chairman providers. In practice, most of the time spent of the Audit Committee. The recommendation 38 CORPORATE GOVERNANCE STATEMENT > CONTINUED in the Code is that the Chairman of the The Board has also established procedures, Company should not be a member of the Audit whereby Directors wishing to do so in the Committee. The Board believes that David furtherance of their duties, may take independent Buchler’s experience allows him to exercise proper professional advice at the Company’s expense. judgement in distinguishing between the roles. All Directors have access to the advice and services of the Company Secretary. The Company The Board Secretary provides the Board with full information The Company has a Board comprising three non- on the Company’s assets and liabilities and executive Directors. All Directors are independent other relevant information requested by the as defined by the Code, except for Graham Shore Chairman, in advance of each Board meeting. as a result of his holding an interest in the parent of the Investment Manager. The Board considers The Board has not established a nominations that all Directors have sufficient experience to committee or remuneration committee, as it be able to exercise proper judgement within the considers the Board to be small and comprise meaning of the Code. The Board has appointed wholly non-executive Directors. Appointments David Buchler as the Senior Independent Director of new Directors and Directors’ remuneration are and he is also the Chairman. Biographical details dealt with by the full Board. The remuneration for of all Board members are shown on page 27. 2024/25 for the Board will be as per the prospectus. In accordance with the recommendations of the The Board reviewed Directors’ remuneration Code, all the Directors will retire at the forthcoming during the year. Details of the specific levels of Annual General Meeting and, being eligible, remuneration to each Director are set out in the will offer themselves for re-election. The Board Directors’ Remuneration Report on page 36, believes that all the Directors have made valuable and this is subject to shareholder approval. contributions during the year and remain committed There had been no changes to the composition to the role. The Board therefore recommends of the Board since the date of issue of the that shareholders re-elect David Buchler, Stephen prospectus, and there are no planned changes. Hazell-Smith and Graham Shore as Directors at As a result, the Company does not have plans the forthcoming Annual General Meeting. in place for orderly succession to the Board. Full Board meetings take place quarterly, and Audit Committee additional meetings are held as required to address specific issues. The Board has a formal The Audit Committee comprises the two schedule of matters specifically reserved for its independent non-executive Directors. It is decision. These include: chaired by David Buchler and meets annually with the external auditor prior to approval of the • considering recommendations from the Company’s financial statements. There was one Investment Manager; Audit Committee meeting during the year, which was attended by both independent non-executive • making all decisions concerning the acquisition Directors. The Audit Committee monitors the or disposal of qualifying investments; and external auditor’s independence, the effectiveness • reviewing annually, the terms of engagement of the audit process and other relevant matters. of all third-party advisers (including The Audit Committee receives written confirmation investment managers and administrators). each year of the external auditor’s independence. The Board makes decisions and sets policies in The Audit Committee considered the need for an line with its purpose and outlined strategy. internal audit function and concluded that this The attendance of individual Directors at full function would not be an appropriate control for Board meetings during the year was as follows: a Venture Capital Trust. The Audit Committee considers that the significant issues in relation to these financial statements relate to the carrying Board meetings value and disclosure of the unquoted investments. David Buchler 4/4 The Audit Committee challenges findings and comments received from the Investment Manager Graham Shore 4/4 on the financial performance of the investments. Stephen Hazell-Smith 4/4 39 CORPORATE GOVERNANCE STATEMENT > CONTINUED The Audit Committee, after taking into auditor about its reporting responsibilities is set consideration comments from the Investment out in the Auditor’s Report on pages 42 to 48. Manager and Administrator regarding the Internal control effectiveness of the audit process, recommends to the Board that MHA continues in office. The Board is responsible for the Company’s system of internal controls, which have been The Audit Committee reviews and agrees the designed to provide reasonable, but not absolute, audit strategy paper, presented by the auditor in assurance against material misstatement or loss. advance of the audit, which sets out the significant risk areas to be covered during the audit. The The Board is responsible for ensuring that the Audit Committee meets prior to the approval of procedures to be followed by the advisers and the financial statements to consider the auditor’s the Directors are in place, and for reviewing findings and challenge the work performed, the effectiveness of the system of internal especially in relation to unquoted investments. controls on a regular basis, to ensure that the controls remain relevant and are operating When considering the effectiveness of the effectively. The Board will implement additional external audit, the Board considers the quality and controls if it considers it appropriate to do so. content of the Audit Plan and Report provided to the Committee by the auditor and the resultant The Directors confirm that they have established reporting and discussions on topics raised. a continuing process throughout the year and up to the date of this report for identifying, The Audit Committee approves the provision of evaluating and managing the significant any non-audit work prior to it being undertaken. potential risks faced by the Company, and No non-audit fees were charged during the year. have reviewed the effectiveness of the internal The Audit Committee Terms of Reference control and risk management systems. are on the Investment Manager’s website As part of this process, an annual review of the at www.pumainvestments.co.uk. internal control and risk management systems is carried out in accordance with the Financial Relations with shareholders Reporting Council guidelines for internal Shareholders have the opportunity to control. There were no problems identified meet representatives of the investment from the Directors’ annual review of the internal management team and the Board at the control and risk management systems. AGM. The Board is also happy to respond to any written queries made by shareholders, Although the Board is ultimately responsible or to meet shareholders if so requested. for safeguarding the assets of the Company, the Board has delegated, through written In addition to the formal business of the AGM, agreements, the day-to-day operation of representatives of the investment management the Company to the following advisers: team and the Board are available to answer any questions a shareholder may have. Administration PI Administration Services Separate resolutions are proposed at the AGM on Limited each substantially separate issue. The Registrars collate proxy votes and the results (together with Investment Puma Investment the proxy forms) are forwarded to the Company Management Management Limited Secretary immediately prior to the AGM. Proxy votes are announced at the AGM, following each Puma Investment Management Limited vote on a show of hands, except in the event of identifies investment opportunities and a poll being called. The Notice of the next AGM monitors the portfolio of investments and makes is at the end of this document. Members will recommendations to the Board in terms of be provided with a separate Form of Proxy. suggested disposals and further acquisitions. Puma Investment Management Limited holds Financial reporting a discretionary investment mandate for all The Directors’ statement of responsibilities for investments, although qualifying investments preparing the accounts is set out in the Directors’ decisions are all approved by the Board. Report on page 34, and a statement by the 40 CORPORATE GOVERNANCE STATEMENT > CONTINUED PI Administration Services Limited is engaged to Repurchase of ordinary shares carry out the accounting function and manages Although the ordinary shares are traded on the the retention of physical custody of the documents London Stock Exchange, there is likely to be of title relating to unquoted investments. an illiquid market and, in such circumstances, Quoted investments are held in CREST. shareholders may find it difficult to sell their ordinary shares in the market. In order to try to Internal control systems include production and improve the liquidity in the ordinary shares, the review of monthly management accounts. Both Board may establish a buy-back policy whereby the annual and interim report are reviewed and the Company will purchase ordinary shares for approved by the Board. All outflows made from cancellation. The Board has authority to make the VCT’s bank accounts require the authority market purchases of the Company’s own shares. of two signatories from Puma Investments, This authority for up to 14.99% of the Company’s the Investment Manager. The Investment issued share capital was granted at the 2023 Annual Manager is subject to internal monitoring General Meeting. A resolution will be put to the next as part of the Compliance Framework. Annual General Meeting to renew this authority. The Board review the performance of the | Investment Manager and are satisfied with | Gearing | | --- | --- | | the performance. It is considered it would | The Board has the authority to borrow up to | | be unnecessarily burdensome to establish | 50% of the amount received from the issued | | a separate management engagement | share capital, but there are currently no | | committee given the entity’s size. | plans to take advantage of this authority. | Board diversity and inclusion The Board currently comprises all male Directors. On behalf of the Board The Board is conscious of the need for diversity and will consider male and female candidates from all backgrounds and walks of life when David Buchler appointing new Directors. The Board considers Chairman that each candidate should be appointed on merit with reference to their professional achievement, 14 June 2024 skill set and experience to make sure the best candidate for the role is appointed when required. The Manager has an equal opportunities policy and as at 29th February 2024, employed 59 men and 51 women (54%/46%). 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 11 to the financial statements. 