![Graphics]() # Guinness VCT Plc ## Annual Report for the year ended 31 March 2025 ![Graphics]() ### Contents Highlights 3 Chair’s Statement 4 The Board 6 Investment Objective 7 Key Performance Indicators 8 #### Investments Manager’s Review 11 New Investments 12 Portfolio Performance 14 Post Period Events 16 Valuation Methodology 17 Portfolio 18 Portfolio Focus 20 #### Strategic Report Policies & Strategy 27 Key Contracts 29 Risk Management 31 Section 172 Statement 34 #### Governance Directors’ Report 37 Statement of Corporate Governance 40 Directors’ Remuneration Report 45 Statement of Directors’ Responsibilities 49 #### Auditor’s Report Independent Auditor’s Report to the members of Guinness VCT plc 51 #### Financial Statements Income Statement 60 Statements of Change in Equity 61 Balance Sheet 62 Statement of Cash Flow 63 Notes to the Financial Statements 64 Directors And Advisers 77 Appendix 78 Notice of Annual General Meeting 80 Guinness VCT 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 2 Guinness VCT ![Graphics]() Guinness VCT 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 3 Total NAV £10.27m (2024: £6.68m) Net Asset Value Per Share 97.71p (2024: 97.21p) Increase of Portfolio Value over cost 8% (2024: 3%) Total Value of Investments £6.03m (2024: £4.27m) Total Invested During the Year £1.45m (2024: £4.16m) Total Funds Raised and Allotted in the Year £3.65m (2024: £4.36m) Average Revenue of Portfolio Companies (trailing 12 months): £7.77m (2024: £5.80m) Gain on Unquoted Investments in Year £0.31m (2024: £0.11m) ## Guinness VCT HIGHLIGHTS #### For the year ended 31 March 2025 ## HIGHLIGHTS ![Graphics]() Guinness VCT ## CHAIR’S STATEMENT I would like to welcome all of our new shareholders to the Company and I am pleased to be writing to shareholders on the progress the Company has made in the year to 31 March 2025. #### Building Scale The Company continues to build scale through fundraising, portfolio performance and prudent financial management. The Board are conscious that with greater scale, the Company can continue to diversify its investment portfolio and mitigate the ongoing running costs of the business. The Company’s Net Asset Value (“NAV”) at the year-end was £10.3m (2024: £6.7m) with £6.0m in unquoted investments, £2.0m in Money Market Funds and £2.3 million in Net Current Assets. The NAV increase of 54% over the year was predominantly the result of fundraising. #### Portfolio Overview We have been pleased with the overall performance of the portfolio which now stands at 8% over cost. There have been several strong performers in the portfolio, notably Plotbox, Wrisk, and Fussy. In the days following year-end, the Company achieved a milestone by completing its first exit, selling 20% of its stake in PlotBox who have taken investment from a US private equity firm to support their next stage of growth. As is to be expected with early-stage companies, other portfolio companies have had a more difficult year and their valuations have been marked down as a result. The investment portfolio is continuing to expand with £1.45 million invested into five companies in the year to 31 March 2025 and a further £1.24 million post year-end. Details on investment activity and portfolio performance can be found in the Investment Manager’s review on pages 11 to 19. #### Fundraising The Company launched its third offer for subscription in September 2024 and the offer closed in June 2025 raising £4.1m. Promisingly, the fundraise of the Company’s third offer surpassed the total raised under the second offer (£3.2m). Despite a difficult economic backdrop, the total VCT market registered its third highest year for fundraising, raising £882 million in the 2024/25 tax year. The VCT fundraise market remains highly competitive and newer VCTs face challenges in raising due to less mature portfolios and the inability to pay dividends. That said, with the Company approaching the date at which it will be able to pay its first dividend (during the 2026/27 financial year), and supported by a growing portfolio, we remain confident in future fundraising prospects. #### Results The Company made a gain of £41k in the year to 31 March 2025 (2024: loss of £78k). This was driven by an unrealised gain in the Company’s investment portfolio of £309k and £129k of dividends received from the Company’s investments in Money Market Funds. The Company’s costs equated to £389k. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 4 ![Graphics]() Guinness VCT This includes Investment Manager Fees, where the Manager continues to forgo a proportion of Annual Management Fees to ensure the Annual Running Expenses of the VCT do not exceed 3.5% of NAV. #### Outlook It is pleasing to see the continued growth in NAV over the last twelve months and the Company has £4.23m to deploy in new investments and support existing investee companies. Furthermore, the performance of the underlying portfolio companies has been encouraging, with the portfolio value up 8% on cost and there are several strong performers within the portfolio which provides optimism for further growth. However, the Board is conscious of the continued volatile and uncertain macro-economic climate, underscored by the recent tariff discourse (please see pages 17, 32 and 33 for further detail), and the challenges which this provides for early-stage companies. However, the Board is confident in the Company’s underlying investee companies and the increasing scale of the VCT provides additional stability. The Board expects the Company will pay its first dividend during the 2026/27 financial year, subject to legislative requirements and the available cash reserves of the Company. #### VCT Qualifying Status Philip Hare & Associates LLP provides both the Board and the Manager with advice concerning ongoing compliance with HMRC rules and regulations concerning VCTs. The Board has been advised that Guinness VCT plc continues to comply with the HMRC conditions for maintaining its approval as a venture capital trust. #### Annual General Meeting (AGM) The AGM will take place on 16 September 2025 from 11am and will be held at 18 Smith Square, London, SW1P 3HZ. Full details of the business to be conducted at the AGM are given in the Notice of the AGM on pages 80 to 83. Finally, I would like to thank the Board, Guinness Ventures and The City Partnership for their hard work over the last twelve months. The Company is still early in its journey, and we are excited by the prospects of the investments made to date which we hope will provide strong returns for shareholders. Ewen Gilmour Non-Executive Chair 10 July 2025 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 5 ![Graphics]() ## THE BOARD #### Ewen Gilmour Independent Non-Executive Chair Ewen is the former chief executive of Chaucer Holdings plc, a listed Lloyd’s insurer. He joined Chaucer prior to its stock market flotation in 1998; becoming managing director / chief executive in 1999 until 2009. While there, he also served on the Council of Lloyd’s, including being deputy chairman of Lloyd’s from 2006 to 2010. After graduating from Cambridge University, his early career was as an accountant at KPMG between 1974 and 1980, followed by 13 years as a corporate financier at Charterhouse Bank. He has served as non-executive chairman of three Lloyd’s Agents: Antares Managing Agency Limited; Hampden Agencies Limited; and Starstone Underwriting Limited. Currently, he is chairman of Soteria Insurance Limited. #### Joanna Santinon Independent Non-Executive Director and Chair of the Audit Committee Joanna is a chartered accountant and chartered tax adviser. She specialised in transactions and private equity, and has wider experience including mergers and acquisitions, strategic investments, capital raisings and listings from a career spanning 24 years at Ernst & Young (“EY”) where she was a member of the London Markets Board and led the Private Tax team in London through a transformation and growth period. Joanna also led the EY UK Entrepreneur of The Year Programme. Joanna was a founder member of the 30% Club in the UK. She is an independent non-executive director and Chair of the Audit Committee of both Octopus Future Generations VCT plc and Ecofin Global Utilities and Infrastructure Trust plc. She is a Trustee of The Centre for Entrepreneurs. #### Andrew Martin Smith Non-Independent Non-Executive Director Andrew was Chief Executive of Hambros Fund Management when it merged with Guinness Flight in 1997. In 2000 he joined Berkshire Capital Securities, a corporate adviser to the fund management industry, before joining Guinness Asset Management in 2005 as a senior adviser. He is a director of Guinness Asset Management and Guinness Ventures. He is a non-executive director of several companies including Church House Investment Management and has been a director of several public listed investment trusts including, TR European Growth, M&G High Income and Atlantis Japan Growth. Guinness VCT Plc Annual Report and Financial Statements 6 10 July 2025 Guinness VCT ![Graphics]() Guinness VCT The Company is a generalist VCT seeking to invest in a diversified portfolio of businesses that Guinness Asset Management Limited (the “Manager”, “Guinness” or “Guinness Ventures”) believes will provide the opportunity for value appreciation. The Company focuses on making investments in growth companies in a range of sectors including technology, education, healthcare, manufacturing, retailing, leisure and food and drink. These businesses will mostly be unquoted, but the Company will also consider businesses listed on Qualifying Exchanges such as the Alternative Investment Market (“AIM”). Whilst the Investment Policy of the Company states that the size of investments will range between £0.1 million and £10 million, the size of investments made in the early years are likely to be towards the bottom of this range in order to create a diversified