ANNUAL REPORT & ACCOUNTS 2025 ## Puma VCT 13 plc 1 | Contents | 1 | 24 | | --- | --- | --- | | | Officers and | Directors' | | | Professional Advisers | Report | | 2 | 27 | | --- | --- | | Chairman’s | Directors’ | | Statement | Remuneration Report | | 4 | 28 | | --- | --- | | Financial | Corporate Governance | | highlights | Statement | | 5 | 32 | | --- | --- | | Portfolio | Independent | | diversification | Auditor’s Report | | 6 | 40 | | --- | --- | | Investment Manager’s | Income | | Report | Statement | | 8 | 41 | | --- | --- | | Qualifying | Balance | | investments | Sheet | | 12 | 42 | | --- | --- | | Liquidity management | Statement of | | investments | Cash Flows | | 14 | 43 | | --- | --- | | Investment | Statement of | | portfolio summary | Changes in Equity | | 15 | 44 | | --- | --- | | Significant | Notes to the | | investments | Financial Statements | | 19 | 56 | | --- | --- | | Directors' | Notice of Annual | | biographies | General Meeting | ## 20 Strategic Report ## Officers and ## Professional Advisers | Directors | Sponsors and Solicitors | | --- | --- | | David Buchler (Chairman) | Howard Kennedy | | Graham Shore | No 1 London Bridge | | Stephen Hazell-Smith | London | SE1 9BG Secretary Eliot Kaye Bankers The Royal Bank of Scotland plc Registered Number 250 Bishopsgate 10376236 London EC2M 4AA Registered Office Cassini House | 57 St James’s Street | VCT Tax Advisor | | --- | --- | | London | Shoosmiths LLP | | SW1A 1LD | 1 Bow Churchyard | London Investment Manager EC4M 9DQ Puma Investment Management Limited | Cassini House | Custodian | | --- | --- | | 57 St James’s Street | Pershing Securities Limited | | London | 1 Canada Square | | SW1A 1LD | London | E14 5AL Registrar | Neville Registrars Limited | J.P. Morgan SE, | | --- | --- | | Neville House | Luxembourg Branch | | Steelpark Road | European Bank & Business Centre | | Halesowen | 6, route de Trèves | | B62 8HD | L-2633 Senningerberg | Luxembourg Administrator | PI Administration Services Limited | Howard Kennedy | | --- | --- | | Cassini House | No 1 London Bridge | | 57 St James’s Street | London | | London | SE1 9BG | SW1A 1LD Independent Auditor MHA 6th Floor 2 London Wall Place London EC2Y 5AU 1 # Chairman's Statement I am pleased to present the report and financial statements for Puma VCT 13 plc ("the Company") for the year to 28 February 2025. 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 122.28p (2024: 124.48p), a decrease of 2.20p (1.77%) from the same time in the previous year. The decrease is after the payment of the 3p per share dividend during the year. The Company's profit for the year was £0.2m (2024: Loss £8.1m). ## Fundraising During the year, the Company undertook a further fundraising. The Company raised £55.9m during the year, with a further £32.6m raised after the year-end following a strong demand for the offer and the activation of the over-allotment facility. 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 2024-25 saw three new qualifying investments during the year, made, alongside other Puma managed funds. These investments were: £4.7m into Aveni, a RegTech company that uses AI to digitise and automate quality assurance processes for financial services firms; £3.7m into NRG, a company that runs inclusive, lower cost gyms across the country, and £2.9m into Semeris, a legal document management software company designed to assist financial services companies in reviewing, analysing, and summarising legal documentation. This brings the overall number of qualifying investments to 23. In addition, follow-on investments were made: £5.2m into Bikmo; £3.0m into Le Col; £6.0m into Pockit, £1.0m into Ron Dorff, £0.8m into Iris and £0.2m into Thingtrax. The Company's holdings in Pockit, Iris and CameraMatics have generated the largest positive valuation movements. Le Col and Everpress had the largest negative valuation movements in the year. During the year, Pockit, a specialist in pre-paid spending cards, acquired Monese and raised 3rd party equity at a valuation that resulted in a significant increase in the valuation since the previous year end in February 2024. The valuation of Iris, a specialist in cleaning speech and other audio using AI, has increased in the year under review having previously been held at cost at February 2024. The Company has completed follow on investment rounds, led by BOKA Capital. Iris continue to build up the pipeline of opportunities, particularly in the mission critical vertical in the US. CameraMatics, which provides fleet management solutions, continues to steadily grow its contracted Annual Recurring Revenue (ARR) across the UK, EU and US, with the enterprise value steadily increasing as a result of the strong growth in the committed orderbook and favourable market dynamics. **Three new portfolio companies added in the year taking the total number of investments to 25. A further two investments made since year-end** **£55.9m raised during the year and a further £32.6m raised post year-end following strong demand and exercise of the over-allotment facility** **3p per share dividend paid during the year** 2 CHAIRMAN STATEMENT > CONTINUED The trading environment has remained challenging Outlook for Everpress, the fashion platform. There remain some Compared to the second half of last year, which saw a exciting launches in the pipeline, however several fall in confidence and growth rate, there are reasons larger launches have not been performing in line with for cautious optimism when considering the outlook expectation and taking longer to come through the for the UK economy. Despite considerable geopolitical pipeline. The valuation has been marked down to reflect turmoil, inflation remains largely under control, interest the tighter finances and lower than expected growth. rates have been lowered, and there have been some positive movements in GDP. Trading continues to be challenging for Le Col, the supplier of high-end bicycle clothing, as the whole On the other hand, the recent rise in employers’ industry has experienced. Like its peers, the company National Insurance and the increase in minimum wage engages in promotions and sales discounting to will inevitably place extra pressure on businesses and drive sales volume, but limits the impact of this to the UK's economic outlook is closely tied to global protect margins. As a result of the tough trading trends, over which it has limited control. environment, the valuation has been written down On that basis, we are assessing the UK investment since February 2024. environment for scale-ups on the assumption NAV that conditions in the UK will continue to improve The NAV per share at the year-end was 122.28p (2024: marginally, without particularly strong growth but also 124.48p). This figure reflects the initial funds raised without a sharp deterioration. less the costs of issue, payment of the dividend and Those conditions should be sufficient for several movements in the value of the portfolio and running sectors to thrive. For example, the UK technology costs of the Company. sector continues to grow rapidly, driven by VCT qualifying status advancements in AI, cybersecurity, and fintech. Innovative, agile SMEs of the type this VCT typically Shoosmiths LLP provides the Board and the Investment targets present promising opportunities in such Manager with advice on the ongoing compliance with circumstances. HMRC rules and regulations concerning VCTs and has reported no issues in this regard for the Company to date. Shoosmiths and other specialist advisors David Buchler will continue to assist the Investment Manager in Chairman establishing the status of potential investments as qualifying holdings. Shoosmiths will continue to monitor 17 June 2025 rule compliance and maintaining the qualifying status of the Company’s holdings in the future. Changes to listing rules We are pleased to acknowledge the recent changes in the UK listing rules, which took effect on 29 July 2024. These reforms, introduced by the Financial Conduct Authority (FCA), represent the most significant overhaul of the UK's listing regime in over three decades. The new rules are designed to support a wider range of companies in issuing their shares on UK exchanges, thereby increasing opportunities for investors. By simplifying the listings regime into a single category and streamlining eligibility criteria, the FCA has aligned the UK's market standards with international norms while ensuring that investors have the necessary information to make informed decisions. The Company is listed on the LSE as a Closed Ended Investment Fund and importantly, these changes do not affect the operations and management of the VCT. Our commitment to maintaining robust governance and operational excellence remains steadfast. 3 ## Financial highlights AS AT 28 FEBRUARY 2025 Company details and performance ## £165.87m 122.28p 3p Net Assets NAV / Share Dividend in the year Fundraising and cash Qualifying investment activity ## £58.4m 65% Available for new investments of NAV invested in qualifying as at the year-end investments ## £55.9m 16% Cash raised during the year Increase in qualifying value over cost ## £32.6m 3 Cash raised post year-end New investments in year ending February 2025 4 ## Portfolio diversification AS AT 28 FEBRUARY 2025 Invested by sector (fair value) ## 2% Hospitality ## 12% Logistics technology ## 7% ## 25% HR technology Financial and insurance technology ## 19% Consumer ## 14% Business services ## 6% Consumer services ## 15% Software and other technology Invested by business model (fair value) ## 45% 45% Consumer B2B ## 5% 5% B2B2C Marketplace Figures subject to rounding 5 ## Investment ## Manager’s Report However, despite the challenges, the UK economy is forecasted to grow by 1.0% in 2025, with an acceleration to 1.9% in 2026. This growth outlook provides a positive backdrop for SMEs, which are often seen as the backbone of the UK economy. SMEs have demonstrated resilience, with many adapting their business models to navigate the economic uncertainties. It is easy to forget, but the 24 months leading up to February 2025 have marked a period of significant recovery for the UK economy. Following a tumultuous phase characterised by runaway inflation and rapid interest rate hikes, the economic landscape has begun to stabilise. While challenges persist, the environment is considerably more favourable than the preceding period of economic panic. ### The international economic The cost of living spike, driven by inflation and ### environment plays a crucial role high interest rates, has shown signs of easing. ### in shaping the prospects for The Consumer Price Index (CPI) has moderated, reflecting a decline from the peak levels seen in ### UK small and medium-sized previous years. The Bank of England's cautious ### enterprises (SMEs). It has been approach to monetary policy, including measured interest rate cuts, has provided some relief to ### hard to miss the headlines relating both consumers and businesses. However, the ### to US tariff increases and we are impact of past inflationary pressures continues ### yet to see the full outcomes of the to be felt, particularly among SMEs. ### economic policies and changes, In this evolving economic landscape, change brings opportunity, especially for agile companies ### with the situation evolving as with a sharp focus on their customers. SMEs, ### I write this. The interplay between known for their flexibility and adaptability, are well-positioned to capitalise on these opportunities. ### US economic performance and Unlike large corporations with complex supply ### global markets will undoubtedly chains optimised for a stable environment, SMEs can pivot quickly to meet changing market ### have implications for UK demands. This agility allows them to innovate and ### companies, particularly those capture market share, even in uncertain times. ### engaged in transatlantic trade. Despite the broader economic challenges, the US market has been a strong performer within our portfolio. Companies such as CameraMatics and Influencer have secured new deals, positioning them strongly for further growth. CameraMatics’ safety-focussed platform makes the company stand out within the US market. 6 INVESTMENT MANAGER’S REPORT > CONTINUED Influencer is also evolving, with brands increasingly recognising the tangible impact of influencer partnerships and securing high profile deals. On the consumer front, volatility remains a significant concern. This is evident in companies such as Le Col, where we have been cautious and trimmed carrying value. Similarly, Everpress has faced considerable valuation reductions as consumer sentiment fluctuates. These adjustments reflect the ongoing challenges in the consumer sector, where market dynamics are rapidly changing and require careful navigation. New additions to the portfolio include Aveni, which creates Large Language models (LLMs) and AI products designed specifically for the financial services industry, Semeris, a finance-focused legal AI specialist, and NRG Gyms, a profitable gym and wellness business designed for people seeking superior quality at competitive rates. I am also pleased to announce that post-period end, the Puma VCTs invested £6.2 million in LOVE CORN, the leading UK snack brand sold in over 20,000 stores across the UK and US. From the outset we have aimed to construct a well-diversified portfolio, and have avoided concentrating our investments in a single sector. This strategy has proven effective over time, positioning us well to navigate economic challenges that the global macroeconomic environment may present. In addition, we consistently maintain an active approach in engaging with the companies in our portfolio. By working closely with management, we support our portfolio companies to refine growth plans, enhance commercial strategy, and strengthen business operations.  https://obr.uk/efo/economic-and- fiscal-outlook-march-2025/ 7 ## Qualifying ## investments ### In this section, we ### look at the following ### investments within ### our portfolio in ### more detail. Aveni CameraMatics Influencer Lucky Saint Aveni is a technology firm specialising in artificial intelligence and natural language processing NRG (NLP) to enhance productivity and risk oversight in financial services. Its platforms, Aveni Assist Pockit and Aveni Detect, use NLP to record, transcribe, and analyse conversations, providing voice- driven automation and efficiency. Puma’s Semeris investment has fuelled the growth of core products and the launch of Aveni Meeting Assistant. Performance has been positive, with new customers and renewals from large clients. In the first six months post-investment, key roles were filled, including Head of Sales and Chief Product Officer. Aveni recently won the Scottish Fintech of the Year award and continues to focus on product improvement and increasing penetration in the UK wealth sector. 8 CameraMatics, an award-winning fleet management solution, continues its mission for safer roads with an advanced AI-powered collision avoidance system. This system enhances driver reaction times and blind spot visibility using deep learning algorithms to scan for pedestrians, hidden road users, and cyclists. The company recorded another year of revenue growth, securing further contracts for the coming year. Following the launch of CameraMatics Zero last year, the first customer, Bradford Building Supplies, is now live, using it to track mileage, expenses, and emissions. CameraMatics continues to scale in key markets, focusing on the US where it saw strong growth. Puma is working with CameraMatics on a strategic growth plan. Influencer is a global influencer marketing agency that collaborates with large companies and major advertising agencies. Utilising its proprietary technology, Waves, Influencer builds and delivers data-driven marketing strategies. The company is expanding internationally, with new hires across Europe, MENA and the US, whilst continuing to solidify its market-leading position in the UK and improving operational efficiencies. The US market, in particular, is growing rapidly, with revenues more than doubling over the last twelve months. It has secured several leading brands, positioning itself for further growth. Puma supports Influencer in scaling operations across all regions, while maintaining focus on the domestic market. 