41 ## 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 43 ### to 44 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 We have audited the financial statements of the • have been properly prepared in accordance with Company for the year ended 29 February 2024. the requirements of Companies Act 2006. The financial statements that we have Our opinion is consistent with our audited comprise: reporting to the Audit Committee. • the Income Statement Basis for opinion • the Balance Sheet We conducted our audit in accordance with • the Statement of Cash Flows International Standards on Auditing (UK) (ISAs • the Statement of Changes in Equity, and (UK)) and applicable law. Our responsibilities under those standards are further described in • Notes 1 to 20 of the financial statements, the Auditor Responsibilities for the Audit of the including the accounting policies. Financial Statements section of our report. We The financial reporting framework that has been are independent of the Company in accordance applied in the preparation of the Company’s with the ethical requirements that are relevant to financial statements is United Kingdom Accounting our audit of the financial statements in the UK, Standards, including Financial Reporting Standard including the FRC’s Ethical Standard as applied 102 The Financial Reporting Standard applicable in to listed public interest entities, and we have the UK and Republic of Ireland (United Kingdom fulfilled our ethical responsibilities in accordance Generally Accepted Accounting Practice). with those requirements. We believe that the audit evidence we have obtained is sufficient and In our opinion the financial statements: appropriate to provide a basis for our opinion. • give a true and fair view of the state of the Company’s affairs as at 29 February 2024 Conclusions relating to going concern and its loss for the year then ended; In auditing the financial statements, we have concluded that the Directors' use of the going • have been properly prepared in accordance concern basis of accounting in the preparation with United Kingdom Generally Accepted of the financial statements is appropriate. Accounting Practice; and 42 INDEPENDENT AUDITOR’S REPORT > CONTINUED Our evaluation of the Directors’ assessment of the quantum of liquid investments, such the Company’s ability to continue to adopt the as the quoted investments at year end. going concern basis of accounting included: • Considering the impact of market volatility and • The consideration of inherent risks to the uncertainty, including as a result of continuing Company’s operations and specifically its geopolitical and economic conditions. business model. • Calculating financial ratios to ascertain • The evaluation of how those risks might impact the financial health of the Company. on the Company’s available financial resources. Based on the work we have performed, we • Obtaining the Puma VCT 13 compliance reports have not identified any material uncertainties prepared by management’s expert during relating to events or conditions that, individually the year and as at year end and reviewing the or collectively, may cast significant doubt on the calculations therein to ensure that the Company Company’s ability to continue as a going concern was meeting its requirements to retain VCT status. for a period of at least twelve months from when the financial statements are authorised for issue. • Consideration of the Company’s expected future compliance with legislation, the absence of In relation to the Company’s reporting on how bank debt, contingencies and commitments it has applied the UK Corporate Governance and any market or reputational risks. Code, we have nothing material to add or draw attention to in relation to the Directors’ statement • Reviewing the forecasted cashflows that in the company’s financial statements about support the Directors’ assessment of the whether the directors considered it appropriate going concern, challenging assumptions and to adopt the going concern basis of accounting. judgements made in the forecasts, and assessing them for reasonableness, by considering the Our responsibilities and the responsibilities of available cash resources relative to the forecast the directors with respect to going concern are expenditure, which was assessed against described in the relevant sections of this report. the prior year for reasonableness, as well as 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 2024 2023 Overall materiality £1,245.8k £917.8k 1.03% (2023: 1%) of the net assets KEY AUDIT MATTERS Recurring • Valuation of investments 43 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. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. VALUATION OF INVESTMENTS Key audit As at 29 February 2024, the Company held unquoted investments of £78.5m (2023: matter £57.1 m). 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 a significant risk. 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 • Obtained the most recent financial statements of the underlying investee companies. responded to the key • Obtained an understanding of the Company’s unquoted investments held at the audit matter year-end, including reviewing underlying investment agreements and other relevant documentation to confirm the units of holdings held. • Formed 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 and consistent with the requirements of FRS 102. • Reviewed and challenged management’s investment valuation calculations and checked the methodology used in management's investment valuations are 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 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. • Considered whether any other events that occurred subsequent to the period end affect the underlying assumptions of the valuations at 29 February 2024. • Considered the appropriateness of the disclosures in the financial statements in respect of unquoted investments. Key We found the approach taken in respect of valuation of investments to be accurate and observations we have concluded that the assumptions and judgements made by management in the application of the valuation model were reasonable and supportable. 44 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 materiality | £1,245.8k (2023: £917.8k) | | --- | --- | | Basis of determining overall materiality | We determined materiality based on 1.03% (2023: 1%) of net assets value. We have considered net asset value per share to be the Company's key performance indicator and is considered to be one of the principal considerations for members of the Company when assessing financial performance and for this reason, we selected net assets as the benchmark upon which we base materiality. | | Performance materiality | £872.1k (2023: £642.5k) | | Basis of determining overall performance materiality | We determined performance materiality based on 70% (2023: 70%) of overall materiality. Performance materiality is the application of materiality at the individual account or balance level, set at an amount to reduce, to an appropriately low level, the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole. The determination of performance materiality reflects our assessment of the risk of undetected errors existing, the nature of the systems and controls and the level of misstatements identified in previous audits. | | Error reporting threshold | We agreed to report any corrected or uncorrected adjustments exceeding £62.2k (2023: £44.8k) to the Audit Committee as well as differences below this threshold that in our view warranted reporting on qualitative grounds. | ### The control environment We evaluated the design and implementation of those internal controls of the Company which are relevant to our audit, such as those relating to the financial reporting cycle. We deployed our internal IT audit specialists to obtain an understanding of the general IT environment. 45 INDEPENDENT AUDITOR’S REPORT > CONTINUED Reporting on other information Based on the work undertaken as part of our audit, we have concluded that each of the following The other information comprises the information elements of the Corporate Governance Statement is included in the annual report other than the financial materially consistent with the financial statements statements and our auditor’s report thereon. The and our knowledge obtained during the audit: directors are responsible for the other information contained within the annual report. Our opinion on • Directors' statement with regards the the financial statements does not cover the other appropriateness of adopting the going concern information and, except to the extent otherwise basis of accounting and any material explicitly stated in our report, we do not express uncertainties identified set out on page 34; any form of assurance conclusion thereon. Our responsibility is to read the other information and, in • Directors’ explanation as to its assessment of doing so, consider whether the other information is the group’s prospects, the period this assessment materially inconsistent with the financial statements, covers and why the period is appropriate or our knowledge obtained in the course of the audit, set out on page 33; or otherwise appears to be materially misstated. If • Director’s statement on whether it has a we identify such material inconsistencies or apparent reasonable expectation that the group will be material misstatements, we are required to determine able to continue in operation and meets whether this gives rise to a material misstatement its liabilities set out on page 34; in the financial statements themselves. If, based on the work we have performed, we conclude • Directors' statement on fair, balanced and that there is a material misstatement of this other understandable set out on page 35; information, we are required to report that fact. • Board’s confirmation that it has carried out a We have nothing to report in this regard. robust assessment of the emerging and principal risks set out on page 30; Strategic Report and Directors’ Report • Section of the annual report that describes the In our opinion, based on the work review of effectiveness of risk management and undertaken in the course of the audit: internal control systems set out on page 40; and • the information given in the Strategic Report • Section describing the work of the audit and the Directors’ Report for the financial year committee set out on page 39 for which the financial statements are prepared is consistent with the financial statements; and Matters on which we are required to report by exception • the Strategic Report and the Directors’ Report have been prepared in accordance We have nothing to report in respect of the with applicable legal requirements. following matters in relation to which the Companies Act 2006 requires us to report to In light of the knowledge and understanding you if, in our opinion: of the Company and its environment obtained in the course of the audit, we have • adequate accounting records have not been not identified material misstatements in the kept, or returns adequate for our audit have not Strategic Report or the Directors’ Report. been received by branches not visited by us; or • the financial statements are not in agreement Directors’ Remuneration Report with the accounting records and returns; or Those aspects of the Director’s Remuneration Report which are required to be audited have been prepared • certain disclosures of directors’ remuneration in accordance with applicable legal requirements. specified by law are not made; or • the part of the directors’ remuneration report Corporate Governance Statement to be audited is not in agreement with the We have reviewed the Directors’ statement in accounting records and returns; or relation to going concern, longer-term viability and • we have not received all the information and that part of the Corporate Governance Statement explanations we require for our audit. relating to the entity’s compliance with the provisions of the UK Corporate Governance Code specified for our review by the Listing Rules. 46 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 or have no realistic alternative but to do so. and sector, the control environment, business performance including remuneration policies Auditor responsibilities for the audit of the and the Company’s own risk assessment financial statements that irregularities might occur as a result of fraud or error. From our sector experience Our objectives are to obtain reasonable assurance and through discussion with the directors, about whether the financial statements as a we obtained an understanding of the legal whole are free from material misstatement, and regulatory frameworks applicable to the whether due to fraud or error, and to issue Company focusing on laws and regulations that an auditor’s report that includes our opinion. could reasonably be expected to have a direct Reasonable assurance is a high level of assurance material effect on the financial statements, but is not a guarantee that an audit conducted such as provisions of the Companies Act 2006, in accordance with ISAs (UK) will always detect the FCA listing and DTR rules, the principles of a material misstatement when it exists. the UK Corporate Governance Code, industry Misstatements can arise from fraud or error practice represented by the Statement of and are considered material if, individually or in Recommended Practice: Financial Statements aggregate, they could reasonably be expected to of Investment Trust Companies and Venture influence the economic decisions of users taken Capital Trusts (“the SORP”) and updated in on the basis of these financial statements. July 2022 with consequential amendments and the applicable financial reporting A further description of our responsibilities for framework. We also considered the Company’s the financial statements is located on the FRC’s qualification as a VCT under UK tax legislation. website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. • We enquired with the directors and management concerning the Company’s Extent to which the audit was considered capable policies and procedures relating to: of detecting irregularities, including fraud – identifying, evaluating and complying with the Irregularities, including fraud, are instances of laws and regulations and whether they were non-compliance with laws and regulations. We aware of any instances of non-compliance; design procedures in line with our responsibilities, outlined above, to detect material misstatements – detecting and responding to the risks of in respect of irregularities, including fraud. fraud and whether they had any knowledge of actual or suspected fraud; and These audit procedures were designed to provide reasonable assurance that the financial – the internal controls established to statements were free from fraud or error. The risk mitigate risks related to fraud or non- of not detecting a material misstatement due to compliance with laws and regulations. fraud is higher than the risk of not detecting one 47 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 including fraud and considered the fraud risk February 2022. The period of total uninterrupted areas to the valuation of unquoted investments engagement including previous renewals and management override of controls. Our and reappointments of the firm is 3 years. 