portfolio that meets the VCT qualification criteria. #### Strategy To achieve this objective, the Manager focuses on companies with a proven product or service who are seeking external capital in order to scale their business. As a result, the focus is on companies who exhibit the following characteristics: – Ambitious founders and management teams – backing exceptional founders, whether first-time or serial entrepreneurs, who demonstrate passion, deep sector knowledge, and a proven ability to execute. – Traction and market validation – targeting businesses with over £1 million in annual or run-rate revenue, a strong year-on-year growth, and clear signs of market adoption. – Sector-leading unit economics – prioritising scalable, capital-efficient business models supported by data-driven, sustainable unit economics. – Market and competitive advantage – looking for unique companies that are disrupting large markets and have a sustainable competitive advantage. – Strong returns prospects – a core part of the investment process is the valuation analysis to ensure investee companies have the significant value appreciation and credible exit opportunities. ## INVESTMENT OBJECTIVE 7 Guinness VCT Plc Annual Report and Financial Statements 10 July 2025 ![Graphics]() Guinness VCT ## KEY PERFORMANCE INDICATORS (“KPIs”) ## AND ALTERNATIVE PERFORMANCE ## MEASURES (“APMs”) The objective of the Company is to provide long-term returns where shares are held for at least five years, whilst enabling shareholders to benefit from available VCT tax reliefs. The KPIs and APMs which the Board will monitor towards that objective are below, please see additional information on the performance of the Company's underlying investments on page 14: \*denotes an APM, please see the Appendix for the calculations of the APMs on pages 78 to 79. Net Asset Value Total Return per Share\* Net Asset Value Total Return per Share is calculated as NAV per share plus dividends paid to date, divided by the number of Ordinary Shares. NAV per share increased from 97.21 pence to 97.71 pence in the year due to investment performance and income received from money market funds, offsetting annual running expenses. No dividends were paid or proposed in the year. Net Asset Value Total Return per Share The gain on investments held at fair value The gain on investments held at fair value reflects the performance of the underlying investee companies over the year. The net increase in the year was £309k (2024: £114k). This is made up of £739k of fair value increases together with £430k of value reductions. The gain on investments held at fair value Annual running expenses as a proportion of NAV Annual running expenses, excluding irrecoverable VAT, in the year represented 3.5% of NAV at year end (2024: 3.5%). The Manager has agreed to cap the total annual running expenses to a maximum of 3.5% of year end net assets and any excess above this is being borne by them. As the NAV of the Company increases it is expected that the annual running expenses as a percentage of year end NAV will fall. Annual running expenses as a proportion of NAV 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 8 ![Graphics]() Ongoing charges ratio\* The ongoing charges ratio is the annualised operating costs divided by the average NAV over the period. The ongoing charges ratio for the year to 31 March 2025 is 4.61% which represents a decrease from the ratio of 4.94% for the year to 31 March 2024. The ongoing charges ratio includes expenses recommended for inclusion by the AIC. The Board will also monitor (i) the Company’s NAV per share over reporting periods and compare its performance to the MSCI UK Small Cap Index for the relevant periods and (ii) the measures defined by HMRC for its VCT tests to ensure that the Company will continue to qualify as a VCT. The Company’s NAV per share over the year is shown in the graph on page 49. Ongoing charges ratio 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 9 Guinness VCT ![Graphics]() # INVESTMENTS Guinness VCT Investments Strategic Report Governance Auditor’s Report Financial Statements Investments 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 10 ![Graphics]() Guinness VCT has made good progress over the year through a combination of increased fundraising, an enlarged and diversified investment portfolio and early signs of appreciation in portfolio value starting to come through. We are pleased to see that the funds raised under the recent offer (which closed in June 2025) surpassed the size of funds raised under the prior offer. Thank you to those who have supported this year’s offer, both new and existing shareholders. #### Investment Activity The Guinness Ventures investment team has been busy originating new investment opportunities and deployed £1.45 million across five companies in the financial year. Since the financial year end a further five investments were made deploying another £1.24 million post year-end. Our team reviewed over 1,300 investment opportunities in 2024/25 tax year. Less than 1% of opportunities reviewed led to investment, highlighting the extensive screening and due diligence that occurs before an investment is made. We have summarised the four new investments made on the following pages and we have supported one existing portfolio company, Dragonfly AI, with a follow-on investment of £0.20m. #### Scale-Up Stage For the companies invested in during the year, the average last twelve month (“LTM”) revenue at the point of investment was £4.17 million. This reflects our focus on investment opportunities in businesses that have demonstrated tangible revenue-generating traction in their respective markets. Looking at the whole portfolio, the average revenue at point of investment was £5.19 million. #### Portfolio Performance The investments remain relatively early in their investment lifecycle, with the average time since first investment of 1.2 years. Despite this, some of the portfolio have hit the ground running and have shown strong revenue growth. We provide further analysis of this on page 15. Early-stage venture investing is high risk, with failures expected, and our portfolio is not immune to this particularly against a backdrop of heightened pressures on small businesses. This has been reflected in the carrying valuations, and further details are provided on page 14 of this report. #### Strategic Support Our investment focus is to back and support strong founders and management teams who possess deep market understanding and exhibit the characteristics needed to be able to deliver shareholder returns. At the year end, we had a Director seat on ten of the 16 portfolio companies and a board observer seat on the remaining six. We look to engage with our portfolio companies to aid in recruitment, help formalise processes and assist with future fundraising efforts. We look forward to continuing to work with these companies to help them grow and reach their potential. Shane Gallwey, CFA Head of Ventures Guinness Asset Management Limited 10 July 2025 ## MANAGER’S REVIEW 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 11 Investments 11 ![Graphics]() ## NEW INVESTMENTS Company Name Goodrays Ltd Investment Amount £0.30 million Date January 2025 A consumer brand focused on CBD-infused drinks and other products. The business is an early mover in the fast-growing functional drink market, where CBD drinks represent the fastest growing subcategory. Goodrays demonstrated rapid growth in 2024 and Guinness' investment will support geographic expansion, new product development and accelerated marketing efforts. Company Name Obrizum Group Ltd. Investment Amount £0.30 million Dates April 2024 & March 2025 A leading AI technology and data analytics company which is trusted by global organisations to create, deliver and monitor digital learning assessments. The business has a dynamic management team who have a clear vision to transform the learning experience in the corporate environment, and their product is proven to save time and improve learning for clients. Obrizum has been successful in attracting some of the largest corporations and government organisations as clients and continues to demonstrate strong year-on-year growth. Guinness VCT Plc Annual Report and Financial Statements 12 10 July 2025 Investments ![Graphics]() Company Name Soauna Ltd (trading as Rise & Fall) Investment Amount £0.30 million Date December 2024 An e-commerce platform offering high-quality sustainable goods at competitive prices. The brand has carved out a strong position in the luxury essentials space, leveraging a unique drop-shipping model and direct manufacturer relationships to deliver premium products at up to 80% less than traditional brands. With impressive revenue growth, strong repeat purchase behaviour, and early signs of profitability, the business has proven product-market fit. Company Name Shot Scope Technologies Limited Investment Amount £0.35 million Date June 2024 Shot Scope offers golf tracking solutions with the aim of improving the way amateur and professional golfers collect and analyse statistics from their games. Shot Scope’s patented tracking electronic and software technology is delivered through GPS and laser rangefinder solutions allowing players to analyse multiple statistics on club distances, approaches, short games, tee shots, and putting. Shot Scope’s products are stocked in over 2,000 locations globally, and Shot Scope has users in 160 different countries. Guinness VCT Plc Annual Report and Financial Statements 13 10 July 2025 Investments ![Graphics]() ## PORTFOLIO PERFORMANCE The valuation of the portfolio appreciated by £309k over the year, with the total portfolio up 8% on cost. Further commentary on these changes can be found below. Valuation uplifts have been primarily driven by significant revenue growth. For example, Plotbox (+£247k) has more than doubled revenue following the