9 Lucky Saint is the UK's leading alcohol-free beer brand. Since Puma’s investment, Lucky Saint has expanded distribution and maintained strong market share despite increased competition. In 2024, the company navigated hospitality sector challenges and anticipates further impacts in 2025 due to National Insurance changes and Extended Producer Responsibility regulations. Recent initiatives include a successful Dry January campaign with a "Free pint" promotion and sponsorships of the Tour of Britain and Hackney Half, aligning with its core customer base. Lucky Saint aims to consolidate its position and increase market share across all channels, with Puma actively supporting the company in achieving its strategic goals. NRG Gyms operates inclusive, lower-cost gyms across the country. Since Puma's initial investment, the business has grown from two to seven gyms. Performance has been robust, with the new Newcastle facility boasting the highest membership levels among the seven sites. Recently, NRG strengthened itsmanagement team by appointing Neil Greenhalgh, a former JD Sports CFO, as a Non-Executive Director. The company is focused on expanding new sites and exploring M&A opportunities to scale the business. Puma is actively working with the management team to assess new sites and ensure consistency using a standardised methodology. 10 Pockit provides pre-paid spending cards and current accounts to under-served communities. Its app enables international money transfers, direct debits, online and in-store purchases, and salary advances for unexpected expenses. Pockit has shown strong revenue growth, driven by high demand for its credit offering. Recently, Pockit acquired Monese, a pan- European FinTech, benefiting from Monese’s regulatory infrastructure and operational synergies. Pockit is focused on integrating Monese and offering its credit products to Monese’s customer base to drive revenue. The company recently appointed Gene Lockhart, former president and CEO of Mastercard International, and Malcolm Le May, former CEO of Vanquis Banking Group, to its board. Puma is assisting with strategic direction, European expansion, and new product features. Semeris combines AI and human expertise to help financial institutions streamline legal document analysis and meet compliance standards. Puma invested £3.4 million in February 2025 to strengthen Semeris’s sales team and expand into new asset classes. Founded in 2020 Semeris boasts a strong management team with deep industry knowledge. Semeris Docs has structured deals worth over $50 billion, working with major investment banks, law firms, and asset managers. The company aims to continue its growth in European and US markets, leveraging the investment to develop products for new markets. Puma supports Semeris in enhancing internal monitoring functions and positioning the business for an exit in the next 3 to 5 years. 11 ## 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. The Company’s liquidity management strategy focuses on short term bonds held through collective investment schemes. During the year, the strategy earned £0.7m in gains, invested a further £32.4m and disposed of £12.6m to end the year with an overall valuation of £45.3m. Puma Investment Management Limited 17 June 2025 12 13 # Investment portfolio summary AS AT 28 FEBRUARY 2025 Of the investments held at 28 February 2025, all are incorporated in England and Wales, except MySafeDrive Limited and HR Duo Limited, who are incorporated in Ireland. | | Valuation £'000 | Cost £'000 | Gain/(loss) £'000 | Valuation as a % of Net Assets | Multiple | | --- | --- | --- | --- | --- | --- | | **Qualifying Investments** | | | | | | | ABW Group Limited ('Ostmodern') | - | 1,292 | (1,292) | 0% | 0.00x | | Aveni Limited | 4,716 | 4,716 | - | 3% | 1.00x | | Bikmo Limited | 6,579 | 6,354 | 225 | 4% | 1.04x | | Deazy Limited | 2,900 | 2,900 | - | 2% | 1.00x | | Dymag Group Limited | - | 5,787 | (5,787) | 0% | 0.00x | | Everpress Limited | - | 3,514 | (3,514) | 0% | 0.00x | | Forde Resolution Company Limited ('HR Duo') | 2,940 | 2,238 | 702 | 2% | 1.31x | | Hot Copper Pub Company Limited | 390 | 847 | (457) | 0% | 0.46x | | Influencer Limited | 12,963 | 1,800 | 11,163 | 8% | 7.20x | | Iris Audio Technologies Limited | 9,955 | 5,400 | 4,555 | 6% | 1.84x | | Le Col Holdings Limited | 6,117 | 11,321 | (5,204) | 4% | 0.54x | | MyKindaFuture Limited ('Connectr') | 5,430 | 5,915 | (485) | 3% | 0.92x | | MySafeDrive Limited ('CameraMatics') | 8,388 | 3,882 | 4,506 | 5% | 2.16x | | Muso Limited | 2,378 | 2,361 | 17 | 1% | 1.01x | | Not Another Beer Co Limited ('Lucky Saint') | 4,351 | 3,289 | 1,062 | 3% | 1.32x | | NQOCD Consulting Limited ('Ron Dorff') | 5,842 | 4,139 | 1,703 | 4% | 1.41x | | Open House London Limited | 2,022 | 1,800 | 222 | 1% | 1.12x | | Pockit Limited | 16,890 | 9,961 | 6,929 | 10% | 1.70x | | SA Fitness Holdings Limited ('NRG') | 3,746 | 3,746 | - | 2% | 1.00x | | Semeris Limited | 2,859 | 2,859 | - | 2% | 1.00x | | Thingtrax Limited | 1,089 | 955 | 134 | 1% | 1.14x | | Transreport Limited | 5,418 | 5,418 | - | 3% | 1.00x | | TravelLocal Limited | 2,433 | 2,433 | - | 1% | 1.00x | | **Total Qualifying Investments** | **107,406** | **92,927** | **14,479** | **65%** | **1.16x** | | **Total Investments** | **107,406** | **92,927** | **14,479** | **65%** | | | **Balance of Portfolio** | **58,467** | **58,467** | **-** | **35%** | | | **Net Assets** | **165,873** | **151,394** | **14,479** | **100%** | | 14 ## Significant investments The financial data of the underlying portfolio companies is not disclosed as they are privately held businesses. AVENI LIMITED Cost (£'000) 4,716 Investment comprises: Ordinary shares 1,209,206 Debt - Valuation method Multiples Valuation (£'000) 4,716 Multiple of Investment Cost 1.0x Income received by the Company from this holding in the year (£’000) n/a Source of financial data Unaudited group management accounts for financial year up to 30 June 2024 Aveni Limited develops software that uses AI, machine learning, and natural language processing to analyse financial advisors' client interactions, designed to save time at the analysis stage. The equity held in the company is in A Ordinary Shares. Only A Ordinary Shares attract full voting rights. INFLUENCER LIMITED Cost (£'000) 1,800 Investment comprises: Ordinary shares 1,800 Debt - Valuation method Multiples Valuation (£'000) 12,963 Multiple of Investment Cost 7.2x Income received by the Company from this holding in the period (£’000) - Source of financial data Unaudited group management accounts for financial year up to 31 March 2024 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 the company is C and D Ordinary Shares. Only C Ordinary Shares attract full voting rights. 15 SIGNIFICANT INVESTMENTS > CONTINUED MYSAFEDRIVE LIMITED (“CAMERAMATICS”) Cost (£'000) 3,882 Investment comprises: Ordinary shares 3,278 Debt - Valuation method Multiples Valuation (£'000) 8,388 Multiple of Investment Cost 2.2x Income received by the Company from this holding in the period (£’000) n/a Source of financial data Unaudited group management accounts for financial year up to 31 March 2024 MySafeDrive Limited 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 Ordinary shares attract full voting rights. NOT ANOTHER BEER CO LIMITED (“LUCKY SAINT”) Cost (£'000) 3,289 Investment comprises: Ordinary shares 185,595 Debt - Valuation method Multiples Valuation (£'000) 4,351 Multiple of Investment Cost 1.3x Income received by the Company from this holding in the period (£’000) n/a Source of financial data Unaudited group management accounts for financial year up to 31 December 2023 Not Another Beer Co Limited is the leading dedicated non-alcoholic beer brand in the UK. The equity held in the company is in D Ordinary Shares. Only D Ordinary Shares attract full voting rights. 16 SIGNIFICANT INVESTMENTS > CONTINUED SA FITNESS HOLDINGS LIMITED (“NRG”) Cost (£'000) 3,746 Investment comprises: Ordinary shares 30,833 Debt - Valuation method Multiples Valuation (£'000) 3,746 Multiple of Investment Cost 1.0x Income received by the Company from this holding in the period (£’000) n/a Source of financial data Unaudited group management accounts for financial year up to 31 December 2023 SA Fitness Holdings Limited is a low-cost gym group in the UK, trading as NRG Gyms. The equity held in the company is in D Ordinary Shares. Only D Ordinary Shares attract full voting rights. SEMERIS LIMITED Cost (£'000) 2,859 Investment comprises: Ordinary shares 1,268,630 Debt - Valuation method Multiples Valuation (£'000) 2,859 Multiple of Investment Cost 1.0x Income received by the Company from this holding in the period (£’000) n/a Source of financial data Unaudited group management accounts for financial year up to 31 March 2024 Semeris Limited is a software provider to large financial institutions and their service providers, specializing in the traded securities space. The equity held in the company is in A Ordinary Shares. Only A Ordinary Shares attract full voting rights. 17 SIGNIFICANT INVESTMENTS > CONTINUED POCKIT LIMITED Cost (£'000) 9,961 Investment comprises: Ordinary shares 55,996,303 Debt - Valuation method Multiples Valuation (£'000) 16,890 Multiple of Investment Cost 1.7x Income received by the Company from this holding in the period (£’000) n/a Source of financial data Unaudited group management accounts for financial year up to 31 December 2023 Pockit Limited is a fintech company offering a suite of financial products and ancillary services direct to customers. The equity held in the company is in D, F and G Ordinary Shares. D, F and G Ordinary Shares attract full voting rights. 18 ## 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 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. 19 ## Strategic Report ### The Directors present their Strategic Report of ### the Company for the year ended 28 February ### 2025. 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 capital to manage, the Company’s affairs in such a manner on flotation or by way of a secondary issue. The as to comply with s274 of the Income Tax Act 2007. Company has the ability to structure deals to invest in private companies with an asset-backed focus The Company’s Ordinary Shares of 0.0005p to reduce potential capital loss. The Company has each have been listed on the Official List of to have in excess of 80% of its assets invested in the UK Listing Authority since 2 July 2018. qualifying investments as defined for VCT purposes. Business model and strategy The portfolio of non-qualifying investments will The Company operates as a VCT to enable be managed with the intention of ensuring the its shareholders to benefit from tax reliefs Company has sufficient liquidity to invest in available. The Directors aim to maximise tax- qualifying investments as and when opportunities free distributions to shareholders by way of arise. Subject to the Board and Investment dividends paid out of income received from Manager’s view from time to time of desirable investments, and capital gains received following asset allocation, it may comprise quoted ordinary successful realisations. The Company’s strategy shares or securities on a regulated market, is set out in the Investment Policy below. collective investment schemes (including UCITs), shares or units in an alternative investment Investment policy fund, and cash on short-term deposit. Puma VCT 13 plc seeks to achieve its overall A full text of the Company’s investment investment objective (of proactively managing policy can be found within the Company’s the assets of the fund with an emphasis on prospectus at www.pumainvestments.co.uk. 20 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 VCT risks faced by the Company are listed below. status by using the following methods: Market conditions • the active monitoring of its investments by the There is a risk that geopolitical and economic 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 11. | 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 14. 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 Company should change its investment strategy. a 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 Share and Total Return per Ordinary Share. risks. A breach of s274 of the Income Tax Act The Board considers that the Company has no 2007 could result in the Company being subject non-financial key performance indicators. In to capital gains on the sale of investments. A addition, the Board considers the Company’s breach of the VCT regulations could result in the compliance with the VCT regulations to ensure loss of VCT status and consequent loss of tax that it will maintain its VCT status. An analysis of relief currently available to shareholders. Serious the Company’s key performance indicators and breach of other regulations, such as the UKLA the performance of the Company’s portfolio and Listing Rules and the Companies Act 2006, could specific investments is included in the Chairman’s lead to suspension from the Stock Exchange. Statement, the Investment Manager’s Report and The Board receives quarterly reports to monitor the Investment Portfolio Summary on pages 2 to 14. compliance with regulations and engages 21 STRATEGIC REPORT > CONTINUED Viability statement The Company does not have any employees, and delegates day-to-day operations to service The Directors have conducted a robust assessment providers. The Board’s principal concern is to focus of the principal risks facing the Company on the needs and priorities of its shareholders, including those that would threaten its business as well as considering the wider community, model, future performance, solvency or liquidity. including the Company’s service providers This is summarised above. The Directors have and its investee companies (as disclosed in assessed the prospects of the Company for the the Investment Manager’s Report on pages 6 one year period from the balance sheet date. to 11). The Board considers that the Company This is a period for which developments are does not have customers, only shareholders, considered to be reasonably foreseeable. and its suppliers are the service providers. This review included consideration of compliance The Annual Report as a whole, sets out how the with VCT regulations, the Company’s current Board promotes the success of the Company for the financial position and expected cash flows for benefit of its shareholders. The Board is focused on the period and the current economic outlook. high standards of business conduct and recognises Based on this review, the Directors have concluded the need to act fairly between shareholders. Further that there is a reasonable expectation that details on relations with shareholders is set out in the Company has adequate cash resources the Corporate Governance Statement on page 28. to enable it to continue in operation and The Board engages with the Investment Manager meet its liabilities as they fall due over the at every Board meeting, to ensure that there is a one-year period to 28 February 2026. close and constructive working relationship and a good understanding of the investee companies. Section 172 statement – Duty to promote the The Company also engages regularly with its success of the company other service providers. The Board ensures that Section 172 of the Companies Act requires the interests of current and potential stakeholders, directors of a company to act in the way they and the impact of the Company’s investments on consider, in good faith, would be most likely to the wider community and the environment, are promote the success of the company for the taken into account when decisions are made. benefit of its members as a whole, and in doing so have regard (among other matters) to: VCT status monitoring (a) the likely consequences of any decision in the The Company has engaged Shoosmiths long term, LLP to advise it on compliance with VCT requirements, including evaluation of investment (b) the interests of the company’s employees, opportunities, as appropriate, and regular (c) the need to foster the company’s business review of the portfolio. Although Shoosmiths relationships with suppliers, customers and LLP work closely with the Investment others, Manager, they report directly to the Board. (d) the impact of the company’s operations on the Compliance with the VCT regulations (as community and the environment, described in the Investment Policy) for the year under review is summarised as follows: (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. 