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 Audit response to risks identified This report is made solely to the Company’s members, as a body, in accordance with Chapter In respect of the above procedures: 3 of Part 16 of the Companies Act 2006. Our audit • audit procedures performed by the work has been undertaken so that we might state engagement team in connection with to the Company’s members those matters we are the risks identified included: required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted – reviewing financial statement disclosures by law, we do not accept or assume responsibility and testing to supporting documentation to anyone other than the Company and the to assess compliance with applicable laws Company’s members as a body, for our audit work, and regulations expected to have a direct for this report, or for the opinions we have formed. impact on the financial statements. – testing journal entries, including those processed late for financial statements Rakesh Shaunak FCA preparation, those posted by infrequent (Senior Statutory Auditor) or unexpected users, those posted to for and on behalf of MHA, Statutory Auditor unusual account combinations; London, United Kingdom – evaluating the business rationale of significant 14 June 2024 transactions outside the normal course of business, and reviewing accounting estimates for bias; – enquiry of management around actual and potential litigation and claims. – challenging the assumptions and judgements made by management in its significant accounting estimates, in particular those relating to the determination of the investments valuation in the key audit matter section of our report; and – obtaining independent confirmations from third parties to confirm existence of a sample of transactions and balances. – reviewing minutes of meetings of those charged with governance for the period for instances of non-compliance with laws and regulations. • 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. 48 49 # Income Statement FOR THE YEAR ENDED 29 FEBRUARY 2024 | | Note | Year ended 29 February 2024 | | | Year ended 28 February 2023 | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | (Loss)/gain on fixed asset investments | 8 (b) | - | (6,478) | **(6,478)** | - | 5,151 | **5,151** | | Gain on current asset investments | | - | 551 | **551** | - | - | - | | Income | 2 | 857 | - | **857** | 200 | - | **200** | | | | **857** | **(5,927)** | **(5,070)** | **200** | **5,151** | **5,351** | | Investment management fees | 3 | (572) | (1,715) | **(2,287)** | (366) | (1,097) | **(1,463)** | | Performance fee | 3 | - | - | - | - | (673) | **(673)** | | Other expenses | 4 | (740) | - | **(740)** | (511) | - | **(511)** | | | | **(1,312)** | **(1,715)** | **(3,027)** | **(877)** | **(1,770)** | **(2,647)** | | **(Loss)/profit before tax** | | **(455)** | **(7,642)** | **(8,097)** | **(677)** | **3,381** | **2,704** | | Tax | 5 | - | - | - | - | - | - | | **(Loss)/profit after tax** | | **(455)** | **(7,642)** | **(8,097)** | **(677)** | **3,381** | **2,704** | | Basic and diluted (loss)/profit per Ordinary Share (pence) | 6 | (0.53p) | (8.89p) | **(9.42p)** | (1.28p) | 6.39p | **5.11p** | 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. 50 # Balance Sheet AS AT 29 FEBRUARY 2024 | | Note | As at 29 February 2024 £'000 | As at 28 February 2023 £'000 | | --- | --- | --- | --- | | **Fixed assets** | | | | | Investments | 8 | 78,497 | 58,544 | | **Current assets** | | | | | Cash at bank | | 15,289 | 34,289 | | Applications cash^{1} | | 6,756 | 6,281 | | Investments | 10 | 24,799 | - | | Debtors | 9 | 619 | 255 | | | | **47,463** | **40,825** | | **Current liabilities** | 11 | (7,414) | (7,601) | | **Net current assets** | | **40,049** | **33,224** | | **Net assets** | | **118,546** | **91,768** | | **Capital and reserves** | | | | | Called up share capital | 13 | 50 | 36 | | Share premium | | 8,104 | 57,207 | | Capital reserve - realised | | (4,249) | (2,269) | | Capital reserve - unrealised | | 13,757 | 19,420 | | Revenue reserve | | (2,238) | 17,374 | | Special distributable reserve | | 103,122 | - | | **Total equity** | | **118,546** | **91,768** | | **Net Asset Value per Ordinary Share** | 14 | **124.48p** | **133.05p** | $^{1}$Funds raised from investors since VCT $^{13}$ opened for new investment in December $^{2}$023 which have not been allotted as at year end. The financial statements on pages 50 to 65 were approved and authorised for issue by the Board of Directors on $^{14}$ June $^{2}$024 and were signed on their behalf by: **David Buchler** Chairman 51 # Statement of Cash Flows FOR THE YEAR ENDED 29 FEBRUARY 2024 | | Note | Year ended 29 February 2024 £'000 | Year ended 28 February 2023 £'000 | | --- | --- | --- | --- | | **Reconciliation of profit before tax to net cash used in operating activities** | | | | | (Loss)/profit after tax | | (8,097) | 2,704 | | Loss/(gain) on fixed asset investments | | 6,478 | (5,151) | | Gain on current asset investments | | (551) | - | | Increase in debtors | | (364) | (146) | | Decrease in creditors | | (662) | (849) | | **Outflow from operating activities** | | **(3,196)** | **(3,442)** | | **Cash flow from investing activities** | | | | | Purchase of fixed asset investments | | (27,631) | (15,732) | | Purchase of current asset investments | | (24,249) | - | | Proceeds from disposal of investments | | 1,201 | 3,567 | | **Outflow from investing activities** | | **(50,679)** | **(12,165)** | | **Cash flow from financing activities** | | | | | Proceeds received from issue of ordinary share capital | | 36,322 | 42,683 | | Expense paid for issue of share capital | | (591) | (647) | | Movement in applications account | | 475 | 6,281 | | Shares cancelled in year | | (856) | - | | Dividends paid to shareholders | | - | (5,324) | | **Inflow from financing activities** | | **35,350** | **42,993** | | **Net (decrease)/increase in cash and cash equivalents** | | **(18,525)** | **27,386** | | Cash and cash equivalents at the beginning of the year | | 40,570 | 13,184 | | **Cash and cash equivalents at the end of the year** | | **22,045** | **40,570** | | **Cash and cash equivalents comprise** | | | | | Cash at bank | | 15,289 | 34,289 | | Applications cash | 19 | 6,756 | 6,281 | | **Cash and cash equivalents at the end of the year** | | **22,045** | **40,570** | 52 ## Statement of Changes in Equity FOR THE YEAR ENDED 29 FEBRUARY 2024 | Called up | | | Share | Capital | | Capital | | | | Special | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | share | premium | | reserve - | | reserve - | Revenue | | distributable | | | | | capital | account | | realised | unrealised | | reserve | | | reserve | Total | | | £’000 | | £’000 | £’000 | | £’000 | | £’000 | | £’000 | £’000 | Balance as at 1 March 2022 20 15,187 (2,216) 15,989 23,372 - 52,352 Comprehensive income for the year (Loss)/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, 16 42,020 - - (5,324) - 36,712 recognised 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 Comprehensive income for the year Loss after tax - - (1,960) (5,683) (454) - (8,097) Total comprehensive income for the year - - (1,960) (5,683) (454) - (8,097) Transactions with owners, recognised directly in equity Issue of shares 14 36,308 - - - - 36,322 Share issue cost - (591) - - - - (591) Cancellation of share premium - (84,820) - - - 84,820 - Repurchase of own shares - - - - - (856) (856) Total transactions with owners, 14 (49,103) - - - 83,964 34,875 recognised directly in equity Other movements Prior year fixed asset gains now realised - - (20) 20 - - - Re-classification to special distributable reserve - - - - (19,158) 19,158 - Total other movements - - (20) 20 (19,158) 19,158 - Balance as at 29 February 2024 50 8,104 (4,249) 13,757 (2,238) 103,122 118,546 The 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 expenses. The Special distributable reserve represents reserves available for dividends and repurchases of shares subject to additional VCT restrictions surrounding retention of the share capital and share premium account. 53 ## Notes to the Financial Statements FOR THE YEAR ENDED 29 FEBRUARY 2024 purposes and will be sold as and when required ## 1. Accounting policies to ensure the Company has adequate cash Accounting convention reserves to meet the Company’s running costs. Puma VCT 13 plc (“the Company”) was incorporated Cash and cash equivalents in England on 15 September 2016 and is registered and domiciled in England and Wales. The Cash, for the purposes of the cash flow statement, Company’s registered number is 10376236. The comprises cash at bank. Cash equivalents are registered office is Cassini House, 57 St James’s current asset investments which are disposable Street, London SW1A 1LD. The Company is a without curtailing or disrupting the business and public limited company (limited by shares) are either readily convertible into known amounts whose shares are listed on LSE with a premium of cash at or close to their carrying values. Interest listing. The Company’s principal activities and earned on cash balances is recorded as income. a description of the nature of the Company’s operations are disclosed in the Strategic Report. Investments All investments are measured at fair value through The financial statements have been prepared profit and loss. They are held as part of the Company’s under the historical cost convention, modified to investment portfolio and are managed in accordance include investments at fair value, and in accordance with the investment policy set out on page 29. with the requirements of the Companies Act 2006, including the provisions of the Large and Unquoted investments are stated at fair value by Medium-sized Companies and Groups (Accounts the Directors with reference to the International and Reports) Regulations 2008 and with FRS 102 Private Equity and Venture Capital Valuation “The Financial Reporting Standard applicable in (“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 the Statements of Investment Trust Companies and last 12 months or where the investee company is Venture Capital Trusts” issued in October 2019 by the in the early stage of development will usually be Association of Investment Companies (“the SORP”). valued at either the price of recent investment Monetary amounts in these financial statements or cost as the closest approximation to fair value, are rounded to the nearest whole £1,000, except except where the company’s performance against where otherwise indicated. The functional and plan is significantly different from expectations on presentational currency of the Company is sterling. which the investment was made, in which case a different valuation methodology will be adopted. Going concern • For investments that have been held for longer The Directors have considered a period of 12 months than 12 months, methods of valuation such as from the date of this report for the purposes of earnings or revenue-based multiples or Net Asset determining the Company’s going concern status, Value may be used to arrive at the fair value. which has been assessed in accordance with the • Investments in debt instruments are held at guidance issued by the Financial Reporting Council. amortised cost and accrue interest at the rate The Directors have a reasonable expectation that agreed within the Investment Agreement. the Company has adequate resources to continue Interest is shown separately within debtors. in operational existence for the foreseeable future and believe that it is appropriate to continue to • Realised gains and losses on the disposal of apply the going concern basis in preparing the investments are first recognised in the profit financial statements. This is appropriate as the and loss and subsequently taken to realised Company’s listed shares are held for liquidity capital reserves. 