successful implementation of a major US contract and Wrisk (+£251k) continues to demonstrate strong revenue growth onboarding three new partners in Jaguar Land Rover, Volvo and Helvetia Global solutions in FY25. In total, six companies experienced valuation uplifts for a combined increased of £739k in the year to 31 March 2025. Given the nature of early-stage investing it is to be expected that some portfolio companies will underperform. Some investee companies, such as Holibob (-£240k) and Fable (-£70k), have had a more challenging year, missing forecasts which resulted in further capital requirements. The holding values of four portfolio companies have been reduced by £430k in aggregate. Valuation Bridge for Unquoted Investments 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 14 Investments ![Graphics]() The percentage figures within the columns indicate the ratio of the company’s valuation to the overall portfolio. Consistent revenue growth remains a critical success factor for our portfolio companies as they deepen their presence in existing markets and expand into new ones. Despite macroeconomic headwinds impacting some sectors and regions, the majority of the portfolio have demonstrated strong performance. This is reflected in the year-on-year revenue growth data. 52% of companies in the portfolio at year-end (by value) delivered revenue growth above 50% (37% at 31 March 2024) highlighting the resilience and scalability of our growing portfolio. Year on Year Revenue Growth of Portfolio Companies 0% 26% 37% 37% 8% 20% 20% 52% 0 1 2 3 4 5 6 7 8 Negative 0%-25% 25%-50% 50%+ Number of Companies Year on Year Revenue Growth 31-Mar-24 31-Mar-25 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 15 Investments ![Graphics]() ## POST PERIOD EVENTS Five investments were completed shortly after the financial year end. This included four new investments and one follow-on investment which are summarised below. Company New/Follow-on Investment Amount Description Fussy Ltd Follow-on £0.14m A sustainable personal care brand best known for its eco-friendly, refillable natural deodorants. JAAQ Corporate Limited New £0.30m An interactive mental health platform where users can ask questions to real experts and individuals with lived experience of mental health challenges. Mintago Limited New £0.30m A financial wellbeing platform helping employees manage money, reduce financial stress, and access tools like pension tracking. Perci Health Limited New £0.20m A virtual care platform providing personalised support for people living with and beyond cancer. Total Access Health Limited New £0.30m A digital health platform offering AI powered online consultations and next day prescription delivery. Another notable event post year-end was the partial sale of our holding in Plotbox Inc. As part of a larger transaction in April 2025, we realised £128k in initial proceeds. The partial sale registered a 1.83x return multiple on shares sold (34% IRR) with further proceeds expected in 12 months. We are delighted to have been able to realise some gains so early in the lifecycle of this investment. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 16 Investments ![Graphics]() ## VALUATION METHODOLOGY The Manager values the Company’s unquoted investments in accordance with International Private Equity and Venture Capital Valuation Guidelines December 2022 (“IPEV Guidelines”). All investments are valued at Fair Value, defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. The Manager has adopted a multiples-based approach to valuing the underlying investments. Given the early stage of most portfolio companies many are expected to be loss-making and so a revenue multiple is considered the most appropriate methodology, in line with IPEV Guidelines. The Manager considers two principal data points; comparable public market companies, and a calibrated price of recent investment. The performance of portfolio companies is also taken into account when assessing valuations. Some of the Company’s investments are held in preference shares, which may confer varying levels of priority over other share classes in the event of an exit or liquidation. Due to the inherent uncertainty around exit outcomes and capital structures at realisation, the value attributed to these preference shares is determined on a case- by-case basis. For further insight, see pages 78 to 79 for a sensitivity analysis of how the treatment of preference shares affects the valuation of unquoted investments. The Manager has also considered the impact of US tariffs on the portfolio and discussed this with the Company’s Board. Currently, two companies have exposure to increased US tariffs. However, the effect of these tariffs is not material enough at this stage to impact their valuations. The following charts outline the valuation multiples applied to portfolio companies. The average revenue multiple used in the valuation of the portfolio was 5.2x as of 31 March 2025 compared to 6.3x at 31 March 2024. While the average revenue multiple decreased over the year, there has been a shift in the distribution. In particular, the proportion of unquoted investments valued at greater than 10x revenue has increased from 8% to 19%, while those in the 5-7x and 7-10x bands have decreased significantly. This suggests a more polarised valuation environment, with a higher concentration of lower-multiple valuations and a small number of high-multiple ratings. As the portfolio matures, we would expect to see revenue multiples reduce on average, subject to any shifts in market valuations. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 17 Investments ![Graphics]() ## PORTFOLIO As at 31 March 2025 As at 31 March 2024 Investment Cost (£’000) Valuation (£’000) % of Net Asset Value Cost (£’000) Valuation (£’000) % of Net Asset Value PlotBox 350 712 7% 350 464 7% Wrisk 350 602 6% 350 350 5% BBC Maestro 600 547 5% 600 600 9% Aptem 400 500 5% 400 400 6% Sessions Market 400 431 4% 400 400 6% Dragonfly AI 400 400 4% 200 200 3% Fussy 320 375 4% 320 320 5% Goodrays 300 354 3% 0 0 0% Baby Mori 350 350 3% 350 350 5% Shot Scope 350 350 3% 0 0 0% Obrizum 301 301 3% 0 0 0% Rise and Fall 300 300 3% 0 0 0% Fable Data 350 281 3% 350 350 5% Sportable 315 247 2% 315 315 5% Qureight 205 205 2% 205 205 3% Holibob 320 80 1% 320 320 5% Unquoted Investments 5,611 6,034 59% 4,160 4,274 64% Money Market Funds 1,967 1,956 19% 1,106 1,105 17% Net Current Assets 2,277 2,277 22% 1,298 1,298 19% Net Assets 9,855 10,267 100% 6,564 6,677 100% 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 18 Investments ![Graphics]() #### Portfolio Breakdown by Value By Sector (31 March 2025) By Company (31 March 2025) 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 19 Investments ![Graphics]() Baby Mori is a babywear and childrenswear retailer. Mori’s products are made from their signature fabric, derived from organic cotton and bamboo, which is processed without the use of harmful chemicals. These fabrics are exceptionally soft and ideal for the sensitive skin of infants and toddlers. Baby Mori sells direct to consumers via its websites in the UK, EU and USA, through third-party wholesalers such as Harrods and Next, as well as its retail stores in the UK. Mori’s flagship store is located on Northcote Road in Battersea. Baby Mori Limited: Aptem has developed an online platform for employability and vocational training providers. The platform delivers training programs in a flexible, simple and compliant manner to allow customers to deliver a better service. Aptem Limited: TOP 10 HOLDINGS ## PORTFOLIO FOCUS Company Sector Retail Company Location London, United Kingdom Initial Investment Date April 2023 Cost of Investment £350,000 Value of Investment £350,000 Company Sector Education Company Location London, United Kingdom Initial Investment Date March 2024 Cost of Investment £400,000 Value of Investment £500,000 Guinness VCT Plc Annual Report and Financial Statements 20 10 July 2025 Investments ![Graphics]() Dragonfly AI uses cutting-edge neuroscience to accurately and instantly show what grabs the audience’s attention first across all forms of content. This enables companies and marketing agencies to optimise and improve the content they produce. Dragonfly has a number of high-profile clients and has already established a presence in the US. The company spun out from Queen Mary’s University which has developed technology used by brands and agencies to understand how design decisions impact consumer attention. Maestro Media Limited, trading as BBC Maestro, is a celebrity-led e-learning company at the intersection of mass-market online courses and video-streamed entertainment. It offers 6-8 hour inspirational courses delivered by global celebrities, genre icons and specific subject matter experts including Julia Donaldson (successful children’s books writer and author of The Gruffalo), Jed Mercurio (TV writer – The Bodyguard, Line of Duty), Billy Connolly (stand-up comedy) and Peter Jones (entrepreneurship). Dragonfly Technology Solutions Ltd: Maestro Media Limited: Company Sector Advertising & Marketing Company Location London, United Kingdom Initial Investment Date April 2023 Cost of Investment £400,000 Value of Investment £400,000 Company Sector Education Company Location Marlborough, United Kingdom Initial Investment Date April 2023 Cost of Investment £599,996 Value of Investment £547,496 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 21 Investments ![Graphics]() Fussy Ltd: Fussy is a sustainable personal care brand that is revolutionising the deodorant industry with its all-natural, plastic-free, and compostable products. Since their launch in 2020 and public appearance on Dragons Den, Fussy has quickly become a favourite among UK consumers who are ‘fussy’ about the ingredients and environmental footprint of their personal care products. The brand has a diverse product range of seven unique deodorant