22 STRATEGIC REPORT > CONTINUED Position at 28 Feb 2025 The Company has invested 30% of funds raised in an accounting period, in qualifying companies within Complied ## 1 12 months after the end of the accounting period; The Company holds at least 80% of its investments in Complied ## 2 qualifying companies; At least 70% of the Company’s qualifying investments are Complied ## 3 held in “eligible shares”; No investment constitutes more than 15% of the Company’s Complied ## 4 portfolio at time of investment; The Company’s income for each financial year is derived Complied ## 5 wholly or mainly from shares and securities; The Company distributes sufficient revenue dividends to ensure that not more than 15% of the income from shares Complied ## 6 and securities in any one year is retained; and A maximum unit size of £5 million in each VCT qualifying Complied ## 7 investment (per tax year). Directors and employees The Company has not disclosed any information about, or policies in relation to, employees as it has no employees (other than the Directors). All the directors are male. Approved by the board and signed on its behalf by David Buchler Chairman 17 June 2025 23 ## Director's Report ### The Directors present their Annual Report and the audited financial ### statements of the Company for the year ended 28 February 2025. ### 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. Results and dividends 0.0005p Ordinary Shares The results for the financial year are set out on 28 February 29 February page 40. A dividend was declared and paid during 2025 2024 the year totalling £3.9m (2024: nil). It is the aim of the Directors to maximise tax-free distributions David Buchler (Chairman) 20,200 20,200 to shareholders by way of dividends paid out of Graham Shore 51,000 51,000 income received from investments and capital gains received following successful realisations. Stephen Hazell-Smith 20,200 20,200 Post Balance Sheet events No options over the share capital of the Details of material post Balance Sheet events are Company have been granted to the Directors. set out in note 19 to the financial statements. There have been no changes in the holdings of the Directors since the year-end. Future developments The long-term strategy of the Company has been Investment management, administration disclosed in page 20 of the Strategic Report. and performance fees The Company has delegated the investment Capital structure management of the portfolio to Puma Investment | The issued share capital of the Company is | Management Limited (“Puma Investments”). The | | --- | --- | | detailed in note 13 to the financial statements. | principal terms of the Company’s management | | Details of share voting rights and authority to | agreement with Puma Investments are set | | repurchase Ordinary Shares are disclosed in the | out in note 3 to the financial statements. The | | Corporate Governance Statement on page 31. | annual running costs of the Company are | subject to a cap of 3.5% of the Company’s Net Directors Assets as at the end of the accounting period. The Directors of the Company during the year and The Company has delegated company secretarial their beneficial interests in the issued Ordinary Shares and other accounting and administrative support to of the Company at 28 February 2025 were as follows: PI Administration Services Limited for an aggregate annual fee of 0.35% of the NAV of the Fund at each quarter end, payable quarterly in arrears. 24 DIRECTOR'S REPORT > CONTINUED The Investment Manager will also be entitled Directors believe that it is appropriate to continue to a Performance Incentive Fee (“PIF”) payable to apply the going concern basis in preparing in relation to each accounting period, subject the financial statements. This is appropriate, as to the Performance Value per Share exceeding the Company’s listed shares are held for liquidity the High Water Mark (being the higher of 110p purposes and will be sold as and when required and the highest Performance Value per Share at to ensure the Company has adequate cash the end of any previous accounting period). That reserves to meet the Company’s running costs. amount will be allocated, at the discretion of the Investment Manager, between the Investment Financial instruments Manager itself and the management team. The material risks arising from the Company’s financial Under the previous performance incentive instruments are market price risk, credit risk, liquidity arrangement, 3,895,834 Ordinary Shares (as set risk and interest rate risk. The Board reviews and out in note 12 to the financial statements) are held agrees policies for managing each of these risks, by the Investment Manager and members of the and these are summarised in note 15 to the financial investment management team (“Performance statements. These policies have remained unchanged Incentive Shares”). Under the terms of the incentive since the beginning of the financial year. As a Venture arrangement, all rights to dividends will be Capital Trust, it is the Company’s specific business to waived, except amounts payable under the new evaluate and control the investment risk in its portfolio. PIF will, where possible, be paid as a dividend through these Performance Incentive Shares. Substantial shareholdings | It is the Directors’ opinion that the continued | As at 28 February 2025 and as at the date of this | | --- | --- | | appointment of the Investment Manager, | report, the Company had not been notified of | | Puma Investments, on the terms agreed, is in | any direct interests representing 3% or more | | the best interests of the shareholders as a whole. | of the issued share capital of the Company. | The Investment Manager is part of the Shore Capital Group, which has a proven track record Third-party indemnity provision for Directors in VCT management and has a strong Qualifying third-party indemnity provision network within the industry. was in place for the benefit of all Directors of the Company. Corporate Governance Statement Independent auditor The Company’s Corporate Governance Statement is set on page 28 to 31 and forms part of the The auditor, MHA, previously traded through the Directors’ Report. legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased Global greenhouse gas emissions to hold an audit registration with the engagement The Company has no physical assets, operations, transitioning to MHA Audit Services LLP. premises or employees of its own. Consequently, it A resolution to reappoint MHA as independent auditor consumed less than 40,000kWh of energy during will be proposed at the next Annual General Meeting. the year, so has no greenhouse gas emissions to report from its operations, nor does it have Statement as to disclosure of information responsibility for any other emission-producing tothe auditor sources under the Companies Act 2006 (Strategic The Directors in office at the date of this report have Report and Directors’ Report) Regulations 2013. confirmed that, as far as they are each aware, there is no relevant audit information of which the auditor Going concern is unaware. Each of the Directors has confirmed that The Board receives regular reports from Puma they have taken all the steps that they ought to have Investments, and in accordance with the guidance taken as Directors in order to make themselves aware issued by the Financial Reporting Council, the of any relevant audit information and to establish Directors have considered a period of 12 months that it has been communicated to the auditor. from the date of this report for the purposes of determining the Company’s going concern Annual General Meeting status. As part of this assessment, they have taken The Annual General Meeting of the Company into consideration the geopolitical climate, and will be held at Cassini House, 57 St James’s believe that there are no material uncertainties Street, London SW1A 1LD on 18th August 2025 at leading to significant doubt. On this basis, the 25 DIRECTOR'S REPORT > CONTINUED 11.00am. Notice of the Annual General Meeting Directors’ statement pursuant to the disclosure is inserted within this document. Members will and transparency rules be provided with a separate Form of Proxy. Each of the Directors, whose names and functions are listed in the Directors’ Biographies Statement of Directors’ responsibilities on page 19, confirms that, to the best of each The Directors are responsible for preparing the person’s knowledge: Strategic Report, the Directors’ Report, the Directors’ Remuneration Report and the financial statements (a) the financial statements, prepared in in accordance with applicable laws and regulations. accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Company law requires the Directors to prepare Accounting Standards, comprising FRS 102 “The financial statements for each financial year. Under Financial Reporting Standard applicable in the that law, the Directors have elected to prepare the UK and Republic of Ireland”, and applicable law), financial statements in accordance with United give a true and fair view of the assets, liabilities, Kingdom Generally Accepted Accounting Practice financial position and profit/(loss) of the (United Kingdom Accounting Standards, comprising Company; and FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable (b) the Chairman’s Statement, Investment law). Under company law, the Directors must not Manager’s Report, Strategic Report and approve the financial statements unless they are Directors’ Report contained in the Annual satisfied that they give a true and fair view of the state Report include a fair review of the development of affairs of the Company and of the profit or loss and performance of the business and the of the Company for that period. In preparing those position of the Company together with financial statements, the Directors are required to: a description of the principal risks and (a) select suitable accounting policies and then uncertainties that it faces. apply them consistently; Directors’ statement regarding Annual Report (b) make judgements and accounting estimates and Accounts that are reasonable and prudent; The Directors consider that the Annual Report | (c) state whether applicable UK Accounting | | and Accounts, taken as a whole, is fair, balanced | | --- | --- | --- | | | Standards (comprising FRS 102 “The Financial | and understandable and provides the information | | | Reporting Standard applicable in the UK | necessary for shareholders to assess the Company’s | | | and Republic of Ireland”, and applicable law) | position and performance, business model | | | have been followed, subject to any material | and strategy. | departures disclosed and explained in the financial statements; Electronic publication The Directors are responsible for the maintenance (d) prepare the financial statements on the and integrity of the corporate and financial going concern basis unless it is inappropriate information included on the Company’s website. to presume that the Company will continue The financial statements are published on in business. www.pumainvestments.co.uk, a website The Directors are responsible for keeping adequate maintained by the Investment Manager. accounting records that are sufficient to show and Legislation in the United Kingdom regulating explain the Company’s transactions and disclose the preparation and dissemination of with reasonable accuracy at any time, the financial the financial statements may differ from position of the Company and enable them to legislation in other jurisdictions. 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 for taking reasonable steps for the prevention David Buchler and detection of fraud and other irregularities. Chairman 17 June 2025 26 ## 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 18th August 2025. Directors’ remuneration policy The remuneration levels for the forthcoming year were revised to £30,000 for the Chairman and The Board as a whole considers Directors’ £21,600 for the other Directors from October 2024. remuneration and therefore a Remuneration The figures in the table above show the pro-rated Committee has not been established. The Board’s levels for the year. The Directors shall be paid by the policy is that the remuneration of non-executive Company all travelling, hotel and other expenses Directors should reflect time spent and the they may incur in attending meetings of the responsibilities borne by the Directors for the Directors or General Meetings, or otherwise in Company’s affairs and should be sufficient to connection with the discharge of their duties. The enable candidates of high calibre to be recruited. remuneration to be paid is as per the prospectus. Directors’ fees payable during the year totalled £68,000 (excluding VAT) as set out in note 4 to the Directors’ and Officers’ liability insurance cover is financial statements. On 13 September 2017 the held by the Company in respect of the Directors. Directors were appointed for a period of 12 months, after which either party must give three calendar Statement of voting at Annual General Meeting months’ notice to end the contract. Resolutions to approve the Directors’ Remuneration Policy and the Directors’ Remuneration Report Directors’ remuneration were approved by shareholders at the AGM on 13 August 2024. Votes cast are summarised as follows: The Directors are all non-executive and received emoluments as detailed below: | | | | | | | Directors’ | | Directors’ | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Audited | | Audited | | | Remuneration | | Remuneration | | | year ended | | year ended | | | | Policy | | Report | | 28 Feb2025 | | 29 Feb2024 | | | | | | | | | £ | | £ | For 87.0% 86.5% | | | | | Against 10.9% 10.9% David Buchler (Chairman) 27,083 25,000 Number of votes Stephen Hazell-Smith 19,500 18,000 withheld 0.3% 0.5% Graham Shore 19,500 18,000 66,083 61,000 On behalf of the Board David Buchler These are the total emoluments. There are no Chairman pension contributions or share options. There is no requirement for the Directors to hold shares 17 June 2025 in the Company. Directors’ share interests are disclosed in the Directors’ Report on page 24. Brief biographical notes on the Directors are given on page 19. 