54 NOTES TO THE FINANCIAL STATEMENTS > CONTINUED • Unrealised gains and losses on the revaluation period exceeds the High Water Mark (being the of investments are first recognised in the profit higher of 110p and the highest Performance Value and loss and subsequently taken to unrealised per Share at the end of any previous accounting capital reserves. period) and multiplied by the number of Shares in issue at the end of the relevant period. • In preparation of the valuations of assets the Directors are required to make judgements and At each balance sheet date, the Company estimates that are reasonable and incorporate accrues for any performance fee payable their knowledge of the performance of the based on the calculation set out above. portfolio companies. A key judgement made in applying the above accounting policy relates Expenses to impairment of the investments. Valuations All expenses (inclusive of VAT) are accounted are based upon financial information received for on an accruals basis. Expenses are charged from the underlying investee companies, wholly to revenue, with the exception of: together with the extensive knowledge and expertise of the team who work closely with the • expenses incidental to the acquisition or disposal investee companies; a fair value is reached using of an investment charged to capital; and appropriate valuation techniques consistent • the investment management fee, 75% of which with the IPEV guidelines. Any deviations in has been charged to capital to reflect an element expectations of performance of the underlying which is, in the Directors’ opinion, attributable to companies are captured within the information the maintenance or enhancement of the value of received and, as such, reflected in the fair value. the Company’s investments in accordance with • Impairment of debt instruments is considered the Board’s expected long-term split of return; and when arriving at the valuations for equity • the performance fee which is charged to capital. shareholders. Loan notes are deducted from the overall enterprise value before distributing in line Taxation with the appropriate waterfall arrangements Corporation tax is applied to profits chargeable between equity shareholders. If the enterprise to corporation tax, if any, at the applicable rate value is greater than the debt instrument, the for the year. The tax effect of different items of loan note is not considered to be impaired. income/gain and expenditure/loss is allocated Income between capital and revenue return on the marginal basis as recommended by the SORP. Dividends receivable on listed equity shares are brought into account on the ex-dividend date. Deferred tax is recognised in respect of all timing Dividends receivable on unquoted equity shares differences that have originated but not reversed are brought into account when the Company’s at the Balance Sheet date, where transactions or right to receive payment is established and events that result in an obligation to pay more, or there is no reasonable doubt that payment will right to pay less, tax in the future have occurred at be received. Interest receivable is recognised the Balance Sheet date. This is subject to deferred wholly as a revenue item on an accruals basis. tax assets only being recognised if it is considered more likely than not that there will be suitable Performance fees taxable profits from which the future reversal of the Performance fees are payable to the Investment underlying timing differences can be deducted. Manager, Puma Investment Management Limited, Timing differences are differences arising between and members of the investment management team the Company’s taxable profits and its results as at 20% of the amount by which the Performance stated in the financial statements which are capable Value per Share at the end of an accounting of reversal in one or more subsequent periods. 55 ### 9 NOTES TO THE FINANCIAL STATEMENTS > CONTINUED Deferred tax is measured on a non-discounted basis statements above. Valuations are based upon at the tax rates that are expected to apply in the financial information received from the underlying periods in which timing differences are expected investee companies, together with the extensive to reverse, based on tax rates and laws enacted or knowledge and expertise of the team who work substantively enacted at the Balance Sheet date. closely with the investee companies. Any deviations in expectations of performance of the underlying Reserves companies are captured within the information received and, as such, reflected in the fair value. Realised losses and gains on investments, transaction costs, the capital element of the investment Further details of the unquoted investments management fee, performance fee and taxation are disclosed in the Investment Manager’s Report are taken through the Income Statement and on pages 6 to 13 and notes 8 and 15 to the recognised in capital reserve – realised on the Balance financial statements. Sheet. Unrealised losses and gains on investments are also taken through the Income Statement and are recognised in capital reserve – unrealised. The ## 2. Income special distributable reserve includes cancelled share premium and represents reserves available | | Year ended | | Year ended | | | --- | --- | --- | --- | --- | | for dividends and repurchases of shares subject to | 29 February | | 28 February | | | | | 2024 | | 2023 | additional VCT restrictions surrounding retention of the share capital and share premium account. £’000 £’000 Income from investments Debtors Qualifying interest income 305 147 Debtors include other debtors and accrued income. Qualifying dividend income 477 53 These are initially recorded at the transaction price Non-qualifying interest 75 - and subsequently measured at amortised cost, being income the transaction price less any amounts settled. 857 200 Creditors Creditors are initially measured at the transaction ## price and subsequently measured at amortised cost, 3. Investment management being the transaction price less any amounts settled. ## and performance fees Dividends Year ended Year ended Dividends payable are recognised as distributions 29 February 28 February in the financial statements when the VCT’s liability 2024 2023 to make the payment has been established. £’000 £’000 This liability is established on the record date, Puma Investments fees 2,287 1,463 the date on which those shareholders on the Performance fees - 673 share register are entitled to the dividend. 2,287 2,136 Key accounting estimates and assumptions The Company makes estimates and assumptions Puma Investment Management Limited (“Puma concerning the future. The resulting accounting Investments”) has been appointed as the Investment estimates and assumptions will, by definition, seldom Manager of the Company for an initial period of equal the related actual results. The estimates and five years, which can be terminated by not less assumptions that have a significant risk of causing a than 12 months’ notice, given at any time by either material adjustment to the carrying amounts of assets party, on or after the fifth anniversary. Puma within the next financial year relate to the fair value Investments has been appointed as the Investment of unquoted investments. Unquoted investments Manager for 6 years. The Board is satisfied with the are stated at fair value at each measurement date in performance of the Investment Manager. Under accordance with the appropriate valuation techniques the terms of this agreement Puma Investments consistent with the IPEV guidelines outlined in will be paid an annual fee of 2% of the Net Asset the Investments section in note 1 to the financial 56 ### 9 NOTES TO THE FINANCIAL STATEMENTS > CONTINUED Value payable quarterly in arrears calculated on the ## 5. Tax relevant quarter end NAV of the Company. These fees commenced on 19 March 2018 (the date of the first share allotment). These fees are capped, Year ended Year ended 29 February 28 February the Investment Manager having agreed to reduce 2024 2023 its fee (if necessary to nothing) to contain total annual costs (excluding performance fee and trail £’000 £’000 commission) to 3.5% of the Company’s net assets. UK corporation tax Total costs this year were 2.6% of the Company’s charged to revenue reserve - - net assets as at 29 February 2024 (2023: 2.2%). UK corporation tax In addition to the Investment Manager fees charged to capital disclosed above, during the year, Puma Investment reserve - - Management Limited charged fees of £366,723 UK corporation tax (2023: £375,197) as commission for share issue costs. charge for the period - - Factors affecting tax charge for the period ## 4. Other expenses Profit before taxation (8,097) 2,704 Tax charge calculated on profit before Year ended Year ended taxation at the 29 February 28 February applicable rate of 2024 2023 25%/19% (2,024) 514 £’000 £’000 Losses/(gains) on 1,482 (979) PI Administration 400 256 investments Services fees Tax losses carried 542 465 Directors’ remuneration 64 61 forward Social security costs 2 4 - - Auditor’s remuneration 74 68 for statutory audit Other expenses 200 122 The corporation tax rate for the current year 740 511 is 25% (2023: 19%). Capital returns are not taxable as the Company Puma Investments provides accounting and is exempt from tax on realised capital gains administrative services to VCT 13, payable quarterly while it continues to comply with the VCT in advance. The fee is calculated as 0.35% of VCT regulations, so no corporation tax is recognised 13’s NAV, using the latest published NAV and the on capital gains or losses. Due to the intention number of shares in issue at each quarter end. to continue to comply with the VCT regulations, | Directors’ fees paid in the year are disclosed | the Company has not provided for deferred | | --- | --- | | in the Directors’ Remuneration Report on | tax on any realised or unrealised capital gains | | page 36. The Company has no employees | and losses. No deferred tax asset has been | | other than non-executive Directors (2023: | recognised in respect of the tax losses carried | | none). The average number of non-executive | forward due to the uncertainty as to recovery. | Directors during the year was 3 (2023: 3). Auditor’s fees of £69,960 (2023: £59,400) have been grossed up in the table above to be inclusive of VAT. No non-audit services were provided by the Company’s auditor in the year (2023: £nil). Other expenses are made up of several smaller items, the largest being PR related costs. 57 NOTES TO THE FINANCIAL STATEMENTS > CONTINUED ## 6. Basic and diluted profit/(loss) per Ordinary Share Year ended 29 February 2024 | | Revenue | | Capital | Total | | --- | --- | --- | --- | --- | | | | £’000 | £’000 | £’000 | | Loss for the year | | (455) (7,642) (8,097) | | | | Weighted average number of shares in issue for the year | 89,893,382 89,893,382 89,893,382 | | | | Less: weighted average number of management incentive shares (see note 12) (3,895,834) (3,895,834) (3,895,834) Weighted average number of shares for purposes of profit/(loss) per share calculations 85,997,548 85,997,548 85,997,548 Loss per share (0.53p) (8.89p) (9.42p) Year ended 28 February 2023 | | Revenue | | Capital | Total | | --- | --- | --- | --- | --- | | | | £’000 | £’000 | £’000 | | (Loss)/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 12) (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 (1.28p) 6.39p 5.11p This calculation has been carried out in accordance with IAS 33. ## 7. Dividends The Directors will not propose a resolution at the Annual General Meeting to pay a final dividend (2023: £5.3 million). 