case designs and ten scents which are sold online and in major UK retailers such as Tesco, Waitrose and Ocado. Goodrays is a premium wellness brand pioneering the use of CBD and other functional ingredients to promote relaxation and every mental well being. Goodrays' flagship product is CBD infused drinks, however, the business offers a range of products including oils and gummies designed to make the benefits of cannabinoids accessible, effective and trustworthy. Goodrays Ltd: Company Sector Consumer Products Company Location London, United Kingdom Initial Investment Date January 2025 Cost of Investment £300,003 Value of Investment £354,067 Company Sector Consumer Products Company Location London, United Kingdom Initial Investment Date March 2024 Cost of Investment £319,995 Value of Investment £375,029 Guinness VCT Plc Annual Report and Financial Statements 10 July 2025 Investments 22 ![Graphics]() PlotBox is a cloud-based deathcare management solution facilitating the workflows of cemeteries and crematoria through a suite of features. Management systems across the cemetery industry have historically been disconnected and inefficient, resulting in extra workload and required training, frequent mistakes, poor customer service, higher operational costs and an inability to scale the sales process. PlotBox’s solution attempts to innovate this industry to create an all-in-one centralised system for the mapping, sales and administration of cemetery management. PlotBox Inc: Sessions has a mission to redefine the hospitality industry and provide a platform for next-generation food founders to expand across the UK market. It provides chef partners with both physical and virtual spaces to market and sell their brands and positions itself as a platform to aid the growth of Britain’s independent food scene. Sessions Market Limited: Company Sector Food & Drink Asset Class Equity Company Location London, United Kingdom Initial Investment Date March 2024 Cost of Investment £399,924 Value of Investment £430,596 Company Sector Business Services Company Location Ballymena, United Kingdom Initial Investment Date April 2023 Cost of Investment £350,000 Value of Investment £711,864 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 23 Investments ![Graphics]() Shot Scope offers golf tracking solutions with the aim of improving the way amateur and professional golfers collect and analyse statistics from their games. Shot Scope’s patented tracking electronic and software technology is delivered through GPS and laser rangefinder solutions allowing players to analyse multiple statistics on club distances, approaches, short games, tee shots, and putting. Shot Scope’s products are stocked in over 2,000 locations globally, and Shot Scope has users in 160 different countries Shot Scope Technologies Limited: Wrisk is an automative insurance platform founded with a mission to transform the way motor insurance is sold globally. Wrisk embeds its insurance policy platform within the websites of its partners to price and issue policies on behalf of insurance underwriting partners. The platform uses data analytics and AI to assess customer risks and tailor coverage to individual preferences, allowing customers to adjust policies in real-time. Wrisk Limited: Company Sector Insurance Company Location London, United Kingdom Initial Investment Date December 2023 Cost of Investment £350,133 Value of Investment £601,584 Company Sector Sports & Entertainment Asset Class Equity Company Location Edinburgh, United Kingdom Initial Investment Date June 2024 Cost of Investment £350,006 Value of Investment £350,006 Guinness VCT Plc Annual Report and Financial Statements 24 10 July 2025 Investments ![Graphics]() ### Top 10 Holdings #### Further Information Company Net Assets Financial Year Ending Equity Held by Guinness VCT (fully diluted) Valuation Methodology Aptem £8,455,724 30/04/2024 1.1% A Baby Mori £5,720,075 31/12/2023 1.3% A BBC Maestro £3,731,483 31/12/2023 1.2% A Dragonfly AI £1,719,119 31/12/2023 2.3% B Fussy £4,435,107 31/03/2024 0.9% B Goodrays £2,290,390 30/04/2024 1.5% B Plotbox N/A N/A 1.5% B Sessions N/A N/A 0.9% A Shot Scope £10,385,490 30/04/2024 1.3% B Wrisk N/A N/A 0.9% A A = Revenue Multiple using comparable public market company data B = Revenue Multiple using a calibrated price of recent investment Please note that “N/A” indicates the absence of publicly available information, typically due to the filing of full and/or consolidated group accounts not being required or available on Companies House. This is the case for Revenue and Profit / Loss disclosures for all of the top 10 holdings except for Aptem, who reported revenue of £6,955,878 and a loss of £424,008 in their financial year ended 30/04/2024. Guinness VCT Plc Annual Report and Financial Statements 25 10 July 2025 Investments ![Graphics]() # STRATEGIC REPORT Guinness VCT Investments Strategic Report Governance Auditor’s Report Financial Statements Strategic Report 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 26 ![Graphics]() ## POLICIES & STRATEGY #### Investment policy The Company is a generalist VCT seeking to invest in a diversified portfolio of businesses that the Manager believes will provide the opportunity for value appreciation. The Company will focus on investments in growth companies in a range of sectors including technology, education, healthcare, manufacturing, retailing, leisure and food and drink. These businesses will mostly be unquoted, but the Company will also consider businesses listed on Qualifying Exchanges such as AIM. The Company will typically make initial investments of £0.1 million to £10 million and may also make follow-on investments into existing portfolio companies. Concentration risk is mitigated by ensuring that at the point of investment no more than 15% of the Company by value will be in any one investment. #### Investment strategy The Company will invest in growth stage companies that require scale-up capital. Although there is inherent risk with investing in VCTs, this generalist strategy will allow the Company to mitigate risk to a degree by diversifying its target portfolio companies for investors. The Manager will build a pipeline of investment opportunities with a focus on companies that have at least £1 million of historic or run-rate revenues. The Manager seeks to identify businesses that have demonstrated the ability to raise and appropriately employ seed stage funding and who now require further funding to accelerate growth and deliver shareholder returns. When assessing investment opportunities, Guinness looks for: – experienced and competent management teams with a strong understanding of their market and competitive position, and with a track record of building and selling companies; – a realistic business plan supported by good operations and technology; – the investee company’s ability to sustain a competitive advantage; – the company’s prospects of being sold or floated in the future, at a multiple on the initial cost of investment; and – a valuation and structure that provides alignment between all shareholders. Guinness also has an extensive track record of investing in AIM-listed companies and will consider investing up to 20% of the funds raised into AIM-listed companies as well as businesses listed on other Qualifying Exchanges. Every company that is selected for potential investment will be required to pass through a comprehensive due diligence exercise which aims to test its business plan, technology and financials as well as reviewing VCT eligibility. #### Qualifying Investments Qualifying Investments comprise investments in companies which are carrying out a qualifying trade (as defined under the relevant VCT legislation), and have a permanent establishment in the UK, although some may trade overseas. The Qualifying Companies in which investments are made must have no more than £15 million of gross assets immediately prior to the investment (or £16 million immediately after the investment), fewer than 250 employees (or fewer than 500 employees in the case of a Knowledge Intensive Company) and generally cannot have been trading for more than seven years (or ten years in the case of a Knowledge Intensive Company) at the time of the Company’s investment. Several other conditions must be met for an investment to be classed as a VCT Qualifying Investment. The Company intends to invest the net proceeds of the Offer in acquiring a portfolio of Qualifying Investments complying with VCT legislation. At least 30% of the funds raised will be invested in Qualifying Investments within 12 months of the end of the Company’s accounting period in which the relevant Shares were allotted, and at least 80% of its net assets will, by the start of the Company’s accounting period in which the third anniversary of the date the relevant shares are allotted falls and continuously thereafter, be invested in Qualifying Investments. #### Non-qualifying investments Subject to the rules applicable to VCTs, funds not employed in Qualifying Investments will be invested in short term liquid instruments, principally other funds which can be easily exited (e.g. money market funds, government and corporate bonds, term deposits, equity funds) including any appropriate funds managed by Guinness, to generate additional return for investors and mitigate against a rise in value of competing companies. These must be easily liquidated as cash. Such investments are subject to market fluctuations. #### Borrowing policy The Company has no present intention of utilising gearing as a strategy for improving or enhancing returns. Under the Company’s Articles 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 27 Strategic Report ![Graphics]() of Association, the borrowings of the Company will not, without the previous sanction of the Company in general meeting, exceed 25% of the aggregate total amount received from time to time