27 ## Corporate Governance ## Statement The Association of Investment Companies Code of The AIC Code deals with matters such as the Corporate Governance (the “AIC Code”), issued by the relationship with the manager and other service AIC in February 2019, addresses the principles and providers. In practice, most of the time spent by provisions set out in the UK Corporate Governance the board of a well-functioning investment Code (the “UK Code”), issued by the Financial Report company should be spent on matters of general Council (“FRC”) in July 2018, as well as setting out corporate governance (e.g. the investment strategy, additional provisions on issues that are of specific policy and performance). relevance to Puma VCT 13. The FRC has confirmed VCT 13 is committed to maintaining high standards that members of the AIC, who report against the in corporate governance. With the exception of the AIC Code, will be meeting their obligations in relation limited items outlined below, the Directors to the UK Code and the associated disclosure consider that VCT 13 has, throughout the year requirements under paragraph 9.8.6 of the Listing under review, complied with the provisions set out Rules. The AIC Code is available on the AIC’s website in the AIC Code: www.theaic.co.uk. It includes an explanation of how the AIC Code adapts the principles and provisions set • Provision 14 – Due to the size of the Board, out in the UK Code to make them relevant for the role of Chairman and Senior Independent investment companies. Director are both performed by David Buchler. The recommendation in the Code is for the Corporate governance within the investment Senior Independent Director and Chairman company industry differs from that of other to be separate positions on the Board. companies. In addition, VCTs differ from most other The Board believes that David Buchler’s investment companies in that they have, developed experience allows him to exercise proper over many years, a complex range of additional judgement in distinguishing between the roles. legal, tax and regulatory requirements. • Provisions 22, 28 37 – Due to the size of the Puma VCT 13 as a VCT has particular factors that Board and because there are no executive have an impact on its governance arrangements; Directors or senior management, the Company these are outlined below: does not have a nominations committee or • The VCT outsources all day-to-day activities (such as remuneration committee. Since appointment portfolio management, administration, accounting, there have been no changes to the Board of custody and company secretarial). This means the Directors. The Board does not have plans that it is governed entirely by a Board of Non- in place for orderly succession to the Board. Executive Directors. In these circumstances, the • Provision 26 – Due to the size of the Board, proper oversight of these relationships is the key a formal annual performance evaluation of aspect of achieving good corporate governance. the Board, its committees and the individual • The VCT does not have executive Directors or Directors has not been undertaken. Specific employees. As a consequence, the only ‘corporate performance issues are dealt with as they arise. memory’ is that of the Non-Executive Directors. • Provision 29 – Due to the size of the Board, the • The VCT does not have customers, only Chairman of the Company is also the Chairman shareholders. of the Audit Committee. The recommendation in 28 CORPORATE GOVERNANCE STATEMENT > CONTINUED the Code is that the Chairman of the Company In addition to the scheduled full board meetings, should not be a member of the Audit Committee. the directors convened on several further The Board believes that David Buchler’s occasions to consider and approve the accounts, experience allows him to exercise proper valuations, and other matter of significance. judgement in distinguishing between the roles. The Board has also established procedures, whereby Directors wishing to do so in the The Board furtherance of their duties, may take independent The Company has a Board comprising three professional advice at the Company’s expense. non-executive Directors. All Directors are independent as defined by the Code, except for All Directors have access to the advice and Graham Shore as a result of his holding an interest services of the Company Secretary. The Company in the parent of the Investment Manager. The Board Secretary provides the Board with full information considers that all Directors have sufficient experience on the Company’s assets and liabilities and to be able to exercise proper judgement within the other relevant information requested by the meaning of the Code. The Board has appointed Chairman, in advance of each Board meeting. David Buchler as the Senior Independent Director The Board has not established a nominations and he is also the Chairman. Biographical details committee or remuneration committee, as it of all Board members are shown on page 19. considers the Board to be small and comprise In accordance with the recommendations of the wholly non-executive Directors. Appointments Code, all the Directors will retire at the forthcoming of new Directors and Directors’ remuneration are Annual General Meeting and, being eligible, will offer dealt with by the full Board. The remuneration for themselves for re-election. The Board believes that all 2025/26 for the Board will be as per the prospectus. the Directors have made valuable contributions during The Board reviewed Directors’ remuneration the year and remain committed to the role. The Board during the year. Details of the specific levels of therefore recommends that shareholders re-elect remuneration to each Director are set out in David Buchler, Stephen Hazell-Smith and Graham the Directors’ Remuneration Report on page Shore as Directors at the forthcoming Annual 27, and this is subject to shareholder approval. General Meeting. There had been no changes to the composition Full Board meetings take place quarterly, and of the Board since the date of issue of the additional meetings are held as required to address prospectus, and there are no planned changes. specific issues. The Board has a formal schedule As a result, the Company does not have plans of matters specifically reserved for its decision. in place for orderly succession to the Board. These include: • considering recommendations from the Audit Committee Investment Manager; The Audit Committee comprises the two independent non-executive Directors. It is • making all decisions concerning the acquisition chaired by David Buchler and meets annually or disposal of qualifying investments; and with the external auditor prior to approval of the • reviewing annually, the terms of engagement Company’s financial statements. There was one of all third-party advisers (including Audit Committee meeting during the year, which investment managers and administrators). was attended by both independent non-executive Directors. The Audit Committee monitors the The Board makes decisions and sets policies in external auditor’s independence, the effectiveness line with its purpose and outlined strategy. of the audit process and other relevant matters. The attendance of individual Directors at full The Audit Committee receives written confirmation Board meetings during the year was as follows: each year of the external auditor’s independence. The Audit Committee considered the need for an Board meetings internal audit function and concluded that this David Buchler 4/4 function would not be an appropriate control for a Venture Capital Trust. The Audit Committee Graham Shore 4/4 considers that the significant issues in relation to Stephen Hazell-Smith 4/4 these financial statements relate to the carrying 29 CORPORATE GOVERNANCE STATEMENT > CONTINUED value and disclosure of the unquoted investments. Financial reporting The Audit Committee challenges findings and The Directors’ statement of responsibilities for comments received from the Investment Manager preparing the accounts is set out in the Directors’ on the financial performance of the investments. Report on page 26, and a statement by the auditor about its reporting responsibilities is set The Audit Committee, after taking into out in the Auditor’s Report on pages 32 to 39. consideration comments from the Investment Manager and Administrator regarding the Internal control effectiveness of the audit process, recommends The Board is responsible for the Company’s to the Board that MHA continues in office. 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 The Board is responsible for ensuring that the risk areas to be covered during the audit. The procedures to be followed by the advisers and the Audit Committee meets prior to the approval of Directors are in place, and for reviewing the the financial statements to consider the auditor’s effectiveness of the system of internal controls on findings and challenge the work performed, a regular basis, to ensure that the controls remain especially in relation to unquoted investments. relevant and are operating effectively. The Board When considering the effectiveness of the will implement additional controls if it considers it external audit, the Board considers the quality and appropriate to do so. content of the audit plan and report provided to The Directors confirm that they have established a the Committee by the auditor and the resultant continuing process throughout the year and up to reporting and discussions on topics raised. the date of this report for identifying, evaluating and The Audit Committee approves the provision of managing the significant potential risks faced by the any non-audit work prior to it being undertaken. Company, and have reviewed the effectiveness of No non-audit fees were charged during the year. the internal control and risk management systems. The Audit Committee Terms of Reference As part of this process, an annual review of the are on the Investment Manager’s website at internal control and risk management systems www.pumainvestments.co.uk. is carried out in accordance with the Financial Reporting Council guidelines for internal Relations with shareholders control. There were no problems identified Shareholders have the opportunity to from the Directors’ annual review of the internal meet representatives of the investment control and risk management systems. management team and the Board at the Although the Board is ultimately responsible for AGM. The Board is also happy to respond to safeguarding the assets of the Company, the Board any written queries made by shareholders, has delegated, through written agreements, or to meet shareholders if so requested. the day-to-day operation of the Company to the In addition to the formal business of the AGM, following advisers: representatives of the investment management team and the Board are available to answer Administration PI Administration Services any questions a shareholder may have. Limited Separate resolutions are proposed at the AGM on Investment Puma Investment each substantially separate issue. The Registrars Management Management Limited collate proxy votes and the results (together with the proxy forms) are forwarded to the Company Secretary immediately prior to the AGM. Proxy Puma Investment Management Limited identifies votes are announced at the AGM, following each investment opportunities and monitors the portfolio vote on a show of hands, except in the event of a of investments and makes recommendations to poll being called. The Notice of the next AGM and the Board in terms of suggested disposals and Form of Proxy are at the end of this document. further acquisitions. Puma Investment Management 30 CORPORATE GOVERNANCE STATEMENT > CONTINUED Limited holds a discretionary investment mandate Repurchase of ordinary shares for all investments, although qualifying investments Although the ordinary shares are traded on the decisions are all approved by the Board. London Stock Exchange, there is likely to be an illiquid market and, in such circumstances, PI Administration Services Limited is engaged to shareholders may find it difficult to sell their carry out the accounting function and manages ordinary shares in the market. In order to try the retention of physical custody of the documents to improve the liquidity in the ordinary shares, of title relating to unquoted investments. the Board may establish a buy-back policy Quoted investments are held in CREST. whereby the Company will purchase ordinary Internal control systems include production and shares for cancellation. The Board has authority | review of monthly management accounts. Both the | to make market purchases of the Company’s | | --- | --- | | annual and interim report are reviewed and approved | own shares. This authority for up to 14.99% | | by the Board. All outflows made from the VCT’s bank | of the Company’s issued share capital was | | accounts require the authority of two signatories | granted at the 2024 Annual General Meeting. | | from Puma Investments, the Investment Manager. | A resolution will be put to the next Annual | | The Investment Manager is subject to internal | General Meeting to renew this authority. | monitoring as part of the Compliance Framework. Gearing The Board review the performance of the Investment The Board has the authority to borrow up to 50% Manager and are satisfied with the performance. of the amount received from the issued share It is considered it would be unnecessarily capital, but there are currently no plans to take burdensome to establish a separate management advantage of this authority. engagement committee given the entity’s size. Board diversity and inclusion On behalf of the Board The Board currently comprises all male Directors. 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 17 June 2025 with reference to their professional achievement, 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 28 February 2025, employed 63 men and 54 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. 31 ## 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 33 ### to 34 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 • have been prepared in accordance with the requirements of Companies Act 2006. We have audited the financial statements of the Company for the year ended 28 February 2025. The Our opinion is consistent with our reporting financial statements that we have audited comprise: 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 (UK)) and applicable law. Our responsibilities • the Statement of Changes in Equity, and under those standards are further described • Notes 1 to 19 of the financial statements, in the Auditor’s Responsibilities for the Audit of including significant accounting policies. the Financial Statements section of our report. We are independent of the Company in accordance The financial reporting framework that has been with the ethical requirements that are relevant to applied in the preparation of the Company’s our audit of the financial statements in the UK, financial statements is United Kingdom Accounting including the FRC’s Ethical Standard as applied Standards, including Financial Reporting Standard to listed public interest entities, and we have 102 The Financial Reporting Standard applicable fulfilled our ethical responsibilities in accordance in the UK and Republic of Ireland (United Kingdom with those requirements. We believe that the Generally Accepted Accounting Practice). 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 Conclusions relating to going concern Company’s affairs as at 28 February 2025 In auditing the financial statements, we have and its profit for the year then ended; 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 of the financial statements is appropriate. Accepted Accounting Practice; and 32 INDEPENDENT AUDITOR’S REPORT > CONTINUED Our evaluation of the Directors’ assessment of • Considering the impact of market volatility and the Company’s ability to continue to adopt the uncertainty, including as a result of continuing going concern basis of accounting included: geopolitical and economic conditions. • The consideration of inherent risks to the • Calculating financial ratios to ascertain Company’s operations and specifically its the financial health of the Company. business model. • Consideration of liquidity risks associated with • The evaluation of how those risks might impact the VCT’s investment portfolio, particularly due on the Company’s available financial resources. to its inherent exposure to unlisted companies. • Obtaining the Puma VCT 13 plc compliance Based on the work we have performed, we reports prepared by management’s expert during have not identified any material uncertainties the year and as at year end and reviewing the relating to events or conditions that, individually calculations therein to ensure that the Company or collectively, may cast significant doubt on the was meeting its requirements to retain VCT status. Company’s ability to continue as a going concern for a period of at least twelve months from when • Consideration of the Company’s expected future the financial statements are authorised for issue. compliance with legislation, the absence of bank debt, contingencies and commitments In relation to the Company’s reporting on how it and any market or reputational risks. has applied the UK Corporate Governance Code, we have nothing material to add or draw attention • Reviewing the forecasted cashflows that to in relation to the Directors’ statement in the support the Directors’ assessment of the company’s financial statements about whether going concern, challenging assumptions and the Directors considered it appropriate to adopt judgements made in the forecasts, and assessing the going concern basis of accounting. them for reasonableness, by considering the available cash resources relative to the forecast Our responsibilities and the responsibilities of expenditure, which was assessed against the directors with respect to going concern are the prior year for reasonableness, as well as described in the relevant sections of this report. the quantum of liquid investments, such as the quoted investments at year end. 