58 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 2023 | | 37,675 1,465 39,140 | | | | | | | Net unrealised gain/(loss) at 1 March 2023 | | 19,424 (20) 19,404 | | | | | | | Valuation at 1 March 2023 | | 57,099 1,445 58,544 | | | | | | | Purchases at cost | | 27,631 - 27,631 | | | | | | | Disposal proceeds | | | - (1,200) (1,200) | | | | | | Realised net loss on disposals | | | - (245) (245) | | | | | | Net unrealised loss | | (6,233) - (6,233) | | | | | | | Valuation at 29 February 2024 | | 78,497 - 78,497 | | | | | | | Book cost at 29 February 2024 | | 65,307 - 65,307 | | | | | | | Net unrealised gains at 29 February 2024 | | 13,190 - 13,190 | | | | | | | Valuation at 29 February 2024 | | 78,497 - 78,497 | | | | | | | | Year ended 29 | | Year ended 28 | | | --- | --- | --- | --- | --- | | | February 2024 | | February 2023 | | | (b) Gains/(losses) on investments | | £’000 | | £’000 | | Realised (loss)/gain on investments in the year | | (245) 19 | | | | Unrealised (loss)/gain on investments in the year | | (6,233) 5,132 | | | (6,478) 5,151 The Company received £1.2 million (2023: £3.6 million) from investments sold in the year. The book cost of these investments when they were purchased was £1.5 million (2023: £1.8 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 | | | --- | --- | --- | --- | --- | --- | | | 29 February 2024 | | | 28 February 2023 | | | (c) Quoted and unquoted investments | | £’000 | | | £’000 | | Quoted investments | | | - 1,445 | | | | Unquoted investments | | 78,497 57,099 | | | | 78,497 58,544 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 26 of the Annual Report. 59 NOTES TO THE FINANCIAL STATEMENTS > CONTINUED ## 9. Debtors so as to enable the Company to obtain a As at As at certificate under s761 of the Companies Act 2006. 29 February 28 February 2024 2023 Each of the redeemable preference shares carries £’000 £’000 the right to a fixed, cumulative, preferential Other debtors 39 - dividend of 0.1% per annum (exclusive of any imputed tax credit available to shareholders) on Prepayments 265 120 the nominal amount thereof but confers no right Accrued income 315 135 to vote except as otherwise agreed by the holders 619 255 of a majority of the shares. On a winding-up, the redeemable preference shares confer the right to be paid the nominal amount paid on such shares. The redeemable preference shares are ## 10. Current asset investments redeemable at par at any time by the Company and by the holder. Each redeemable preference As at As at share which is redeemed, shall thereafter be 29 February 28 February cancelled without further resolution or consent. 2024 2023 £’000 £’000 ## Current asset investments 24,799 12. Management performance - ## 24,799 - incentive arrangement On 8 December 2016, the Company entered into | Current asset investments comprise short term | an agreement with the Investment Manager and | | --- | --- | | bonds held through collective investment schemes | members of the investment management team | | and are readily convertible into cash at the | (together “the Management Team”) such that the | | option of Puma VCT 13. | Management Team will be entitled in aggregate | to share in 20 per cent of the aggregate excess on any amounts realised by the Company in excess ## 11. Current liabilities of £1.05 per Ordinary Share (“the Performance Target”). This agreement was amended by a deed ## – creditors of variation on 28 June 2018 to extend the terms of this arrangement so as to cover the offers for | | As at | | As at | subscription that were launched in 2017 and 2018. | | --- | --- | --- | --- | --- | | 29 February | | 29 February | | | | | 2024 | | 2023 | Following shareholder approval at the 2023 | | | £’000 £’000 | | | AGM, the methodology for calculating the PIF | was amended to make it fairer to shareholders Accruals 645 1,307 by removing the impact of changes to the share Applications cash (see note 19) 6,756 6,281 capital of the Company. The amount of the Redeemable preference 13 13 Performance Incentive Fee (PIF) is equal to 20% of shares the amount by which the Performance Value per 7,414 7,601 Share at the end of an accounting period exceeds the High Water Mark (being the higher of 110p and the highest Performance Value per Share at the Included within accruals is nil (2023: £673k) end of any previous accounting period), multiplied in relation to performance fees payable. by the number of relevant Ordinary Shares in Applications cash is cash received from issue at the end of the relevant period. That investors to Puma VCT 13 but not yet allotted. amount will be allocated, at the discretion of the Redeemable preference shares were issued for Investment Manager, between the Investment total consideration of £12,500 to Puma Investment Manager itself and the Management Team. Management Limited, being one quarter paid up, 60 NOTES TO THE FINANCIAL STATEMENTS > CONTINUED Under the original 2016 performance incentive arrangement (set out above) 3,895,834 Ordinary Shares are held by the Investment Manager and members of the Management Team (“Performance Incentive Shares”). Under the terms of that incentive 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. ## 13. Called-up share capital | | As at | | As at | | As at | | As at | | --- | --- | --- | --- | --- | --- | --- | --- | | 29 February | | 28 February | | 29 February | | 28 February | | | | 2024 | | 2023 | | 2024 | | 2023 | | | | | | Number of | | Number of | | | | £’000 £’000 | | | | shares | | shares | Allotted, called up and fully paid: Ordinary shares of 0.05p each 50 36 99,130,662 72,868,008 Alloted, called up and partly paid: Redeemable preference shares of £1 each 13 13 50,000 50,000 During the year, 26,262,654 shares were issued at an average price of 138.3p per share (2023: 32,498,045 shares were issued at an average price of 131.3p per share). The consideration received for these shares was £36.3 million (2023: £42.7 million). The rights attached to the Ordinary Shares can be found within the Corporate Governance Statement on page 41. The rights attached to the Preference Shares can be found within note 11. ## 14. Net Asset Value per Ordinary Share | | | | As at | | As at | | --- | --- | --- | --- | --- | --- | | | 29 February 2024 | | | 28 February 2023 | | | Net assets | | 118,546,000 91,768,000 | | | | Number of shares in issue 99,130,662 72,868,008 Less: management incentive shares (see note 12) (3,895,834) (3,895,834) Number of shares in issue for purposes of Net Asset Value per share calculation 95,234,828 68,972,174 Net Asset Value per share Basic 124.48p 133.05p 61 NOTES TO THE FINANCIAL STATEMENTS > CONTINUED | 15. Financial instruments | | As at | | As at | | --- | --- | --- | --- | --- | | | 29 February | | 28 February | | | The Company’s financial instruments comprise | | 2024 | | 2023 | its investments, cash balances, debtors and £’000 £’000 certain creditors. The fair value of all the Company’s financial assets and liabilities Cash at bank and in hand 15,289 34,289 is represented by the carrying value in the Applications cash (see note 11 and 19) 6,756 6,281 Balance Sheet. Excluding cash balances, the Company held the following categories of Investments in loan notes 5,801 1,581 financial instruments at 29 February 2024: Current asset investments 24,799 - Other receivables 619 255 | | As at | | As at | | | --- | --- | --- | --- | --- | | 29 February | | 28 February | | 53,264 42,406 | | | 2024 | | 2023 | | £’000 £’000 The cash held by the Company at the year-end is held Financial assets at fair value in RBS and the applications cash is held at NatWest. through profit or loss 97,495 56,963 Bankruptcy or insolvency of the banks may cause Financial assets measured the Company’s rights with respect to the receipt at amortised cost 6,420 1,836 of cash held to be delayed or limited. The Board Financial liabilities measured monitors the Company’s risk by reviewing regularly at amortised cost (658) (1,320) the financial position of the bank and should it 103,257 57,479 deteriorate significantly the Investment Manager will, on instruction of the Board, move the cash holdings to another bank. Management of risk Investments in loans and loan notes comprises a The main risks the Company faces from its financial fundamental part of the Company’s venture capital instruments are market price risk, being the risk that investments, therefore credit risk in respect of these the value of investment holdings will fluctuate as a assets is managed within the Company’s main result of changes in market prices caused by factors investment procedures. other than interest rate or currency movements, Credit risk relating to current asset investments is liquidity risk, credit risk and interest rate risk. The Board mitigated by investing in a portfolio of investment regularly reviews and agrees policies for managing instruments of high credit quality. each of these risks. The Board’s policies for managing these risks are summarised below and have been Credit risk associated with interest, dividends and applied throughout the year. other receivables are predominantly covered by the investment management procedures. Credit risk Market price risk Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation Market price risk arises mainly from uncertainty or commitment that it has entered into with the about future prices of financial instruments held by Company. The Investment Manager monitors the Company. It represents the potential loss the counterparty risk on an ongoing basis. The Company’s Company might suffer through holding investments maximum exposure to credit risk is as follows: in the face of price movements. The Investment Manager actively monitors market prices and reports 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 29. The management of market price risk is part of the investment management process. The portfolio is 62 NOTES TO THE FINANCIAL STATEMENTS > CONTINUED managed with an awareness of the effects of adverse not be readily realisable and the Board considers price movements through detailed and continuing exit strategies for these investments throughout the analysis, with an objective of maximising overall period for which they are held. As at the year-end, the returns to shareholders. Company had no borrowings. Holdings in unquoted investments may pose higher The Company’s liquidity risk associated with price risk than quoted investments. Some of that investments is managed on an ongoing basis by risk can be mitigated by close involvement with the the Investment Manager in conjunction with the management of the investee companies along with Directors and in accordance with policies and review of their trading results. procedures in place as described in the Strategic Report and the Directors’ Report. The Company’s 100% (2023: 98%) of the Company’s investments overall liquidity risks are monitored on a quarterly are unquoted investments held at fair value. 73% of basis by the Board. The Company maintains access the portfolio (48% of net assets) is valued using the to sufficient cash resources to pay accounts payable application of earnings/revenue-based multiples. and accrued expenses. An increase in the multiple used by 20% would increase the Net Asset Value by 7.4% (£127.3m). Fair value interest rate risk Conversely, a decrease in the multiple used by The benchmark that determines the interest paid 20% would decrease the Net Asset Value by 7.5% or received on the current account is the Bank of (£109.7m). The 20% sensitivity used provides the most England base rate, which was 5.25% at 29 February meaningful impact of average multiple changes 2024 (2023: 4.0%). across the portfolio. The sensitivity analysis is based on the year-end Cash flow interest rate risk position of the investments and so may not be The Company has exposure to interest rate reflective of the year as a whole. movements primarily through its cash deposits which track the Bank of England base rate. Liquidity risk | Details of the Company’s unquoted investments are | | Interest rate risk profile of financial assets | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | provided in the Investment Portfolio Summary on | | The following analysis sets out the interest rate risk of | | | | | | | page 16. By their nature, unquoted investments may | | the Company’s financial assets as at 29 February 2024. | | | | | | | | | | | Average | Period until | | Total | | | Rate status | | interest rate | | | maturity | £'000 | Cash at bank - RBS Floating 0.00% 5,553 Cash at bank - RBS Floating 1.90% 9,627 Applications cash – NatWest (see note 11 and 19) Floating 0.00% 6,756 Loan notes Fixed 9.20% 53 months 4,976 Balance of assets Non-interest bearing 99,048 125,960 The following analysis sets out the interest rate risk of the Company’s financial assets as at 28 February 2023. Average Period until Total Rate status interest rate maturity £'000 Cash at bank - RBS Floating 0.00% 34,289 Applications cash – NatWest (see note 11 and 19) Floating 0.00% 6,281 Loan notes Fixed 10.00% 51 months 1,581 Balance of assets Non-interest bearing 57,218 99,369 63 NOTES TO THE FINANCIAL STATEMENTS > CONTINUED Foreign currency risk ## 16. Capital management The Company’s functional and presentation The Company’s objectives when managing currency is Sterling. The Company has not held capital are to safeguard the Company’s any non-Sterling investments during the year. ability to continue as a going concern, so that it can provide an adequate return to Fair value hierarchy shareholders by allocating its capital to assets Financial assets and liabilities measured at fair commensurate with the level of risk. value are disclosed using a fair value hierarchy that reflects the significance of the inputs used in The Company must have an amount of making the fair value measurements, as follows: capital, at least 80% (as measured under the tax legislation) of which must be, and remain, • Level 1 – Fair value is measured using the invested in the relatively high-risk asset unadjusted quoted price in an active market class of small UK companies within three for identical assets. years of that capital being subscribed. • Level 2 – Fair value is measured using inputs The Company accordingly has limited scope other than quoted prices that are observable to manage its capital structure in the light of using market data. changes in economic conditions and the risk • Level 3 – Fair value is measured using characteristics of the underlying assets. Subject unobservable inputs. to this overall constraint upon changing the capital structure, the Company may adjust Fair values have been measured at the end of the amount of dividends paid to shareholders, the reporting year as follows: issue new shares or sell assets to maintain a level of liquidity to remain a going concern. 