on the subscription of shares in the Company. #### Share buyback policy The shares are traded on the London Stock Exchange’s main market for listed securities. Although it is likely that there will be an illiquid market for such shares and, in such circumstances, shareholders may find it difficult to sell their shares in the market, the Company intends to pursue an active buyback policy to improve the liquidity in the shares where the Company may repurchase shares which shareholders wish to sell at a discount of up to 5% to the latest published net asset value per share, subject to applicable regulations, market conditions at the time and the Company having both the necessary funds and sufficient distributable cash reserves available for the purpose. The making and timing of any share buybacks will remain at the absolute discretion of the Board. The Directors expect that there will be limited demand for share buybacks from shareholders within the first five years because the only sellers are likely to be deceased shareholders’ estates and those shareholders whose circumstances have changed (to such extent that they are willing to repay the 30% income tax relief in order to gain access to the net proceeds of the sale). There were no share buybacks in the year to 31 March 2025. #### Dividend policy The Company will target an annual dividend equivalent to 5 per cent of its net asset value. It is envisaged that dividends will be paid from the 2026/27 financial year onwards, subject to the existence of sufficient distributable reserves, legislative requirements and the available cash reserves of the Company. No forecast or projection is implied or inferred. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 28 Strategic Report ![Graphics]() ## KEY CONTRACTS #### Investment Management #### Agreement An agreement (the “Investment Management Agreement”) dated 18 October 2022 (as varied by a Deed of Amendment dated 29 March 2023) and made between the Company and the Manager whereby the Manager, with effect from the first date on which the Company allotted shares pursuant to the first Offer (22nd March 2023, the “Effective Date”), were appointed as the Company’s manager to provide discretionary investment management and advisory services to the Company in respect of its portfolio of Qualifying Investments and non-qualifying investments and valuations of its portfolio interests. The Manager receives an annual management fee equal to 2.0% of the Company’s net asset value (plus VAT if applicable) payable quarterly in arrears from the Effective Date until the termination of the Investment Management Agreement. The Manager is entitled to reimbursement of expenses incurred in performing its duties under the agreement and is also entitled to receive and retain transaction and introductory fees, directors’ fees, monitoring fees, consultancy fees, corporate finance fees, syndication fees, exit fees and commissions in relation to portfolio companies. The Manager is also entitled to a performance fee payable in relation to each accounting period. This fee is set at 20% of dividends (or other return of capital) paid in a financial year in which the Total Return is above the Hurdle. For the Hurdle to be met, the shares must achieve a Total Return (based on audited year end results) in excess of £1.00 for the year ending 31 March 2024. For subsequent years, the Hurdle increases by 3p per annum such that for the year ending 31 March 2025 the Hurdle will be £1.03, for the year ending 31 March 2026 the Hurdle will be £1.06 and so on. There were no dividends (or other returns of capital) paid or accrued in the period and so no performance fee has been accrued. The Total Return at year end was also below the Hurdle and therefore no performance fee was payable in relation to the year ending 31 March 2025. The Manager acted as the Company’s Alternative Investment Fund Manager (“AIFM“) for the purposes of the AIFM Directive up until 2 May 2023, on which date Guinness VCT Plc (FRN: 985295) was entered in the register of small- registered UK AIFMs under the Alternative Investment Fund Managers Regulations 2013 (AIFMRs). Under the terms of the Investment Management Agreement the appointment of the Manager as the Company’s AIFM fell away as of 2 May 2023, and the Manager continues to provide investment management services on the same terms as set out in the Investment Management Agreement. The appointment of the Manager in relation to the investment services commenced on the Effective Date and will continue unless and until terminated by either party giving to the other not less than 12 months’ notice in writing, such notice not to take effect before the end of the fifth anniversary following the last allotment of shares pursuant to an offer for subscription made by the Company. The Investment Management Agreement is subject to earlier termination by either party in certain circumstances. All securities purchased through the Manager will be registered in the name of the Company. Any investment or other asset of the Company will be registered in the name of the Company, or, subject to the written agreement of the Company, in the name of a custodian which may be appointed from time to time by the Company on terms agreed by the Manager. Transactions undertaken by the Manager for the Company shall correspond with the provisions of the Manager’s written execution policy, and the Manager shall manage conflicts of interest, disclosing to the Board the nature of any material interest which the Manager may have in any proposed transaction to which the Company is, or is to be, a party, the Manager not causing the Company to become a party to any such contract or transaction except with the prior approval of those members of the Board who are independent of the Manager (such prior approval not to apply to the allocation of investment opportunities governed by the Investment Management Agreement). The Manager has agreed to indemnify the Company by such amount as is equal to the excess by which the Annual Running Expenses of the Company exceeds 3.5% of the Net Asset Value, calculated on an annual basis. The provision by the Manager of discretionary investment management and advisory services is subject to the overall control, direction and supervision of the Board. #### Administration Agreement An agreement dated 18 October 2022 and made between the Company and The City Partnership (UK) Limited (the “Administrator”), whereby the Administrator will provide certain administration 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 29 Strategic Report ![Graphics]() services, accounting, custody and company secretarial services to the Company in respect of the period from Admission until the termination of the Administration Agreement with regard to all the investments of the Company, for an annual fee of up to £55,000 (plus an additional 0.055% on quarter-end NAV exceeding £25m), calculated on a sliding scale based on the Company’s quarterly NAV (plus VAT if applicable). Under this agreement the Administrator will hold securities in certificated form on behalf of the Company for safekeeping. The Administration Agreement will continue for a period of 2 years from the date on which the Minimum Subscription is raised under the Offer and thereafter is terminable by either party giving 6 months’ written notice, on or after the second anniversary of the agreement, but subject to early termination in certain circumstances. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 30 Strategic Report ![Graphics]() ## RISK MANAGEMENT The Board and the Audit Committee have an ongoing process for identifying, evaluating and monitoring the principal risks facing the Company. The Directors have carried out a robust assessment of the principal and emerging risks faced by the Company, considering its business model, future performance, solvency and liquidity. The Board has listed below details of these including the measures taken in order to mitigate these risks as far as practicable. In the view of the Board, the company faces no emerging risks, however this position is being monitored. Investment performance and #### valuation risk The Company’s Investment Policy is focused on unquoted, small-medium sized VCT qualifying companies. Investment in unquoted, early-stage companies carries inherently greater risk than larger quoted companies as they may have shorter cash runways, may be dependent on a small number of key individuals and may be more susceptible to political and economic conditions. The Company’s investment valuation methodology is reliant on the portfolio companies issuing accurate and complete information. In particular, the Directors may not be aware of, or take into account, certain events or circumstances which may happen after the information issued by such companies is reported. The Board has looked to mitigate this risk with the appointment of a Manager experienced in investing in this strategy. The Manager also aims to minimise the investment risk attached to the investment portfolio as a whole by ensuring that a robust and structured selection, monitoring and realisation process is in place. Diversification is intended to be achieved across both sector and development stage. The investment portfolio is reviewed by the Board and Manager together on a regular basis. The unquoted investments held by the Company are designated at fair value through profit or loss and valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines as updated in 2022. The valuation takes into account all known material facts up to the date of approval of the Financial Statements by the Board. #### VCT status qualifying risk The Company must comply with section 274 of the Income Tax Act 2007, which, inter alia, enables investors to take advantage of tax relief on their investment and future returns when investing in a VCT. If the Company breaches any of the