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 2025 2024 Overall materiality £1,679.5k £1,245.8k 1% (1.03%) of the net assets KEY AUDIT MATTERS Recurring • Valuation of investments 33 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 Unquoted investments held as at 28 February 2025 were valued at matter £107.4m (2024: £78.5m). description The company holds a significant portfolio of unquoted investments, which are measured at fair value in accordance with the International Private Equity and Venture Capital Valuation Guidelines. Fair value is typically determined using valuation techniques such as earnings or revenue-based multiples, or net asset value. These valuations involve a significant level of judgement, particularly in selecting appropriate methodologies and inputs to determine the fair value of the investments. There is therefore a risk that the judgements applied in the valuation methodologies could result in a material misstatement of investment values. As a result, we identified the valuation of unquoted investments as a key audit matter due to its significant impact on our overall audit strategy and the allocation of our resources. How the We responded to this matter by testing the valuation of the portfolio of investments. scope of Our audit procedures included: our audit • Obtaining an understanding of the internal controls over the investment valuation, responded including assessing the design and implementation of key management to the key controls, such as the review and approval process for investment valuations. audit matter • Reviewing the most recent financial statements of the underlying investee companies. • Evaluating management’s valuation methodology for unquoted investments, including reviewing underlying investment agreements and other relevant supporting documentation. • Involving 3rd party valuation experts to evaluate whether the valuation methodology was appropriate under the International Private Equity and Venture Capital Valuation (IPEV) Guidelines. • Engaging 3rd party valuation experts to reperform the calculation of investment valuations and assess key judgments and assumptions used by management in the valuation model. • Challenging the assumptions inherent in the valuation of unquoted investments by developing our own point estimates where alternative assumptions could reasonably be applied and considering the overall impact of such sensitivities on the portfolio to determine whether valuations were reasonable and unbiased. • Considered whether any other events that occurred subsequent to the period end affect the underlying assumptions of the valuations at 28 February 2025. • Considered the appropriateness of the disclosures in the financial statements in respect of unquoted investments. Key Based on the procedures above, we identified no material misstatements in relation observations to the valuation of the unquoted investments. 34 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** | £1,679.5k (2024: £1,245.8k) | | --- | --- | | Basis of determining overall materiality | We determined materiality based on 1% (2024: 1.03%) of net assets value. We have considered net asset value per share to be the Company's key financial metric as it one of the principal considerations for members of the Company when assessing financial position. For this reason, we selected net assets as the benchmark upon which to base our determination of materiality. | | **Performance materiality** | £1,175.7k (2024: £872.1k) | | Basis of determining overall performance materiality | We determined performance materiality based on 70% (2024: 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 £84.0k (2024: £62.3k) 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. ## Reporting on other information The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. 35 INDEPENDENT AUDITOR’S REPORT > CONTINUED Opinions on other matters prescribed by the Based on the work undertaken as part of our audit, Companies Act 2006 we have concluded that each of the following elements of the Corporate Governance Statement is In our opinion, based on the work undertaken in materially consistent with the financial statements the course of the audit: and our knowledge obtained during the audit: • the information given in the Strategic Report • Directors' statement with regards the and the Directors’ Report for the financial year appropriateness of adopting the going for which the financial statements are prepared concern basis of accounting and any material is consistent with the financial statements; and uncertainties identified set out on page 25; • the Strategic Report and the Directors’ • Directors’ explanation as to its assessment Report have been prepared in accordance of the group’s prospects, the period this with applicable legal requirements. assessment covers and why the period In the light of the knowledge and understanding is appropriate set out on page 24; of the Company and its environment • Directors’ statement on whether it has a obtained in the course of the audit, we have reasonable expectation that the group not identified material misstatements in the will be able to continue in operation and Strategic Report or the Directors’ Report. meets its liabilities set out on page 25; Directors’ remuneration report • Directors' statement on fair, balanced and Those aspects of the Directors’ remuneration report understandable set out on page 26; which are required to be audited have been prepared • Board’s confirmation that it has carried in accordance with applicable legal requirements. out a robust assessment of the emerging and principal risks set out on page 21; Matters on which we are required to report by exception • Section of the annual report that describes the We have nothing to report in respect of the following review of effectiveness of risk management and matters in relation to which the Companies Act internal control systems set out on page 21; and 2006 requires us to report to you if, in our opinion: • Section describing the work of the audit • adequate accounting records have not been committee set out on page 29 kept, or returns adequate for our audit have not been received by branches not visited by us; or Responsibilities of Directors As explained more fully in the Directors’ responsibilities • the financial statements are not in agreement statement, the Directors are responsible for the with the accounting records and returns; or preparation of the financial statements and for • certain disclosures of directors’ remuneration being satisfied that they give a true and fair view, specified by law are not made; or and for such internal control as the Directors determine is necessary to enable the preparation • the part of the directors’ remuneration of financial statements that are free from material report to be audited is not in agreement with misstatement, whether due to fraud or error. the accounting records and returns; or In preparing the financial statements, the Directors • we have not received all the information and are responsible for assessing the Company’s ability to explanations we require for our audit; or continue as a going concern, disclosing, as applicable, • a corporate governance statement has matters related to going concern and using the going not been prepared by the Company. concern basis of accounting unless the Directors either intend to liquidate the Company or to cease Corporate governance statement operations, or have no realistic alternative but to do so. We have reviewed the directors’ statement in Auditor responsibilities for the audit of the relation to going concern, longer-term viability and financial statements that part of the Corporate Governance Statement relating to the entity’s compliance with the Our objectives are to obtain reasonable assurance provisions of the UK Corporate Governance Code about whether the financial statements as a whole specified for our review by the Listing Rules. are free from material misstatement, whether due 36 INDEPENDENT AUDITOR’S REPORT > CONTINUED to fraud or error, and to issue an auditor’s report that be expected to have a direct material effect on includes our opinion. Reasonable assurance is a high the financial statements, such as provisions of level of assurance but is not a guarantee that an audit the Companies Act 2006, the FCA listing and conducted in accordance with ISAs (UK) will always DTR rules, the principles of the UK Corporate detect a material misstatement when it exists. Governance Code applied through adherence to the AIC Code of Corporate Governance (the Misstatements can arise from fraud or error "AIC Code"), industry practice represented by the and are considered material if, individually or in Statement of Recommended Practice: Financial aggregate, they could reasonably be expected to Statements of Investment Trust Companies and influence the economic decisions of users taken Venture Capital Trusts (“the SORP”) and updated on the basis of these financial statements. in July 2022 with consequential amendments, A further description of our responsibilities for the the Company's qualification as a Venture Capital financial statements is located on the FRC’s website Trust under section 274 of the Income Tax Act at: www.frc.org.uk/auditorsresponsibilities. This 2007 and the applicable financial reporting description forms part of our auditor’s report. framework. We also considered the Company’s qualification as VCT under UK tax legislation. Extent to which the audit was considered capable • We enquired with the directors and of detecting irregularities, including fraud management concerning the Company’s Irregularities, including fraud, are instances of policies and procedures relating to: non-compliance with laws and regulations. We – identifying, evaluating and complying with the design procedures in line with our responsibilities, laws and regulations and whether they were outlined above, to detect material misstatements aware of any instances of non-compliance; in respect of irregularities, including fraud. – detecting and responding to the risks of These audit procedures were designed to provide fraud and whether they had any knowledge reasonable assurance that the financial statements of actual or suspected fraud; and were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than – the internal controls established to mitigate the risk of not detecting one resulting from error risks related to fraud or non-compliance and detecting irregularities that result from fraud with laws and regulations. is inherently more difficult than detecting those • We assessed the susceptibility of the Company’s that result from error, as fraud may involve collusion, financial statements to material misstatement, deliberate concealment, forgery or intentional including fraud and considered the fraud risk misrepresentations. Also, the further removed non- areas to the valuation of unquoted investments compliance with laws and regulations is from events and management override of controls. Our and transactions reflected in the financial statements, tests included, but were not limited to: the less likely we would become aware of it. – the procedures set out in the key audit matter section above. Identifying and assessing potential risks arising from irregularities, including fraud – obtaining independent evidence to support The extent of the procedures undertaken the ownership of investments. to identify and assess the risks of material – recalculating management and administration misstatement in respect of irregularities, fees in total. including fraud, included the following: – obtaining independent confirmation • We considered the nature of the industry of bank balances. and sector the control environment, business performance including remuneration policies Audit response to risks identified and the Company’s own risk assessment that In respect of the above procedures: irregularities might occur as a result of fraud or error. From our sector experience and through • reviewed financial statement disclosures and discussion with the directors, we obtained testing to supporting documentation to an understanding of the legal and regulatory assess compliance with applicable laws frameworks applicable to the Company focusing and regulations expected to have a direct on laws and regulations that could reasonably impact on the financial statements. 37 INDEPENDENT AUDITOR’S REPORT > CONTINUED • tested journal entries, including those processed The Company is required to include these financial late for financial statements preparation, those statements in an annual financial report prepared posted by infrequent or unexpected users, and under Disclosure Guidance and Transparency Rules those posted to unusual account combinations. 4.1.15R to 4.1.18R. This auditor’s report provides no assurance over whether the annual financial report has • evaluated the business rationale of been prepared in accordance with those requirements significant transactions outside the normal course of business, and reviewed accounting estimates for bias. Ahmer Khan • enquired with management around actual (Senior Statutory Auditor) and potential litigation and claims. for and on behalf of MHA, Statutory Auditor London, United Kingdom • challenged the assumptions and judgements 17 June 2025 made by management in its significant accounting estimates, in particular those relating to the determination of the investments valuation MHA is the trading name of MHA Audit Services in the key audit matter section of our report. LLP, a limited liability partnership in England • reviewed minutes of meetings of those charged and Wales (registered number OC455542) with governance for the period for instances of non-compliance with laws and regulations. • 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. Other requirements We were appointed by the Directors on 1 February 2022 for the audit of statutory financial statements of the Company for the year ended 28 February 2022. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is 4 years. We did not provide any non-audit services which are prohibited by the FRC’s Ethical Standard to the Company, and we remain independent of the Company in conducting our audit. Use of our report This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. 38 39 # Income Statement FOR THE YEAR ENDED 28 FEBRUARY 2025 | | Note | Year ended 28 February 2025 | | | Year ended 29 February 2024 | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | Gain/(loss) on fixed asset investments | 8 (b) | - | 1,290 | 1,290 | - | (6,478) | (6,478) | | Gain on current asset investments | 10 | - | 724 | 724 | - | 551 | 551 | | Income | 2 | 2,418 | - | 2,418 | 857 | - | 857 | | | | **2,418** | **2,014** | **4,432** | **857** | **(5,927)** | **(5,070)** | | Investment management fees | 3 | (769) | (2,310) | (3,079) | (572) | (1,715) | (2,287) | | Performance fee | 3 | - | - | - | - | - | - | | Other expenses | 4 | (1,136) | - | (1,136) | (740) | - | (740) | | | | **(1,905)** | **(2,310)** | **(4,215)** | **(1,312)** | **(1,715)** | **(3,027)** | | **Profit/(loss) before tax** | | **513** | **(296)** | **217** | **(455)** | **(7,642)** | **(8,097)** | | Tax | 5 | - | - | - | - | - | - | | **Profit/(loss) after tax** | | **513** | **(296)** | **217** | **(455)** | **(7,642)** | **(8,097)** | | Basic and diluted profit/(loss) per Ordinary Share (pence) | 6 | 0.42p | (0.24p) | 0.18p | (0.53p) | (8.89p) | (9.42p) | 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. 