2024 2023 The Board has the opportunity to consider | | £’000 £’000 | levels of gearing, however there are no current | | --- | --- | --- | | Level 1 | | plans to do so. It regards the net assets of the | | Investments listed on LSE - 1,445 | | Company as the Company’s capital, as the | level of liabilities is small, and the management Current asset investments 24,799 of those liabilities is not directly related to Level 3 managing the return to shareholders. Unquoted investments 78,497 57,099 103,296 58,544 ## 17. Contingencies, guarantees ## and financial commitments The Level 1 investments have been valued using the current quoted price. There were no commitments, contingencies or guarantees of the Company at the year-end The Level 3 investments have been valued in (2023: none). line with the Company’s accounting policies and IPEV guidelines. This comprises both loan and equity instruments, which are ## 18. Related party disclosures considered to be one instrument due to their being bound together when assessing the The Company has delegated the investment portfolio’s returns to the shareholders. management of the portfolio to Puma Investment Management Limited and administration services Further details of these investments are to PI Administration Services Limited. Further provided in the Significant Investments section details of the transactions with these entities are of the Annual Report on pages 17 to 26. disclosed in the Directors’ Report on page 33 and in note 3 of the financial statements. Transactions with Key Management Personnel are disclosed within the Directors’ Report from pages 33 to 35. 64 NOTES TO THE FINANCIAL STATEMENTS > CONTINUED ## 19. Re-presentation of comparative figures The comparative figures for the year ended 28 February 2023 have been re-presented with an additional line item for 'Applications cash' included within current assets and current liabilities. Applications cash relates to funds received from investors but have not yet been allotted as at the year end. The net impact of this re-presentation on the NAV is nil and is purely a balance sheet gross up adjustment. ## 20. Post Balance Sheet events Post year-end, a further 22,404,644 Ordinary Shares have been issued for cash consideration of £28.5 million. On 2 May 2024 a portfolio company, Ron Dorff, raised third-party funding through a Crowdfunding investment round, which valued the company at €27m. The investment opportunity was made available to Ron Dorff customers as part of the launch of Ron Dorff's new loyalty programme, Le Club Ron Dorff. Incoming third-party investors did not benefit from EIS relief. For the VCT, this results in a NAV uplift of £1.4m at June 2024. The valuation at February 2024 was £4.1m. In May 2024, the Directors chose to write the value of the VCTs holdings in its portfolio company Dymag to nil. The valuation at February 2024 was £1.8m, meaning a net decrease to the NAV of £1.8m at June 2024. This decision was taken on the back of the unexpected cancellation of a large OEM project which Dymag had expected to win, and continued weakness in the aftermarket. On 22 May 2024 a portfolio company, Iris, completed a £3.5m investment round with a new external US investor. Puma Funds also participated in the round with Puma VCT 13 investing an additional £0.8m. This round valued the company at £35m which values the VCT's initial investment at 2x the invested sum. This has resulted in a £4.6m NAV uplift at June 2024. At February 2024 Iris was held at cost of £4.6m. φ 65 # 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 13 August 2024 at 11.00 am. The purpose of the Annual General Meeting is to consider and, if thought fit, pass the following resolutions: ### Ordinary Resolutions 1. To receive and adopt the accounts for the financial year ended 29 February 2024, together with the reports of the Directors and Auditors thereon (the "Annual Report and Accounts 2024"). 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 2024. 7. To approve the implementation report set out in the Remuneration Report in the Annual Report and Accounts 2024. 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 £55,000, 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). 9. That, subject to the passing of resolution 13 below, in accordance with article 34.1 of the articles of association of the Company, the Directors be authorised to adopt the dividend reinvestment scheme ("DRIS"), details of which are set out at the end of this notice of Annual General Meeting and that the Directors be and hereby are generally and unconditionally authorised in accordance with section 551 of CA 2006 to exercise all the powers of the Company to allot Shares in connection with the DRIS up to an aggregate nominal amount of £6,077, 66 NOTICE OF ANNUAL GENERAL MEETING > CONTINUED representing approximately 10% of the share capital in issue as at 13 June 2024, such authority to expire on the date of the next annual general meeting of the Company (unless previously varied or revoked by the Company in general meeting). ### Special Resolutions 10. To authorise the Company generally and unconditionally to make one or more market purchases (within the meaning of section 693(4) of CA 2006) of Shares provided that: 10.1 the maximum aggregate number of Shares that is purchased is 18,218,142; 10.2 the minimum price paid for a Share is £0.0005; 10.3 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; 10.4 the Company may validly make a contract to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may validly make a purchase of Shares in pursuance of any such contract; and 10.5 unless renewed, the authority conferred by this resolution shall expire either at the conclusion of the next annual general meeting of the Company or on 13 November 2025, whichever is the earlier to occur, save that the Company may, prior to such expiry, enter into a contract to purchase Shares which will or may be completed or executed wholly or partly after such expiry. 11. That, subject to the passing of resolution 8 above, the Directors be and hereby are empowered (pursuant to section 570(1) of CA 2006) to allot or make offers or agreements to allot equity securities (as defined in section 560(1) of CA 2006) for cash pursuant to the authority referred to in resolution 8 above as if section 561 of CA 2006 did not apply to any such allotment, such power to expire 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: 11.1 in connection with any offer for subscription; 11.2 in connection with an offer of equity securities by way of rights; and 11.3 otherwise than pursuant to paragraphs 11.1 and 11.2 above, an offer of equity securities up to an aggregate nominal amount of 20% of the issued share capital of the Company immediately following closing of any offer for subscription referred to in paragraph 11.1 above. 12. That, subject to the passing of resolution 9 above, the Directors be and hereby are empowered (pursuant to section 570(1) of CA 2006) to allot or make offers or agreements to allot equity securities (as defined in section 560(1) of CA 2006) pursuant to the authority referred to in resolution 9 above as if section 561 of CA 2006 did not apply to any such allotment, provided this power shall expire on the date of the next annual general meeting of the Company (unless previously varied or revoked by the Company in general meeting) and provided further that this power shall be limited to the allotment and issue of Shares in connection with the DRIS up to an aggregate nominal amount of £6,077, representing approximately 10% of the share capital in issue as at 13 June 2024. 13. That, in article 34.3 of the articles of association of the Company, the second sentence of that article shall be deleted and substituted with the following "For the purpose of this Article the 'Issue Price' of an additional share shall be (i) such price as is equal to the average of the middle market quotations for the shares of the Company as derived from the Daily Official List of The Stock Exchange during the period of five dealing days commencing on the day when such shares are first quoted 'ex-dividend' (or as otherwise determined by an ordinary resolution of the Company) or (ii) to the par value of a share (whichever is the higher)." 14. 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. 67 NOTICE OF ANNUAL GENERAL MEETING > CONTINUED BY ORDER OF THE BOARD Eliot Kaye Registered Office: Company Secretary Cassini House 57 St James’s Street Dated: 14 June 2024 London SW1A 1LD 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 will be provided. (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. Alternatively, a member can appoint a proxy or proxies electronically by registering the proxy with Neville Registrars Limited at www.sharegateway.co.uk using the personal proxy registration code which will be set out in your Form of Proxy. In each case, your appointment of proxy must be received not less than 48 hours (excluding weekends and public holidays) before the time appointed for holding the Annual General Meeting or adjourned meeting at which the person named in the Form of Proxy proposes to vote. In the case of a poll taken more than 48 hours (excluding weekends and public holidays) after it is demanded, the document(s) must be delivered as aforesaid not less than 24 hours (excluding weekends and public holidays) before the time appointed for taking the poll, or where the poll is taken not more than 48 hours (excluding weekends and public holidays) after it was demanded, be delivered at the meeting at which the demand is made. (d) CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message must be transmitted so as to be received by the Company’s agent, Neville Registrars (whose CREST ID is 7RA11) not less than 48 hours (excluding weekends and public holidays) before the time appointed for holding the Annual General Meeting or adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(A) of the Uncertificated Securities Regulations 2001. 68 NOTICE OF ANNUAL GENERAL MEETING > CONTINUED (e) 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; or • 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 (f) directly below, the proxy appointment will remain valid. (f) 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. (g) 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. (h) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company has specified that only those holders of the Company’s shares registered on the Register of Members of the Company as at 6.00 pm on 9 August 2024, or in the event that the Annual General Meeting is adjourned, on the Register of Members 48 hours (excluding weekends and public holidays) before the time of any adjourned meeting, shall be entitled to attend and vote at the said Annual General Meeting in respect of such shares registered in their name at the relevant time. Changes to entries on the Register of Members after 6.00 pm on 9 August 2024 or, in the event that the Annual General Meeting is adjourned, on the Register of Members less than 48 hours (excluding weekends and public holidays) before the time of any adjourned meeting, shall be disregarded in determining the right of any person to attend and vote at the Annual General Meeting. (i) As at 13 June 2024 the Company's issued share capital comprised 121,535,306 Ordinary Shares. The total number of voting rights in the Company as at 13 June 2024 is 121,535,306. The website referred to above will include information on the number of shares and voting rights. (j) 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. (k) 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. 