rules in section 274, this could result in the loss of VCT status. Breaches could also result in investors becoming liable to pay income tax on dividends received from the Company and in some circumstances, investors may have to repay the initial income tax relief on their investment. The most prevalent risk to VCT status at this time is if the VCT fails to invest 80% of its funds into Qualifying Investments by the second anniversary of the end of the accounting period in which the Company issued the shares. Working closely with the Board, the Manager keeps track of the VCT’s qualifying status to ensure it remains qualifying. Regular reports are provided to and discussed with the Board which reviews the status of the VCT tests on a quarterly basis. Philip Hare & Associates has also been appointed as Tax Adviser to provide monitoring reports to the Board twice yearly. #### Regulatory and compliance risk The Company’s shares have been admitted to the premium segment of the Official List and are traded on the London Stock Exchange’s main market for listed securities and the Company is authorised as a self-managed Alternative Invest Fund Manager (AIFM) under the Alternative Investment Fund Managers Directive (“AIFMD”). The Company is required to comply with the Companies Act 2006, the rules of the UK Listing Authority, the Prospectus and Transparency Directives, and United Kingdom Accounting Standards. If the Company breaches any of these it could lead to a number of detrimental outcomes including but not limited to suspension of the Company’s Stock Exchange listing, reputational damage, or financial penalties. The day-to-day running of the Company is overseen by the Manager. The Board is updated at Board Meetings at least quarterly on all regulatory and compliance matters. The Board and the Manager employ third parties to ensure that the Company complies with all its regulatory obligations, these parties include Howard Kennedy as Sponsor and Legal Adviser, The City Partnership as Company Secretary and Philip Hare & Associates as Tax Adviser. #### Operational and Internal control #### risk There is a risk of failure of the systems and controls of any of the Company’s advisers, leading to an inability to service shareholder needs adequately, 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 31 Strategic Report ![Graphics]() provide accurate reporting and accounting, and to ensure the Company is complying with all VCT legislation rules. To mitigate these risks, the Board regularly reviews the systems of internal controls, both financial and non-financial operated by the Company and key third-party advisers. These include controls designed to ensure that the VCT’s assets are safeguarded and that proper accounting records are maintained; and to prevent data protection and cyber security failings. In addition, the Board regularly reviews the performance of its service providers to ensure that they continue to have the necessary expertise and resources to provide the expected level of service. #### Economic, political and other #### external factors The valuation of investment companies in the portfolio may be affected by economic, political and other external factors such as a movement in interest rates, a change in Government, or international conflict. The announcement of potential US tariffs has increased public market volatility, which impacts the Company’s valuations, and may impact the performance of portfolio companies selling into the US. International conflict continues to be a factor with potential implications on the operations of early-stage businesses. Conflict in Ukraine and the Middle East have had a part to play in global inflation and have required global supply chains to adapt. The Company aims to invest in a diversified portfolio across a range of stages and sectors and also maintains cash to ensure it can provide follow-on investments when companies require it. The economic and political environment are kept under constant review and the investment strategy is adapted as far as possible to mitigate emerging risks. #### Legislative Risk A change to VCT regulations restricting which companies can qualify for VCT investment or changes to tax relief available for investors could adversely impact the Company, limiting its ability to deploy or raise funds. There is also risk that a new government will have a different view on VCT regulations. The Manager engages with industry bodies to highlight the positive benefits for the wider economy of VCTs funding British start-ups. #### Cyber Security and Information #### technology The threat of cyber-attacks remain a significant area of risk faced by service providers and a loss of key data can result in a data breach or fines. The Board relies on Guinness and other third parties to take appropriate measures to prevent unauthorised access to or a loss of confidential customer information. The VCT relies on third parties including the Manager and The City Partnership who act as data processors on behalf of the VCT. The Manager benefits from an external IT provider and implements technical measures such as firewalls, antivirus software, access controls, data backup, network segmentation, staff training, and email protection software to guard against phishing attacks. Additionally, the Manager has Cyber insurance and a Cyber Security Incident Response Plan in place as well as a comprehensive Business Continuity Plan and an annual Disaster Recovery Test. The City Partnership has a similar robust framework in place. #### Governance risk The Directors of the Company are aware that an ineffective Board could have a negative impact on the Company. The Board recognises the importance of effective leadership and board composition and this is ensured by completing an annual evaluation process, with action taken if required. The City Partnership is appointed as Company Secretary to monitor corporate governance best practice. #### Cash flow risk There is a risk that the Company’s available cash will not be sufficient to meet its financial obligations. Guinness VCT invests in unquoted companies which are, by nature, illiquid as there is no readily available market for these shares. As a result, these investments may be difficult to realise for their fair market value at short notice. The Manager closely and continually monitors the availability of cash resources. Cash flow forecasts and budgets are presented to and reviewed by the Board on a regular basis to ensure that the risk of insufficient cash to meet financial obligations is minimised. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 32 Strategic Report ![Graphics]() Principal Risk Magnitude Likelihood Change in Year Investment performance and valuation risk High Medium No material change VCT status qualifying risk High Low No material change Regulatory and compliance risk High Low No material change Operational and Internal control risk High Low No material change Economic, political and other external factors Medium Medium The announcement of US tariffs towards the end of the reporting period has increased the likelihood of portfolio companies being impacted by political decisions. After consultation with the portfolio companies, the Manager does not believe tariffs will materially affect the valuation of the portfolio. Legislative Risk High Low The risk has decreased following the ratification of the 2024 Finance Bill by the European Commission which extended VCT reliefs to 2035. Cyber Security and Information technology High Low No material change Governance risk Medium Low No material change Cash flow risk High Low No material change 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 33 Strategic Report ![Graphics]() ## SECTION 172 STATEMENT Section 172 of the Companies Act 2006 requires the Directors of the Company to act in a way that they consider, in good faith, will most likely promote the success of the Company for the benefit of the members as a whole. In doing so, the Directors should have regard (amongst other matters) to: – the likely consequences of any decision in the long term; – the interests of the Company’s employees; – the need to foster the Company’s business relationships with suppliers, customers and others; – the impact of the Company’s operations on the community and the environment; – the desirability of the Company maintaining a reputation for high standards of business conduct; and – the need to act fairly as between members of the Company. The Board considers its primary stakeholder group to be its Shareholders . The Company takes several steps to understand the views of its key stakeholders and considers these, along with the matters set out above, in Board discussions and decision making. The Company has no employees (other than its Directors) and no customers in a traditional sense and therefore there is nothing to report in relation to these relationships. In line with normal practice for Venture Capital Trusts, the day-to-day management and administration is delegated to the relevant third parties. The Board regularly engages with the third parties to set, approve and oversee the execution of the agreed business strategy and related policies. Ad hoc meetings and communications are convened where necessary to address specific issues to ensure an appropriate and transparent response is formulated. The Board’s principal concern is the interest of the Company’s shareholders taken as a whole. The Board encourages engagement and effective communication with the Company’s shareholders. Shareholders are encouraged to attend the Company’s AGM and, as the Company’s portfolio of investments grows, consideration will be given to staging investor workshops at which the Company’s shareholders will have the opportunity to hear from some of the Company’s investee companies and put questions to both the Directors and the Manager. The Board works closely with the Manager