40 φ # Balance Sheet AS AT 28 FEBRUARY 2025 | | Note | As at 28 February 2025 £'000 | As at 29 February 2024 £'000 | | --- | --- | --- | --- | | **Fixed assets** | | | | | Investments | 8 | 107,406 | 78,497 | | **Current assets** | | | | | Debtors | 9 | 830 | 619 | | Investments | 10 | 45,252 | 24,799 | | Applications cash^{1} | | 4,789 | 6,756 | | Cash at bank | | 13,157 | 15,289 | | | | **64,028** | **47,463** | | **Current liabilities** | 11 | (5,561) | (7,414) | | **Net current assets** | | **58,467** | **40,049** | | **Net assets** | | **165,873** | **118,546** | | **Capital and reserves** | | | | | Called up share capital | 13 | 70 | 50 | | Share premium | | 63,014 | 8,104 | | Capital reserve - realised | | (6,453) | (4,249) | | Capital reserve - unrealised | | 15,665 | 13,757 | | Revenue reserve | | (1,725) | (2,238) | | Special distributable reserve | | 95,302 | 103,122 | | **Total equity** | | **165,873** | **118,546** | | **Net Asset Value per Ordinary Share** | 14 | **122.28p** | **124.48p** | $^{1}$ Funds raised from investors since VCT 13 opened for new investment which have not been allotted as at year end. The financial statements on pages 41 to 55 were approved and authorised for issue by the Board of Directors on 17 June 2025 and were signed on their behalf by: **David Buchler** Chairman 41 # Statement of Cash Flows FOR THE YEAR ENDED 28 FEBRUARY 2025 | | Year ended 28 February 2025 | Year ended 29 February 2024 | | --- | --- | --- | | | £'000 | £'000 | | **Reconciliation of profit/(loss) before tax** | | | | Profit/(loss) before tax | 217 | (8,097) | | Unrealised (gain)/loss on fixed asset investments | (1,290) | 6,478 | | Unrealised gain on current asset investments | (637) | (551) | | Realised gain on current asset investments | (87) | - | | Increase in debtors | (211) | (364) | | Increase/(decrease) in creditors | 114 | (662) | | **Outflow from operating activities** | **(1,894)** | **(3,196)** | | **Cash flow from investing activities** | | | | Purchase of fixed asset investments | (27,619) | (27,631) | | Purchase of current asset investments | (32,364) | (24,249) | | Proceeds from disposal of current asset investments | 12,635 | 1,201 | | **Outflow from investing activities** | **(47,348)** | **(50,679)** | | **Cash flow from financing activities** | | | | Proceeds received from issue of ordinary share capital | 55,935 | 36,322 | | Expense paid for issue of share capital | (1,003) | (591) | | Movement in applications account | (1,967) | 475 | | Shares cancelled in year | (3,881) | (856) | | Dividends paid to shareholders | (3,941) | - | | **Inflow from financing activities** | **45,143** | **35,350** | | **Net decrease in cash and cash equivalents** | **(4,099)** | **18,525** | | Cash and cash equivalents at the beginning of the year | 22,045 | 40,570 | | **Cash and cash equivalents at the end of the year** | **17,946** | **22,045** | | **Cash and cash equivalents comprise** | | | | Cash at bank | 13,157 | 15,289 | | Applications cash | 4,789 | 6,756 | | **Cash and cash equivalents at the end of the year** | **17,946** | **22,045** | 42 ## Statement of Changes in Equity FOR THE YEAR ENDED 28 FEBRUARY 2025 | 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 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-class 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 Comprehensive income for the year Profit/(loss) after tax - - (2,223) 1,927 513 - 217 Total comprehensive income for the year - - (2,223) 1,927 513 - 217 Transactions with owners, recognised directly in equity Issue of shares 22 55,913 - - - - 55,935 Share issue cost - (1,003) - - - - (1,003) Repurchase of own shares (2) - - - - (3,879) (3,881) Dividends paid - - - - - (3,941) (3,941) Total transactions with owners, 20 54,910 - - - (7,820) 47,110 recognised directly in equity Other movements Prior year current asset gains now realised - - 19 (19) - - - Total other movements - - 19 (19) - - - Balance as at 28 February 2025 70 63,014 (6,453) 15,665 (1,725) 95,302 165,873 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. 43 ## Notes to the Financial Statements FOR THE YEAR ENDED 28 FEBRUARY 2025 Cash and cash equivalents ## 1. Accounting policies Cash, for the purposes of the cash flow statement, Accounting convention comprises cash at bank and applications cash. Puma VCT 13 plc (“the Company”) was incorporated Applications cash relates to funds raised from in England on 15 September 2016 and is registered investors since the VCT opened for new investment and domiciled in England and Wales. The which have not been allotted as at year end. Cash Company’s registered number is 10376236. The equivalents are investments which are disposable registered office is Cassini House, 57 St James’s without curtailing or disrupting the business and Street, London SW1A 1LD. The Company is a public are either readily convertible into known amounts limited company (limited by shares) whose shares of cash at or close to their carrying values. Interest are listed on LSE as a Closed Ended Investment earned on cash balances is recorded as income. Fund. The Company’s principal activities and a description of the nature of the Company’s Investments operations are disclosed in the Strategic Report. All investments are measured at fair value through profit and loss. They are held as part of the Company’s The financial statements have been prepared investment portfolio and are managed in accordance under the historical cost convention, modified to with the investment policy set out on page 20. include investments at fair value, and in accordance with the requirements of the Companies Act Unquoted investments are stated at fair 2006, including the provisions of the Large and value by the Directors with reference to the Medium-sized Companies and Groups (Accounts International Private Equity and Venture Capital and Reports) Regulations 2008 and with FRS 102 Valuation (“IPEV”) Guidelines as follows: “The Financial Reporting Standard applicable in | the UK and Republic of Ireland” (“FRS 102”) and the | • Investments which have been made within | | --- | --- | | Statement of Recommended Practice, “Financial | the last twelve months or where the investee | | Statements of Investment Trust Companies and | company is in the early stage of development | | Venture Capital Trusts” issued in October 2019 by the | are initially recognised and will usually be valued | | Association of Investment Companies (“the SORP”). | at either the price of recent investment or | | Monetary amounts in these financial statements | cost as the closest approximation to fair value, | | are rounded to the nearest whole £1,000, except | except where the company’s performance | | where otherwise indicated. The functional and | against plan is significantly different from | | presentational currency of the Company is sterling. | expectations on which the investment was | made, in which case a different valuation Going concern methodology will be adopted. Investments are derecognised when the VCT has transferred The Directors have considered a period of 12 months substantially all risks and rewards of ownership. from the date of this report for the purposes of determining the Company’s going concern status, • For investments that have been held for longer which has been assessed in accordance with the than 12 months, methods of valuation such as guidance issued by the Financial Reporting Council. earnings or revenue-based multiples or Net Asset The Directors have a reasonable expectation that Value may be used to arrive at the fair value the Company has adequate resources to continue • Investments in debt instruments are held at in operational existence for the foreseeable future amortised cost and accrue interest at the rate and believe that it is appropriate to continue to apply agreed within the Investment Agreement. the going concern basis in preparing the financial Interest is shown separately within debtors. statements. This is appropriate as the Company’s investments in non-qualifying investments are held • Realised gains and losses on the disposal of for liquidity purposes and will be sold as and when investments are first recognised in the profit required to ensure the Company has adequate cash and loss and subsequently taken to realised reserves to meet the Company’s running costs. capital reserves. 44 NOTES TO THE FINANCIAL STATEMENTS > CONTINUED | • Unrealised gains and losses on the revaluation | High Water Mark (being the higher of 110p and | | --- | --- | | of investments are first recognised in the profit | the highest Performance Value per Share at | | and loss and subsequently taken to unrealised | the end of any previous accounting period) | | capital reserves. | 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 • expenses incidental to the acquisition or disposal expertise of the team who work closely with the of an investment charged to capital; and investee companies; a fair value is reached using | appropriate valuation techniques consistent | • the investment management fee, 75% | | --- | --- | | with the IPEV guidelines. Any deviations in | of which has been charged to capital to | | expectations of performance of the underlying | reflect an element which is, in the Directors’ | | companies are captured within the information | opinion, attributable to the maintenance or | | received and, as such, reflected in the fair value. | enhancement of the value of the Company’s | investments in accordance with the Board’s • Impairment of debt instruments is considered expected long-term split of return; and when arriving at the valuations for equity shareholders. Loan notes are deducted from the • the performance fee which is charged to capital. overall enterprise value before distributing in Taxation line with the appropriate waterfall arrangements between equity shareholders. If the enterprise Corporation tax is applied to profits chargeable value is greater than the debt instrument, the to corporation tax, if any, at the applicable rate loan note is not considered to be impaired. for the year. The tax effect of different items of income/gain and expenditure/loss is allocated Income between capital and revenue return on the Dividends receivable on listed equity shares are marginal basis as recommended by the SORP. brought into account on the ex-dividend date. Deferred tax is recognised in respect of all Dividends receivable on unquoted equity shares timing differences that have originated but are brought into account when the Company’s not reversed at the Balance Sheet date, where right to receive payment is established and transactions or events that result in an obligation there is no reasonable doubt that payment will to pay more, or right to pay less, tax in the future be received. Interest receivable is recognised have occurred at the Balance Sheet date. This wholly as a revenue item on an accruals basis. is subject to deferred tax assets only being recognised if it is considered more likely than Performance fees not that there will be suitable taxable profits Performance fees are payable to the Investment from which the future reversal of the underlying Manager, Puma Investment Management timing differences can be deducted. Timing Limited, and members of the investment differences are differences arising between the management team at 20% of the amount by Company’s taxable profits and its results as stated which the Performance Value per Share at in the financial statements which are capable of the end of an accounting period exceeds the reversal in one or more subsequent periods. 45 NOTES TO THE FINANCIAL STATEMENTS > CONTINUED Deferred tax is measured on a non-discounted basis appropriate valuation techniques consistent with at the tax rates that are expected to apply in the the IPEV guidelines outlined in the Investments periods in which timing differences are expected section in note 1 to the financial statements above. to reverse, based on tax rates and laws enacted or Valuations are based upon financial information substantively enacted at the Balance Sheet date. received from the underlying investee companies, together with the extensive knowledge and Reserves expertise of the team who work closely with the investee companies. Any deviations in expectations Realised losses and gains on investments, of performance of the underlying companies transaction costs, the capital element of the are captured within the information received investment management fee, performance and, as such, reflected in the fair value. Further fee and taxation are taken through the Income details can be found within the Investments Statement and recognised in capital reserve – section in Note 1 of the financial statements realised on the Balance Sheet. Unrealised losses and gains on investments are also taken through Further details of the unquoted investments are the Income Statement and are recognised in capital disclosed in the Investment Manager’s Report on reserve – unrealised. The special distributable pages 6 to 11 and notes 8 and 15 to the financial reserve includes cancelled share premium and statements. represents reserves available for dividends and repurchases of shares subject to additional ## VCT restrictions surrounding retention of the 2. Income share capital and share premium account. Year ended Year ended Debtors 28 February 29 February 2025 2024 Debtors include other debtors and accrued income. These are initially recorded at £’000 £’000 the transaction price and subsequently Income from investments measured at amortised cost, being the Qualifying interest income 215 305 transaction price less any amounts settled. Qualifying dividend income 2,005 477 Non-qualifying interest Creditors 198 75 income Creditors are initially measured at the 2,418 857 transaction price and subsequently measured at amortised cost, being the transaction price less any amounts settled. 