69 NOTICE OF ANNUAL GENERAL MEETING > CONTINUED (l) 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. (m) 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. (n) 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. (o) 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 2024. # Explanation of Resolutions 9 to 14 to be proposed at the Annual General Meeting On page 66 of the Report is the notice of Annual General Meeting which will be held on 13 August 2024. Set out below is a brief explanation of the resolutions comprising special business to be proposed at the Annual General Meeting. # Resolution 9 Resolution 9, which will be proposed as an ordinary resolution, seeks the approval of shareholders for the Company to adopt the DRIS, further information on which is set out on page 72 of the Report after the explanation of Resolutions (under the heading "Dividend Reinvestment Scheme"), and to authorise the Directors under section 551 of the Companies Act 2006 to allot Shares up to an aggregate nominal value of £6,077 in connection with the DRIS (representing 10% of the issued share capital of the Company as at 13 June 2024, being the latest practicable date prior to publication of this Report). The authority conferred by this Resolution 9 to allot Shares will expire on the date of the 2025 Annual General Meeting (unless previously varied or revoked by the Company in general meeting). # Resolution 10 In certain circumstances it may be advantageous for the Company to purchase its own shares. Resolution 10, which will be proposed as a special resolution, would give the Board authority from shareholders to do so. Such authority will expire on the date of the 2025 Annual General Meeting or 13 November 2025, 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 13 June 2024) and the maximum and minimum prices at which they may be bought. # Resolution 11 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 2025 Annual General Meeting or, if later, 13 November 2025, up to an aggregate nominal amount of £55,000 (representing approximately 90.5 per cent of the issued ordinary share capital of the Company as at 13 June 2024). Resolution 11 (which will be proposed as a special resolution) will empower the Directors to allot ordinary shares under Resolution 8 in connection with any offer for subscription, offer of equity securities by way of rights or any further offer of equity securities that may be issued by the Company without regard to any right of pre-emption on the part of the existing shareholders. # Resolution 12 Resolution 12 will be proposed as a special resolution and seeks shareholder authority to empower the Directors to allot ordinary shares under Resolution 9 in connection with the operation of the DRIS without regard to any statutory pre-emption rights. The authority conferred by this Resolution 12 will expire on the date of the Company's 2025 Annual General Meeting (unless previously varied or revoked by the Company in general meeting). 70 NOTICE OF ANNUAL GENERAL MEETING > CONTINUED Resolution 13 Resolution 13, which will be proposed as a special resolution, is a resolution to amend article 34.3 of the Company's articles of association to facilitate the introduction of the DRIS on the terms and conditions set out at the end of this notice. Resolution 14 Resolution 14, which will be proposed as a special resolution, is a resolution to cancel, pursuant to the Companies Act 2006 and the Company's articles of association, its share premium account at the date an order is made confirming such cancellation by the Court, to create a pool of distributable reserves. 71 NOTICE OF ANNUAL GENERAL MEETING > CONTINUED Dividend Reinvestment Scheme The Company is proposing to launch a dividend reinvestment scheme ("DRIS") under which holders of Ordinary Shares will be able to reinvest any cash dividends received in further new Ordinary Shares. In accordance with the proposed terms and conditions of the scheme (see below), the Ordinary Shares will be issued under the DRIS at the latest reported net asset value per Ordinary Share as at the date the dividend is paid (adjusted for the relevant dividend if this net asset value does not already recognise the dividend), or to the nominal value of an Ordinary Share (£0.0005 per Ordinary Share), whichever is the higher. Holders of Ordinary Shares participating in the DRIS should qualify for the VCT tax reliefs that are applicable (at the time of investment) to subscription for new Ordinary Shares, subject to current law and the limits set out below, provided they hold the Ordinary Shares acquired under the DRIS for the 5 year VCT qualifying period applicable to new subscriptions. The Ordinary Shares subscribed through the DRIS will be included in the shareholder's current annual limit of £200,000 for new subscriptions in VCTs, as will shares issued under any other VCT’s dividend reinvestment scheme or equivalent. All dividends paid by the Company are tax-free provided the holding is acquired within this limit and need not be reported in the shareholder’s annual tax return. Any loss or gain accruing to a shareholder on a disposal of Shares acquired within the current annual subscription limit of £200,000 will be neither a chargeable gain nor an allowable tax loss for the purposes of capital gains tax. Shares acquired first will be treated as disposed of first, whether or not tax relief was obtained on those Shares. Ordinarily VCT income tax relief is reduced for a subscription of shares in a VCT where the investor also disposes of shares in the same VCT within six months of the subscription (before or after), but shares acquired through a DRIS are ignored for this purpose. The tax consequences of a holder of Ordinary Shares choosing to participate in the DRIS will depend on their personal circumstances and specialist independent tax and financial advice should be obtained before electing to participate in the DRIS. The terms and conditions of the DRIS can be found at the end of this document (on pages 73 to 76) and, subject to the passing of Resolutions 9, 12 and 13, on www.pumainvestments.co.uk. Any holder of Ordinary Shares wishing to participate in the DRIS can find the election form on www.pumainvestments.co.uk. Please note that shareholders may only participate in the DRIS if all Ordinary Shares registered in their name are mandated to the DRIS. Shareholders can cancel their instruction at any time and receive dividend payments instead of reinvesting dividend payments in further Ordinary Shares under the DRIS. In accordance with the articles of association, the DRIS is required to be adopted by an ordinary resolution of the shareholders, which is the subject of Resolution 9. Furthermore, in accordance with the Companies Act 2006, Resolution 9 seeks the approval of shareholders to authorise the Directors to allot Ordinary Shares under the DRIS, Resolution 12 seeks shareholder approval to authorise the Directors to allot Ordinary Shares without regard to statutory pre-emption rights and Resolution 13 seeks shareholder approval to amend certain provisions in the articles of association to facilitate the introduction of the DRIS on the terms and conditions of the DRIS as referred to above. 72 NOTICE OF ANNUAL GENERAL MEETING > CONTINUED Terms and Conditions of the Dividend Reinvestment Scheme 1. Elections to participate in the dividend reinvestment scheme of Puma VCT 13 plc (the "Company")(the "Scheme") should be addressed to Neville Registrars Limited (the “Scheme Administrator”) in accordance with condition 11 and will only be effective for dividends to be paid at least 15 days following receipt of the election by the Scheme Administrator. 2. a. The Company, acting through the Scheme Administrator, shall have absolute discretion to accept or reject elections. An applicant shall become a member of the Scheme upon acceptance of his or her election by the Scheme Administrator on the Company’s behalf (“Participants”). The Scheme Administrator will provide written notification if an election is rejected. Only registered shareholders of the Company (“Shareholders”) may join the Scheme. b. The Company shall apply dividends to be paid to Participants on ordinary shares of £0.0005 each in the Company (“Ordinary Shares”) in respect of which an election has been made in the allotment of further Ordinary Shares. The Scheme Administrator shall not have the discretion, and Participants may not instruct the Scheme Administrator, to apply those dividends (“funds”) towards any investments other than investment in Ordinary Shares as set out in this condition 2(b). c. Participants who are Shareholders may only participate in the Scheme if all Ordinary Shares registered in their name are mandated to the Scheme. d. By joining the Scheme, Participants instruct the Scheme Administrator that the mandate will apply to the full number of Ordinary Shares held by them in respect of which the election is made, as entered onto the share register of the Company from time to time. e. In relation to new Ordinary Shares to be allotted in relation to a dividend such Shares will only allotted to the registered Shareholder and not any beneficial holder. Nominee Participants shall not be entitled to instruct the Scheme Administrator to allot Ordinary Shares to a beneficial holder (and Participants are advised to read condition 15 in respect of the consequences for VCT Tax reliefs). 3. a. On or as soon as practicable after a day on which a dividend on the Ordinary Shares is due to be paid to a Participant (the “Payment Date”), the Participant’s funds held by the Company shall, subject to conditions 9, 10 and 19 below and the Company having the requisite shareholder authorities to allot Ordinary Shares, be applied on behalf of that Participant to subscribe for the maximum number of whole new Ordinary Shares which can be allotted with the funds. b. The number of Ordinary Shares to be allotted to a Participant pursuant to condition 3(a) above shall be calculated by dividing the Participant’s funds by the greater of (i) the net asset value per Ordinary Share being the most recently announced net asset value per Ordinary Share as at the date the dividend is paid (as adjusted for the relevant dividend in question if this has not already been recognised in the most recently announced net asset value) or (ii) to the nominal value of an Ordinary Share. c. No fractions of Ordinary Shares will be issued under the Scheme. Any balance of cash remaining with the Company after the subscription of less than the amount required to subscribe for a further new Ordinary Share, as set out in 3(b) above, shall be held by the Company on behalf of the Participant and added to the cash available in respect of that Participant for the subscription of new Ordinary Shares on the next forthcoming Payment Date. No interest shall accrue or be payable by the Company in favour of any Participant on any such cash balances. d. The Company shall not be obliged to allot Ordinary Shares under the Scheme to the extent that the total number of Ordinary Shares allotted by the Company pursuant to the Scheme in any financial year would exceed 10% of the aggregate number of Ordinary Shares on the first day of such financial year. e. The Company shall immediately after the subscription of Ordinary Shares in accordance with the condition at 3(a) above take all necessary steps to ensure that those Ordinary Shares shall be admitted to the Official List and to trading on the premium segment of the main market of the London Stock Exchange, provided that at the time of such subscription the existing Ordinary Shares in issue are so admitted to the Official List and to trading on the premium segment of the main market of the London Stock Exchange. 73 NOTICE OF ANNUAL GENERAL MEETING > CONTINUED 4. The Scheme Administrator shall as soon as practicable after the allotment of Ordinary Shares in accordance with condition 3 procure (i) that the Participants are entered onto the Share Register of the Company as the registered holders of those Ordinary Shares (ii) that share certificates (unless such Ordinary Shares are to be uncertified) and, where applicable, income tax vouchers (“Tax Vouchers”) are sent to Participants at their own risk and (iii) that Participants receive a statement detailing: a. the total number of Ordinary Shares held at the record date for which a valid election was made; b. the number of Ordinary Shares allotted; c. the price per Ordinary Share allotted; d. the cash equivalent of the Ordinary Shares allotted; and e. the date of allotment of the Ordinary Shares. 