in reviewing how stakeholder issues are handled, ensuring good governance and responsibility in managing the Company’s affairs. As well as having a Director from the Manager on the Board of the VCT, key stakeholders from the Manager also attend Board meetings. The Manager has therefore been well informed of any decisions the Board has made during the year and as a result has had opportunity to discuss the impact these decisions may have. The Manager provides updates to the Board on the entire portfolio at least quarterly. The Manager works closely with each investee company to help steer business development and ensure effective communication of the investees’ views and the Manager’s recommendations. With the aim of growing the Company’s funds under management and, in turn, diversifying the Company’s investment portfolio, the Company issued a prospectus in September 2024 to raise up to £15 million in aggregate. The Board also formed a Remuneration and Nomination Committee and approved a wide range of policies for the Company to strengthen its corporate governance and anticipate that stage in the Company’s development when it may consider paying dividends, undertaking share buybacks and offering a dividend reinvestment scheme. #### ESG Considerations The Board seeks to carry out the Company’s affairs in a responsible manner and maintain high standards in respect of environmental, governance and social issues. The Company is required by law to provide details of environmental, employee, human rights, social and community issues. As a VCT the Company does not have any employees and as a result does not maintain specific policies in relation to these matters. The Company does, however, encourage the Manager to consider these issues, where appropriate, with regard to investment decisions. As a VCT with no physical assets, property, employees or operations, the Company has no direct environmental responsibilities, nor is it directly responsible for the emission of greenhouse gases. The Company has no direct carbon usage therefore there are no disclosures to make in this respect. Therefore, the Board has no specific environmental policy. The Company does however recognise the need to conduct its business, including investment decisions, in a manner that is responsible to the environment wherever possible. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 34 Strategic Report ![Graphics]() #### VCT Regulations The Company has engaged Philip Hare & Associates LLP to advise it on compliance with HMRC’s VCT requirements, including evaluation of investment opportunities as appropriate and regular review of the portfolio. Although Philip Hare & Associates LLP works closely with the Manager, they report directly to the Board. #### Statement of Long Term Viability In accordance with provision 4.27 of The UK Corporate Governance Code published by the Financial Reporting Council in July 2018 (the “Code”), the Directors consider the Report to be fair, balanced, and understandable. In line with provision 4.31 of the Code, the Directors have assessed the Company’s prospects over the five-year period to 31 March 2030. This period has been considered appropriate for a business of this nature and size, because it is the minimum recommended investment period and the period for which investors are required to hold their shares in order to retain tax relief. The Directors have carried out a robust assessment of the principal and emerging risks faced by the Company, considering its business model, future performance, solvency and liquidity. They deliberated over the Company’s ability to maintain its VCT status with HM Revenue and Customs, and over the valuation of investments. Given the extent of available resources, the Board particularly assessed the ability of the Company to raise finance, as well as its ability to deploy capital. It reviewed income and expenditure projections and examined robust stress-tested cash flows to understand the impact of different scenarios. It also assessed the Manager and the processes in place for dealing with risks and identifying emerging threats. A detailed risk register is monitored and reviewed by the Board at least half- yearly. The Board has determined that the Company will be able to continue in operation, maintain compliance with the VCT rules and meet its liabilities as they fall due for a period of at least five years from the accounts’ approval date. #### Other Disclosures The Board of the Company is made up of three Directors, two of whom are male and one is female. The Company has no employees. The Board’s Strategic Report contained on pages 26 to 35 has been approved by the Board and signed on its behalf by: Ewen Gilmour Non-Executive Chair 10 July 2025 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 35 Strategic Report ![Graphics]() # GOVERNANCE Guinness VCT Investments Strategic Report Governance Auditor’s Report Financial Statements Governance 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 36 ![Graphics]() ## DIRECTORS’ REPORT The Statement of Corporate Governance on pages 40 to 44 forms part of the Directors’ Report. #### Principal activity and status The Company is registered as a public limited company by shares under the Companies Act 2006 (Registration number 14220882). The address of the registered office is 18 Smith Square, London, SW1P 3HZ. The Company is a generalist VCT seeking to invest in a diversified portfolio of businesses that the Manager believes will provide the opportunity for value appreciation. The Company will focus on investments in growth companies in a range of sectors including technology, education, healthcare, manufacturing, retailing, leisure and food and drink. A review of the Company’s business during the year ended 31 March 2025 is contained in the Chair’s Statement and Manager’s Review. #### Directors The Directors of the Company during the year under review were Ewen Gilmour, Joanna Santinon and Andrew Martin Smith. The Company indemnifies its directors and officers and has purchased insurance to cover its directors. #### Dividend No dividend was paid or declared during the year ended 31 March 2025. The Company will target an annual dividend equivalent to 5 per cent of its net asset value. It is envisaged that dividends will be paid from the 2026/27 financial year onwards, subject to the existence of sufficient distributable reserves, legislative requirements and the available cash reserves of the Company. Alternatively, refer to the dividend policy stated on page 28 in the Strategic Report. #### Share capital As shown in note 16 to the financial statements, the Company had only one class of share as at 31 March 2025, being ordinary shares of 1p each (“Ordinary Shares”). #### Issue of Ordinary Shares and share buybacks During the period ended 31 March 2025, a total of 3,638,890 (2024: 4,393,923) Ordinary Shares in the Company were issued as a result of an offer for subscription at an average price of 100.41 pence (2024: 99.27 pence) per share raising £3.65m (2024: £4.36m). One Ordinary Share in the Company was issued as a subscriber share upon incorporation. There were 10,507,663 (2024: 6,868,733) Ordinary Shares in issue at the year end. No shares were bought back by the Company during the year ended 31 March 2025. The shares are traded on the London Stock Exchange’s main market for listed securities. It is likely, however, that there will be an illiquid market for such shares and, in such circumstances, shareholders may find it difficult to sell their shares in the market. The Company intends to pursue an active share buyback policy to improve the liquidity in the shares where the Company may repurchase shares which shareholders wish to sell at a discount of up to 5% to the latest published net asset value per share, subject to applicable regulations, market conditions at the time and the Company having both the necessary funds and distributable cash resources available for the purpose. The making and timing of any share buybacks will remain at the absolute discretion of the Board. The Directors expect that there will be limited demand for share buybacks from shareholders within the first five years because the only sellers are likely to be deceased shareholders’ estates and those shareholders whose circumstances have changed (to such extent that they are willing to repay the 30% income tax relief in order to gain access to the net proceeds of the sale). #### Capital disclosures The rights and obligations attached to the Company’s Ordinary Shares are set out in the Company’s Articles of Association, copies of which can be obtained from Companies House. As at the date of this Report, the Company has one class of share in issue, Ordinary Shares, which carry no right to fixed income. The holders of Ordinary Shares are entitled to receive dividends when declared, to receive the 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 37 Governance ![Graphics]() Company’s report and accounts, to attend and speak at general meetings, to appoint proxies and to exercise voting rights. There are no restrictions on the voting rights attaching to the Company’s shares or the transfer of securities in the Company. #### Annual General Meeting (“AGM”) The Notice of the AGM is set out on pages 80 to 83 of these financial statements. Andrew Martin Smith, as a non-independent Director, is subject to annual re-election in accordance with the Listing Rules. Under the Company’s Articles, each of Ewen Gilmour and Joanna Santinon are subject to re-election every second year. The Notice of AGM includes the following resolutions: – Resolution 7, an ordinary resolution, is proposed to ensure the Directors retain the authority to allot shares in the Company until the date of the 2026 Annual General Meeting (or 15 months from the date of the passing of the Resolution, if later) up to an aggregate nominal amount of £250,000 (representing