3. Investment management Dividends ## and performance fees Dividends payable are recognised as distributions in the financial statements when the VCT’s liability to make the payment has been established. | | Year ended | | Year ended | | | --- | --- | --- | --- | --- | | This liability is established on the record date, | 28 February | | 29 February | | | | | 2025 | | 2024 | the date on which those shareholders on the share register are entitled to the dividend. £’000 £’000 Puma Investments fees 3,079 2,287 Key accounting estimates and assumptions Performance fees (see note 12) - - The Company makes estimates and assumptions 3,079 2,287 concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The Puma Investment Management Limited (“Puma estimates and assumptions that have a significant Investments”) has been appointed as the risk of causing a material adjustment to the carrying Investment Manager of the Company for an initial amounts of assets within the next financial year period of five years, which can be terminated by not relate to the fair value of unquoted investments. less than 12 months’ notice, given at any time by Unquoted investments are stated at fair value at either party, on or after the fifth anniversary. Puma each measurement date in accordance with the Investments has been appointed as the Investment 46 NOTES TO THE FINANCIAL STATEMENTS > CONTINUED Manager for 7 years. The Board is satisfied with the ## 5. Tax performance of the Investment Manager. Under the terms of this agreement Puma Investments Year ended Year ended will be paid an annual fee of 2% of the Net Asset 28 February 29 February Value payable quarterly in arrears calculated on the 2025 2024 relevant quarter end NAV of the Company. These £’000 £’000 fees commenced on 19 March 2018 (the date of the first share allotment). These fees are capped, UK corporation tax charged to revenue the Investment Manager having agreed to reduce reserve - - its fee (if necessary to nothing) to contain total UK corporation tax annual costs (excluding performance fee and trail charged to capital commission) to 3.5% of the Company’s net assets. reserve - - Total costs this year were 2.5% of the Company’s UK corporation tax net assets as at 28 February 2025 (2024: 2.6%). charge for the period - - In addition to the Investment Manager fees Factors affecting tax disclosed above, during the year, Puma Investment charge for the period Profit /(loss) before Management Limited charged fees of £582,071 taxation 217 (8,097) (2024: £366,723) as commission for share issue costs. Tax charge calculated on profit/(loss) before taxation at the ## 4. Other expenses applicable rate of 25% 54 (2,024) | | | | | (Gains)/losses on | (504) 1,482 | | --- | --- | --- | --- | --- | --- | | Year ended | | Year ended | | investments | | | 28 February | | 29 February | | | | | | 2025 | | 2024 | Tax losses carried | 450 542 | forward £’000 £’000 - - PI Administration 540 400 Services fees Directors’ remuneration 68 64 The corporation tax rate for the current year Social security costs 4 2 is 25% (2024: 25%). Auditor’s remuneration 57 74 for statutory audit Capital returns are not taxable as the Company Other expenses 467 200 is exempt from tax on realised capital gains 1,136 740 while it continues to comply with the VCT regulations, so no corporation tax is recognised on capital gains or losses. Due to the intention Puma Investments provides accounting and to continue to comply with the VCT regulations, administrative services to VCT 13, payable quarterly the Company has not provided for deferred in advance. The fee is calculated as 0.35% of VCT tax on any realised or unrealised capital gains 13’s NAV calculated at each month end NAV. and losses. No deferred tax asset has been recognised in respect of the tax losses carried Directors’ fees paid in the year are disclosed in forward due to the uncertainty as to recovery. the Directors’ Remuneration Report on page 27. The Company has no employees other than non-executive Directors (2024: none). The average number of non-executive Directors during the year was 3 (2024: 3). Auditor’s fees of £56,563 (2024: £69,960) 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 (2024: £nil). Other expenses are made up of several smaller items, the largest being PR related costs totalling £243,000. 47 NOTES TO THE FINANCIAL STATEMENTS > CONTINUED ## 6. Basic and diluted profit/(loss) per Ordinary Share Year ended 28 February 2025 | | Revenue | | | Capital | Total | | --- | --- | --- | --- | --- | --- | | | | £’000 | | £’000 | £’000 | | Profit/(loss) for the year | | | 513 (296) 217 | | | | Weighted average number of shares in issue for the year | 124,799,321 124,799,321 124,799,321 | | | | | 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 120,903,487 120,903,487 120,903,487 Profit/(loss) per share 0.42p (0.24)p 0.18p 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 (0.53)p (8.89)p (9.42)p This calculation has been carried out in accordance with IAS 33. ## 7. Dividends During the year, a dividend of 3p per Ordinary Share was declared and subsequently paid in relation to gains on the non-qualifying investment portfolio. The dividend was paid on 16 December 2024 totalling £3.9 million. 48 NOTES TO THE FINANCIAL STATEMENTS > CONTINUED ## 8. Investments Qualifying venture capital investments Total (a) Movements in investments £’000 £’000 Book cost at 1 March 2024 65,307 65,307 Net unrealised gains at 1 March 2024 13,190 13,190 Valuation at 1 March 2024 78,497 78,497 Purchases at cost 27,619 27,619 Movement in net unrealised gain 1,290 1,290 Valuation at 28 February 2025 107,406 107,406 Book cost at 28 February 2025 92,926 92,926 Net unrealised gains at 28 February 2025 14,480 14,480 Valuation at 28 February 2025 107,406 107,406 | | | Year ended | | | | Year ended | | | --- | --- | --- | --- | --- | --- | --- | --- | | | 28 February 2025 | | | | 29 February 2024 | | | | (b) Gains/(losses) on investments | | | £’000 | | | | £’000 | | Movement in realised gain/(loss) on | | | | - (245) | | | | investments in the year Movement in unrealised gain/(loss) on 1,290 (6,233) investments in the year 1,290 (6,478) The Company received nil (2024: £1.2 million) from investments sold in the year. The book cost of these investments when they were purchased was nil (2024: £1.5 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. During the year-ended Feb 2024, purchases at cost totalled £27.6m and unrealised loss in the year totalled £6.2m. All the Company’s qualifying investments as at 28 February 2025 and 29 February 2024 were unquoted. | | Market value as at | | Market value as at | | | --- | --- | --- | --- | --- | | | 28 February 2025 | | 29 February 2024 | | | (c) Quoted and unquoted investments | | £’000 | | £’000 | | Unquoted investments | | 107,406 78,497 | | | 107,406 78,497 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 18 of the Annual Report. 49 NOTES TO THE FINANCIAL STATEMENTS > CONTINUED Management Limited, being one quarter paid ## 9. Debtors up, so as to enable the Company to obtain a certificate under s761 of the Companies Act 2006. As at As at 28 February 29 February Each of the redeemable preference shares carries 2025 2024 the right to a fixed, cumulative, preferential £’000 £’000 dividend of 0.1% per annum (exclusive of any Other debtors 114 39 imputed tax credit available to shareholders) on the nominal amount thereof but confers no Prepayments 187 265 right to vote except as otherwise agreed by the Accrued income 529 315 holders of a majority of the shares. On a winding- 830 619 up, the redeemable preference shares confer the right to be paid the nominal amount paid on such shares. The redeemable preference shares ## 10. Current asset investments are redeemable at par at any time by the Company and by the holder. Each redeemable | | As at | | As at | | | --- | --- | --- | --- | --- | | 28 February | | 29 February | | preference share which is redeemed, shall thereafter | | | 2025 | | 2024 | be cancelled without further resolution or consent. | £’000 £’000 These shares were redeemed during the year. Current asset investments 45,252 24,799 ## 45,252 24,799 12. Management performance ## incentive arrangement Current asset investments comprise short term On 8 December 2016, the Company entered into bonds held through collective investment schemes. an agreement with the Investment Manager and During the year to February 2025, gains on current members of the investment management team asset investments totalled £0.7 million, of which (together “the Management Team”) such that the £87,000 was realised (2024: £0.5 million total gains, Management Team will be entitled in aggregate of which all was unrealised). to share in 20 per cent of the aggregate excess on any amounts realised by the Company in excess of £1.05 per Ordinary Share (“the Performance Target”). This agreement was amended by a deed ## 11. Current liabilities of variation on 28 June 2018 to extend the terms ## – creditors of this arrangement so as to cover the offers for subscription that were launched in 2017 and 2018. As at As at The amount of the Performance Incentive Fee 28 February 29 February 2025 2024 (PIF) is equal to 20% of the amount by which the Performance Value per Share at the end of £’000 £’000 an accounting period exceeds the High Water Accruals 772 645 Mark (being the higher of 110p and the highest Applications cash 4,789 6,756 Performance Value per Share at the end of Redeemable preference - 13 any previous accounting period), multiplied shares by the number of relevant Ordinary Shares in 5,561 7,414 issue at the end of the relevant period. That amount will be allocated, at the discretion of the Investment Manager, between the Investment Included within accruals is nil (2024: £nil) in relation Manager itself and the Management Team. to performance fees payable. Under the original 2016 performance incentive Applications cash is cash received from investors arrangement (set out above) 3,895,834 Ordinary to Puma VCT 13 but not yet allotted. Shares are held by the Investment Manager and Redeemable preference shares were issued for members of the Management Team (“Performance total consideration of £12,500 to Puma Investment Incentive Shares”). Under the terms of that incentive 50 NOTES TO THE FINANCIAL STATEMENTS > CONTINUED arrangement, all rights to dividends are waived except that amounts payable under the PIF will, where possible, be paid as a dividend through these Performance Incentive Shares. ## 13. Called-up share capital | | As at | | As at | | As at | | As at | | --- | --- | --- | --- | --- | --- | --- | --- | | 28 February | | 29 February | | 28 February | | 29 February | | | | 2025 | | 2024 | | 2025 | | 2024 | | | | | | Number of | | Number of | | | | £’000 £’000 | | | | shares | | shares | Allotted, called up and fully paid: Ordinary shares of 0.05p each 70 50 139,551,650 99,130,662 Alloted, called up and partly paid: Redeemable preference shares of £1 each - 13 - 50,000 During the year, 43,646,363 shares were issued at an average price of 128.2p per share (2024: 26,262,654 shares were issued at an average price of 138.3p per share). The consideration received for these shares was £55.9 million (2024: £36.3 million). The rights attached to the Ordinary Shares can be found within the Corporate Governance Statement on page 28. The rights attached to the Preference Shares can be found within note 11. ## 14. Net Asset Value per Ordinary Share As at As at 28 February 2025 29 February 2024 £'000 £'000 Net assets 165,873 118,546 Number of shares in issue 139,551,650 99,130,662 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 135,655,816 95,234,828 Net Asset Value per share Basic 122.28p 124.48p 51 NOTES TO THE FINANCIAL STATEMENTS > CONTINUED | 15. Financial instruments | | As at | | As at | | --- | --- | --- | --- | --- | | | 28 February | | 29 February | | | The Company’s financial instruments comprise | | 2025 | | 2024 | | its investments, cash balances, debtors and | | £’000 £’000 | | | certain creditors. The fair value of all the Cash at bank and in hand 13,157 15,289 Company’s financial assets and liabilities is represented by the carrying value in the Applications cash 4,789 6,756 Balance Sheet. Excluding cash balances, the Investments in loan notes 11,144 5,801 Company held the following categories of Current asset investments 45,252 24,799 financial instruments at 28 February 2025: Other receivables 830 619 | | As at | | As at | 75,172 53,264 | | --- | --- | --- | --- | --- | | 28 February | | 29 February | | | | | 2025 | | 2024 | | The cash held by the Company at the year-end is held £’000 £’000 in RBS and the applications cash is held at NatWest. Financial assets at fair value Bankruptcy or insolvency of the banks may cause the through profit or loss 141,514 97,495 Company’s rights with respect to the receipt of cash Financial assets measured held to be delayed or limited. The Board monitors the at amortised cost 11,974 6,420 Company’s risk by reviewing regularly the financial Financial liabilities measured position of the bank and should it deteriorate significantly at amortised cost (772) (658) the Investment Manager will, on instruction of the Board, 152,716 103,257 move the cash holdings to another bank. Both banks currently have a credit rating of A1. Investments in loans and loan notes comprises a Management of risk fundamental part of the Company’s venture capital The main risks the Company faces from its investments, therefore credit risk in respect of these financial instruments are market price risk, being assets is managed within the Company’s main the risk that the value of investment holdings investment procedures. will fluctuate as a result of changes in market prices caused by factors other than interest rate Credit risk relating to current asset investments is or currency movements, liquidity risk, credit mitigated by investing in a portfolio of investment risk and interest rate risk. The Board regularly instruments of high credit quality with over 90% of reviews and agrees policies for managing the portfolio invested in investment grade bonds. each of these risks. The Board’s policies for Credit risk associated with interest, dividends and managing these risks are summarised below other receivables are predominantly covered by and have been applied throughout the year. the investment management procedures. Credit risk Market price risk Credit risk is the risk that the counterparty to Market price risk arises mainly from uncertainty about a financial instrument will fail to discharge an future prices of financial instruments held by the obligation or commitment that it has entered Company. It represents the potential loss the Company into with the Company. The Investment might suffer through holding investments in the face Manager monitors counterparty risk on an of price movements. The Investment Manager actively ongoing basis. The Company’s maximum monitors market prices and reports to the Board, which exposure to credit risk is as follows: 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 20. The management of market price risk is part of the investment management process. The portfolio is managed with an awareness 52 NOTES TO THE FINANCIAL STATEMENTS > CONTINUED of the effects of adverse price movements through exit strategies for these investments throughout detailed and continuing analysis, with an objective the period for which they are held. As at the of maximising overall returns to shareholders. year-end, the Company had no borrowings. Holdings in unquoted investments may pose The Company’s liquidity risk associated with higher price risk than quoted investments. Some investments is managed on an ongoing basis of that risk can be mitigated by close involvement by the Investment Manager in conjunction with with the management of the investee companies the Directors and in accordance with policies along with review of their trading results. and procedures in place as described in the Strategic Report and the Directors’ Report. The 100% (2024: 100%) of the Company’s investments Company’s overall liquidity risks are monitored are unquoted investments held at fair value. on a quarterly basis by the Board. The Company 55% of the portfolio (35% of net assets) is valued maintains access to sufficient cash resources to using the application of earnings/revenue-based pay accounts payable and accrued expenses. multiples. An increase in the multiple used by 20% would increase the Net Asset Value by 4.5% Fair value interest rate risk (£173.3m). Conversely, a decrease in the multiple The benchmark that determines the interest paid used by 20% would decrease the Net Asset or received on the current account is the Bank of Value by 4.2% (£158.9m). The 20% sensitivity England base rate, which was 4.5% at 28 February used provides the most meaningful impact of 2025 (2024: 5.25%). average multiple changes across the portfolio. Cash flow interest rate risk The sensitivity analysis is based on the year-end 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 Interest rate risk profile of financial assets Details of the Company’s unquoted investments are | provided in the Investment Portfolio Summary on | | | The following analysis sets out the interest rate | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | page 14. By their nature, unquoted investments may | | | risk of the Company’s financial assets as at | | | | | | | not be readily realisable and the Board considers | | | 28 February 2025 | | | | | | | | | | | | Average | Period until | | Total | | | Rate status | | | interest rate | | | maturity | £'000 | | Cash at bank - RBS | | Floating 0.00% - 3,409 | | | | | | | Cash at bank - RBS Floating 1.70% 9,748 Applications cash – NatWest Floating 0.00% 4,789 Loan notes Fixed 6.30% 52 months 11,144 Balance of assets Non-interest bearing 142,344 171,434 If interest rates were 1% higher/(lower), this would only affect the cash held at bank earning interest and the NAV would increase/(decrease) by £97,480/(£97,480), a movement of 0.05%. This is based on the cash balance at the end of the year and not reflective of the cash balance over the year as a whole. The following analysis sets out the interest rate