5. All costs and expenses incurred by the Scheme Administrator in administering the Scheme will be borne by the Company. 6. Each Participant warrants to the Scheme Administrator that all information set out in the election form (including any electronic election) on which the election to participate in the Scheme is contained is correct and to the extent any of the information changes he or she will notify the changes to the Scheme Administrator and that during the continuance of his or her participation in the Scheme he or she will comply with the provisions of condition 7 below. 7. The right to participate in the Scheme will not be available to any person who is a citizen, resident or national of, or who has a registered address in, any jurisdiction outside the UK. It is the responsibility of any Shareholder wishing to participate in the Scheme to be satisfied as to the full observance of the laws of the relevant jurisdiction(s) in connection therewith, including obtaining any governmental or other consents which may be required and observing any other formalities needing to be observed in any such jurisdiction(s). 8. Participants acknowledge that the Scheme Administrator is not providing a discretionary management service. Neither the Scheme Administrator nor the Company shall be responsible for any loss or damage to Participants as a result of their participation in the Scheme unless due to the negligence or wilful default of the Scheme Administrator or the Company or their respective employees and agents. 9. Participants may: a. at any time by notice to the Scheme Administrator terminate their participation in the Scheme and withdraw any funds held by the Company on their behalf; and b. in respect of Ordinary Shares they hold as nominee and subject to condition 2(e), give notice to the Scheme Administrator that, in respect of a forthcoming Payment Date, their election to receive Ordinary Shares is only to apply to a specified amount due to the Participant as set out in such notice. Such notices shall not be effective in respect of the next forthcoming Payment Date unless it is received by the Scheme Administrator at least 15 days prior to such Payment Date. In respect of notices under (a) above, such notice will be deemed to have been served where (i) the Participant ceases to hold any Ordinary Shares or (ii) the Participant applies for further Ordinary Shares under a prospectus or top-up offer document issued by the Company, and indicates on the relevant election form applying that they do not want the shares to be issued to them to be subject to the Scheme (upon which their existing participation in the Scheme in relation to all their Ordinary Shares shall be deemed to terminate in accordance with (a) above). Upon receipt of notice of termination, all funds held by the Company on the Participant’s behalf shall be returned to the Participant as soon as reasonably practical at the address set out in register of members, subject to any deductions which the Company may be entitled or bound to make hereunder. 10. The Company shall be entitled at its absolute discretion, at any time and from time to time to: a. suspend the operation of the Scheme; b. terminate the Scheme without notice to the Participants; and/or c. resolve to pay dividends to Participants partly by way of cash and partly by way of new Ordinary Shares pursuant to the Scheme. 11. Participants who wish to participate in the Scheme in respect of new Ordinary Shares to be issued pursuant to a prospectus or top-up offer document may tick the relevant box on the applicable application form. 74 NOTICE OF ANNUAL GENERAL MEETING > CONTINUED Participants who wish to participate in the Scheme and who already have Ordinary Shares issued to them held in certificated form, i.e. not in CREST, should complete and sign an election form and return it no later than 15 days prior to Payment Date to The Scheme Administrator, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD. The election form can be found at www.pumainvestments.co.uk. Participants who wish to participate in the Scheme and who already have Ordinary Shares issued to them held in uncertificated form in CREST (and was in uncertificated form as at the relevant record date) should elect to receive a dividend in the form of new Ordinary Shares by means of the CREST procedure to effect such an election. By doing so, such Shareholders confirm their election to participate in the Scheme and their acceptance of the terms and conditions of the dividend reinvestment scheme (the "Scheme Terms and Conditions"). If a Participant is a CREST sponsored member, they should consult their CREST sponsor, who will be able to take appropriate action on their behalf. Elections must contain the number of Shares on which the election is being made. If the relevant field is left blank the election will be accepted for the full registered shareholding of the Participant as at the applicable record date. Subject to the Scheme Terms and Conditions, Participants shall receive new Ordinary Shares instead of cash in respect of future dividends. Elections through CREST should be received by CREST no later than 5.00 p.m. on such date that is at least 15 days before the Payment Date for the relevant dividend in respect of which a Participant wishes to make an election. 12. An election made by a Participant in accordance with condition 11 will remain valid for all dividends paid to the Participant by the Company until such time as the Participant gives notice in writing to the Scheme Administrator that he or she no longer wishes to participate in the Scheme. 13. The Company shall be entitled to amend the Scheme Terms and Conditions on giving one month’s notice in writing to all Participants. If such amendments have arisen as a result of any change in statutory or other regulatory requirements, notice of such amendment will not be given to Participants unless in the Company’s opinion the change materially affects the interests of the Participants. Amendments to the Scheme Terms and Conditions which are of a formal, minor or technical nature or made to correct a manifest error and which do not adversely affect the interests of Participants may be effected without notice. 14. By completing and delivering their election the Participant: a. agrees to provide the Company with any information which it may request in connection with such election and to comply with legislation relating to venture capital trusts or other relevant legislation (as the same may be amended from time to time); and b. declares that a loan has not been made to the Participant on whose behalf the Ordinary Shares are held or any associate of either of them, which would not have been made or not have been made on the same terms but for the Participant electing to receive new Ordinary Shares and that the Ordinary Shares are being acquired for bona fide investment purposes and not as part of a scheme or arrangement the main purposes of which is the avoidance of tax. 15. Elections by individuals for Ordinary Shares should attract applicable VCT tax reliefs (depending on the particular circumstances of an individual) for the tax year in which the Ordinary Shares are allotted provided that the issue of Ordinary Shares under the Scheme is within the investor's annual £200,000 limit. Participants and beneficial owners are responsible for ascertaining their own tax status and liabilities and neither the Scheme Administrator nor the Company accepts any liability in the event that tax reliefs are not obtained. The Tax Voucher can be used to claim any relevant income tax relief either by obtaining from the HM Revenue & Customs an adjustment to the Participant’s tax coding under the PAYE system or by waiting until the end of the year and using the Self Assessment Tax Return. 16. The Company will, subject to conditions 9, 10 and 19, issue Ordinary Shares in respect of the whole of any dividend payable (for the avoidance of doubt, irrespective of whether the amount of allotment is greater than any maximum limits imposed from time to time to be able to benefit from any applicable VCT tax reliefs) unless the Scheme Administrator has been notified to the contrary in writing at least 15 days before a Payment Date. 17. Shareholders electing to receive Ordinary Shares rather than a cash dividend will be treated as having received a normal dividend. Shareholders qualifying for VCT tax reliefs should not be liable to income tax on shares allotted in respect of dividends from qualifying VCT shares. 75 NOTICE OF ANNUAL GENERAL MEETING > CONTINUED 18. For capital gains tax purposes, Shareholders who elect to receive Ordinary Shares instead of a cash dividend are not treated as having made a capital disposal of their existing Ordinary Shares. The new Ordinary Shares will be treated as a separate asset for capital gains purposes. 19. The Company shall not be obliged to accept any application or issue Ordinary Shares hereunder if the Directors so decide in their absolute discretion. The Company may do or refrain from doing anything which, in the reasonable opinion of the Directors, is necessary to comply with the law of any jurisdiction or any rules, regulations or requirements of any regulatory authority or other body, which is binding upon the Company or the Scheme Administrator. 20. The amount of any claim or claims a Participant has against the Company or the Scheme Administrator shall not exceed the value of such Participant’s Ordinary Shares in the Scheme. Nothing in these Scheme Terms and Conditions shall exclude the Company or the Scheme Administrator from any liability caused by fraud, wilful default or negligence. Neither the Company nor the Scheme Administrator will be responsible for: (a) acting or failing to act in accordance with a court order of which the Scheme Administrator has not been notified (whatever jurisdiction may govern the court order); or (b) forged or fraudulent instructions and will be entitled to assume that instructions received purporting to be from a Shareholder (or, where relevant, a nominee) are genuine; or (c) losses, costs, damages or expenses sustained or incurred by a Shareholder (or, where relevant, a nominee) by reason of industrial action or any cause beyond the control of the Company or the Scheme Administrator, including (without limitation) any failure, interruption or delay in performance of the obligations pursuant to these Scheme Terms and Conditions resulting from the breakdown, failure or malfunction of any telecommunications or computer service or electronic payment system or CREST; or (d) any indirect or consequential loss. 21. These Scheme Terms and Conditions are for the benefit of a Participant only and shall not confer any benefits on, or be enforceable by, a third party and the rights and/or benefits a third party may have pursuant to the Contracts (Rights of Third Parties) Act 1999 are excluded to the fullest possible extent. 22. All notices and instructions to be given to the Scheme Administrator shall be in writing and delivered or posted to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD. 23. These Scheme Terms and Conditions shall be governed by, and construed in accordance with, English law and each Participant submits to the jurisdiction of the English courts and agrees that nothing shall limit the right of the Company to bring any action, suit or proceeding arising out of or in connection with the Scheme in any other manner permitted by law or in any court of competent jurisdiction. Shareholders who are in any doubt about their tax position should consult their independent financial adviser. 76 ## Notes 77 78 79 ## 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 clientrelations@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 businessdevelopment@pumainvestments.co.uk For further information, please visit www.pumainvestments.co.uk Cassini House 57 St James’s Street London SW1A 1LD Puma Investments is a trading name of Puma Investment Management Limited which is authorised and regulated by the Financial Conduct Authority. FCA Number 590919. Registered office address: Cassini House, 57 St James’s Street, London, SW1A 1LD. Registered as a private limited company in England and Wales No. 08210180. PI002254 0624