risk of 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 Floating 0.00% 6,756 Loan notes Fixed 9.20% 53 months 4,976 Balance of assets Non-interest bearing 99,048 125,960 53 NOTES TO THE FINANCIAL STATEMENTS > CONTINUED ## Foreign currency risk The Company's functional and presentation currency is Sterling. The Company has not held any non-Sterling investments during the year. ## Fair value hierarchy Financial assets and liabilities measured at fair value are disclosed using a fair value hierarchy that reflects the significance of the inputs used in making the fair value measurements, as follows: - **Level 1** – Fair value is measured using the unadjusted quoted price in an active market for identical assets. - **Level 2** – Fair value is measured using inputs other than quoted prices that are observable using market data. - **Level 3** – Fair value is measured using unobservable inputs. Fair values have been measured at the end of the reporting year as follows: | | 2025 £'000 | 2024 £'000 | | --- | --- | --- | | **Level 1** | | | | Current asset investments | 45,252 | 24,799 | | **Level 3** | | | | Unquoted investments | 107,406 | 78,497 | | | **152,658** | **103,296** | The Level 1 investments have been valued using the current quoted price. The Level 3 investments have been valued in line with the Company's accounting policies and IPEV guidelines. This comprises both loan and equity instruments, which are considered to be one instrument due to their being bound together when assessing the portfolio's returns to the shareholders. There have been no transfers between levels during the year. Further details of these investments are provided in the Significant Investments section of the Annual Report on pages 15 to 18. ## 16. Capital management The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern, so that it can provide an adequate return to shareholders by allocating its capital to assets commensurate with the level of risk. The Company must have an amount of capital, at least 80% (as measured under the tax legislation) of which must be, and remain, invested in the relatively high-risk asset class of small UK companies within three years of that capital being subscribed. The Company accordingly has limited scope to manage its capital structure in the light of changes in economic conditions and the risk characteristics of the underlying assets. Subject to this overall constraint upon changing the capital structure, the Company may adjust the amount of dividends paid to shareholders, issue new shares or sell assets to maintain a level of liquidity to remain a going concern. The Board has the opportunity to consider levels of gearing, however there are no current plans to do so. It regards the net assets of the Company as the Company's capital, as the level of liabilities is small, and the management of those liabilities is not directly related to managing the return to shareholders. ## 17. Contingencies, guarantees and financial commitments There were no commitments, contingencies or guarantees of the Company at the year-end (2024: none). ## 18. Related party disclosures The Company has delegated the investment management of the portfolio to Puma Investment Management Limited and administration services to PI Administration Services Limited. Further details of the transactions with these entities are disclosed in the Directors' Report on page 24 and in note 3 of the financial statements. Transactions with Key Management Personnel are disclosed within the Directors' Report from pages 24 to 26. 54 NOTES TO THE FINANCIAL STATEMENTS > CONTINUED ## 19. Post Balance Sheet events Post year-end, a further 25,866,276 Ordinary Shares have been issued for cash consideration of £ 32.6 million. During the second half of 2024 and early 2025, Ostmodern engaged in a formal sale process for one of its digital assets, attracting advanced and sustained interest from a potential buyer. However, after a prolonged process, the buyer withdrew interest. As a consequence, the board undertook an expedited sale process, seeking to generate some value for the business and shed the main source of its cash burn. This process did not result in a successful outcome and, as of May 2025, the board has resolved to place the company into administration. The company is valued at nil as at February 2025 and as such, there is nil impact to the NAV. 55 # 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 18 August 2025 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 28 February 2025, together with the reports of the Directors and Auditors thereon (the "Annual Report and Accounts 2025"). 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 Audit Services LLP (trading as 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 2025. 7. To approve the implementation report set out in the Remuneration Report in the Annual Report and Accounts 2025. 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 £60,000, 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, in addition to existing authorities, 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 Company's dividend reinvestment scheme (the terms and conditions of which are set out on the Company's webpage at www.pumainvestments.co.uk/landing-pages/dividend-reinvestment-scheme-puma-vct-13) ("DRIS") up to an aggregate nominal amount of £8,271, representing approximately 10% of the share capital in issue as at 16 June 2025, 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). 56 NOTICE OF ANNUAL GENERAL MEETING > CONTINUED # **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 24,796,147; 10.2 the minimum price paid for a Share is £0.0005; 10.3 the maximum price paid for a Share is the higher of: (i) an amount equal to 105 per cent of the average of the middle market quotations for a Share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that Share is purchased; and (ii) 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 18 November 2026, 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 £8,271, representing approximately 10% of the share capital in issue as at 16 June 2025. 13. That, subject to approval by the High Court of Justice, the amount standing to the credit of the share premium account of the Company, at the date an order is made confirming such cancellation by the Court, is cancelled. BY ORDER OF THE BOARD 57 NOTICE OF ANNUAL GENERAL MEETING > CONTINUED Eliot Kaye Registered Office: Company Secretary Cassini House 57 St James’s Street Dated: 17 June 2025 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 is enclosed. (b) A proxy need not be a member of the Company but must attend the Annual General Meeting in order to represent his appointor. A member entitled to attend and vote at the Annual General Meeting may appoint the Chairman or another person as his proxy although the Chairman will not speak for the member. A member who wishes his proxy to speak for him should appoint his own choice of proxy (not the Chairman) and give instructions directly to that person. If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in these Notes. (c) Under section 319A of the CA 2006, the Company must answer any question a member asks relating to the business being dealt with at the Annual General Meeting unless: • answering the question would interfere unduly with the preparation for the Annual General Meeting or involve the disclosure of confidential information; • the answer has already been given on a website in the form of an answer to a question; or • it is undesirable in the interests of the Company or the good order of the Annual General Meeting that the question be answered. (d) To be valid, a Form of Proxy and the power of attorney or other written authority, if any, under which it is signed or an office or notarially certified copy or a copy certified in accordance with the Powers of Attorney Act 1971 of such power and written authority, must be delivered to the Company’s registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD. Alternatively, a member can appoint a proxy or proxies electronically by registering the proxy with Neville Registrars Limited at www. sharegateway.co.uk using the personal proxy registration code which will be set out in your Form of Proxy. In each case, your appointment of proxy must be received not less than 48 hours (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. (e) CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message must be transmitted so as to be received by the Company’s agent, Neville Registrars (whose CREST ID is 7RA11) not less than 48 hours (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. (f) In order to revoke a proxy instruction a member will need to inform the Company using one of the following methods: 58 NOTICE OF ANNUAL GENERAL MEETING > CONTINUED - by sending a signed hard copy notice clearly stating the intention to revoke the proxy appointment to the Company's registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. - by sending the signed notice as an email attachment to info@nevilleregistrars.co.uk. In either case, the revocation notice must be received by the Company's registrars, Neville Registrars Limited, before the Annual General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time specified then, subject to Note (g) directly below, the proxy appointment will remain valid. (g) Completion and return of a Form of Proxy will not preclude a member of the Company from attending and voting in person. If a member appoints a proxy and that member attends the Annual General Meeting in person, the proxy appointment will automatically be terminated. (h) Copies of the Directors' Letters of Appointment and a copy of the current Articles of Association will be available for inspection at the registered office of the Company during usual business hours on any weekday (Saturday and Public Holidays excluded) from the date of this notice, until the end of the Annual General Meeting and at the place of the Annual General Meeting for at least 15 minutes prior to and during the Annual General Meeting. (i) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company has specified that only those holders of the Company's shares registered on the Register of Members of the Company as at 6.00 pm on 14 August 2025, 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 14 August 2025 or, in the event that the Annual General Meeting is adjourned, on the Register of Members less than 48 hours (excluding weekends and public holidays) before the time of any adjourned meeting, shall be disregarded in determining the right of any person to attend and vote at the Annual General Meeting. (j) As at 16 June 2025 the Company's issued share capital comprised 165,417,926 Ordinary Shares. The total number of voting rights in the Company as at 16 June 2025 is 165,417,926. The website referred to above will include information on the number of shares and voting rights. (k) 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. (l) Under section 527 of the CA 2006 (i) members representing at least 5% of the total voting rights of all the members or (ii) at least 100 members who have a relevant right to vote and hold shares in the Company on which there has been paid up an average sum, per member, of at least £100 (in accordance with section 527 of CA 2006) have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the Auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstances connected with an Auditor of the Company ceasing to hold office since the previous 59 NOTICE OF ANNUAL GENERAL MEETING > CONTINUED Annual General Meeting at which the annual accounts and reports were laid in accordance with section 437 of the CA 2006. The Company may not require the members requesting any such website publication to pay its expenses in complying with section 527 and 528 of the CA 2006. Where the Company is required to place a statement on a website under section 527 of the CA 2006, it must forward the statement to the Company's Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the CA 2006 to publish on a website. - (m) A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share. - (n) A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, the proxy will vote or abstain from voting at his or her discretion. The proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Annual General Meeting. - (o) Except as provided above, members who have general queries about the General Meeting should call the Company's registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD on 0121 585 1131 during normal office hours. - (p) Members may not use any electronic address provided either in this notice of Annual General Meeting, or any related documents (including the Chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly stated. - (q) Resolutions 2-4: Information about the Directors who are proposed by the Board for re-election at the Annual General Meeting is shown in the Annual Report and Accounts 2025. - (r) Under section 338 of the CA 2006, shareholders meeting the threshold requirements set out in that section, may, subject to conditions, require the Company to give to shareholders notice of a resolution which may properly be moved and is intended to be moved at the Annual General Meeting. A resolution cannot be moved if it would be ineffective, or if it is defamatory, frivolous or vexatious. - (s) Under section 338A of the CA 2006, shareholders meeting the threshold requirements set out in that section may, subject to conditions, require the Company to include in the business to be dealt with at the Annual General Meeting a matter (other than a proposed resolution) which may properly be included in the business (a matter of business). A matter shall not be properly included in the business to be dealt with at the Annual General Meeting if it is defamatory, frivolous or vexatious. #### **Explanation of Resolution 5, and Resolutions 10 to 13, to be proposed at the Annual General Meeting** On page 56 of the Report is the notice of Annual General Meeting which will be held on 18 August 2025. Set out below is a brief explanation of certain resolutions (including those comprising special business) to be proposed at the Annual General Meeting. #### **Resolution 5** As set out in a letter that was circulated to all shareholders in May 2025 (with a notice from MHA, the company's auditors), following an internal restructuring MHA Audit Services LLP will now provide statutory audit services to the Company in place of Macintyre Hudson LLP (both LLPs being part of the MHA group of companies). #### **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 2026 Annual General Meeting or 18 November 2026, whichever is the earlier. The Directors intend to exercise this power only if and when, in the light of market conditions prevailing at the time, they believe that the effect of such purchases would be in the best interests of the Company and shareholders generally. Any shares purchased in this way will be cancelled (in which case the number of shares in issue will be accordingly reduced). This resolution specifies the maximum number of shares which may be acquired (being approximately 14.99% of the Company's issued ordinary shares as at the date of the resolution) and the maximum and minimum prices at which they may be bought. 60 NOTICE OF ANNUAL GENERAL MEETING > CONTINUED 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 2026 Annual General Meeting or, if later, 18 November 2026, up to an aggregate nominal amount of £60,000 (representing approximately 72.54 per cent of the issued ordinary share capital of the Company as at 16 June 2025). 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 2026 Annual General Meeting (unless previously varied or revoked by the Company in general meeting). Resolution 13 Resolution 13, which will be proposed as a special resolution, is a resolution to cancel, pursuant to the Companies Act 2006 and the Company's articles of association, its share premium account at the date an order is made confirming such cancellation by the Court, to create a pool of distributable reserves. 61 ## 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 0625