approximately 213% of the issued ordinary share capital of the Company as at 10 July 2025). – Resolution 8, a special resolution, is proposed to empower the Directors to allot shares under the authority granted by resolution 7 without regard to any rights of pre-emption on the part of the existing shareholders. – Resolution 10, a special resolution, is proposed to ensure that authority to buy back shares is in place until the date of the 2026 Annual General Meeting (or 15 months from the date of the passing of the Resolution, if later). Auditor A resolution to re-appoint BDO LLP as auditor of the Company will be proposed at the AGM. #### Substantial shareholdings (individual shareholders over 3%) As at the date of this report 31 March 2025 31 March 2024 Shareholder No of Ordinary Shares held % of shares in issue No of Ordinary Shares held % of shares in issue No of Ordinary Shares held % of shares in issue Hargreaves Lansdown (Nominees) Limited 1,401,724 11.9 567,128 5.4 14,999 0.2 Marco Compagnoni 605,994 5.2 605,994 5.8 400,000 5.8 Transact Nominees Limited 406,462 3.5 381,547 3.6 178,775 2.6 Thomas Smith 405,994 3.5 405,994 3.9 405,994 5.9 Edward Guinness 400,000 3.4 400,000 3.8 400,000 5.8 Sean Lindsay 367,436 3.1 367,436 3.5 268,862 3.9 #### Going concern The Directors have made an assessment of the Company’s ability to continue as a going concern and are satisfied that the Company has adequate resources to continue in business for the foreseeable future (being a period of 12 months from the date these financial statements were approved). In reaching this conclusion the Directors took into account the nature of the Company’s business and Investment Policy, its risk management policies and the cash holdings. They have also reviewed the budgets and forecasts, which have been subject to stress tests performed by the Manager, and consider the Company has adequate financial resources to enable it to continue in operational existence at least 12 months from the 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 38 Governance ![Graphics]() date of approval of the Financial Statements. Therefore, the Directors believe it is appropriate to continue to apply the going concern basis in preparing the financial statements. #### Accountability and audit The independent auditor’s report is set out on pages 50 to 58 of this report. The Directors who were in office on the date of approval of this Report have confirmed that, as far as they were aware, there is no relevant audit information of which the auditor is unaware. Each of the Directors has taken all the steps they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that it has been communicated to the auditor. #### Financial instruments The Company’s financial instruments will comprise investments held by the VCT, equity, cash balances and liquid resources including debtors and creditors. Details of the financial instruments held by the Company and the risk associated with them are set out in note 19 on pages 74 to 75 and in the Investment Portfolio section on pages 10 to 25. #### Indemnity payments There are no qualifying indemnity payments made on behalf of the Directors (2024: none). #### Risk management Further details, including details about risk management, are set out on pages 31 to 33 and in note 19 on pages 74 to 75. #### Future developments Significant events which have occurred after the year end are detailed in note 21 on page 76. Future developments which could affect the Company are discussed in the outlook section of the Chair’s Statement and in the Manager’s Review. By order of the Board The City Partnership (UK) Limited Company Secretary 10 July 2025 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 39 Governance ![Graphics]() ## STATEMENT OF CORPORATE ## GOVERNANCE The Board is committed to the principle and application of sound corporate governance and confirms that the Company has taken steps, appropriate to a venture capital trust and relevant to its size and operational complexity to comply with the provisions and recommendations of The UK Corporate Governance Code published by the Financial Reporting Council in July 2018 (the “Code”). The Code can be found on the website of the FRC at www.frc.org.uk. The Directors acknowledge the section headed “Reporting on the Code” in the preamble to the Code which recognises that an alternative to complying with a provision may be justified in particular circumstances based on a range of factors, including the size, complexity, history and ownership structure of a company. Accordingly, the provisions of the Code have been complied with save that (i) the Company does not have a senior independent director (although the Chair is an independent director), (ii) the Company will not conduct on an annual basis a formal review as to whether there is a need for an internal audit function as the Directors do not consider that an internal audit would be an appropriate control for a VCT, (iii) the Directors will not stand for annual re-election (but will comply with the Company’s Articles concerning their re-election) other than Andrew Martin Smith who, as an employee of the Manager, is not considered independent and is, therefore, obliged to resign and stand for annual re-election as a Director pursuant to the Listing Rules. The independent Directors will stand for re-election every two years. The Board considers that these provisions are not relevant to the position of the Company due to the size and specialised nature of the Company, the fact that all Directors are non-executive and the costs involved. The Directors consider the Annual Report and Financial Statements taken as a whole to be fair, balanced and understandable and to provide the information necessary for shareholders to assess the Company’s position, performance, business model and strategy. #### The Board The Board has overall responsibility for the Company’s affairs, including determining its investment policy and having overall control, direction and supervision of the Manager. As the funds under management increase, it is probable that a Management Engagement Committee will be formed to monitor, on behalf of the Board, the Manager’s performance. Meanwhile, the Board carries out the functions of a management engagement committee. The Investment Management Agreement between the Company and Guinness Asset Management Limited sets out the matters over which the Manager has authority. This includes monitoring the Company’s assets. All other matters, including strategy, investment and dividend policies and corporate governance proceedings are reserved for the approval of the Board. The Board meets at least quarterly and additional meetings are arranged as necessary. Full and timely information is provided to the Board to enable it to function effectively and to allow the Directors to discharge their responsibilities. In addition, the Directors are responsible for ensuring that the policies and operations are in the best interests of all the Company’s shareholders and that the best interests of creditors and suppliers to the Company are properly considered. The Chair and the company secretary establish the agenda for each Board meeting. The necessary papers for each meeting are distributed well in advance of each meeting ensuring all Directors receive accurate, timely and clear information. The Board has direct access to corporate governance and compliance services through the company secretary which is responsible for ensuring that Board procedures are followed and compliance requirements are met. The Board comprises three non-executive Directors, two of whom act independently of the Manager. Accordingly, the majority of the Board, including the Chair, are independent of the Manager. The Directors have a wide range of investment, business, financial skills and knowledge relevant to the Company’s business. Brief biographical details of each Director are set out on page 6. The Board of the Company is made up of three Directors, two of whom are male and one is female. The Company has no employees. The Board is aware that the Company has not met the three diversity targets set out in Listing Rule 9.8.6(9). However, the Board would point out that it comprises only three Directors, two of whom are independent. One of the two independent Directors is a woman and chairs the Company’s audit committee. At this time, the Company does not have a Director from a minority ethnic background. The Board believes in the value and importance of diversity in the boardroom but 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 40 Governance ![Graphics]() does not consider it appropriate or in the best interests of the Company to set prescriptive targets. The Board has disclosed the following information in relation to its diversity based on the position at the Company’s financial year ended 31st March 2025: Gender No of Directors % of Directors No of Senior Roles Men 2 66.7 1\* Women 1 33.3 1\*\* Not Disclosed 0 0 Ethnicity No of Directors % of Directors No of Senior Roles White British (or any other white background) 3 100 2 Mixed/ Multiple Ethnic Groups 0 0 0 Not Disclosed 0 0 0 \*Ewen Gilmour is Chair of the Board. \*\* Joanna Santinon is Chair of the Audit Committee. The Company may by ordinary resolution appoint any person who is willing to act as a Director, either to fill a vacancy or as an additional Director. No Director has a contract of service with the Company. All of the Directors have been provided with letters of appointment, copies of which are available for inspection on request at the Company’s registered office and at the Annual General Meeting. The Board is committed to ensuring that the Company is run in the most effective manner. The Board monitors the diversity of all Directors to ensure an appropriate level of experience and qualification. When making new appointments the Board takes into account other demands on directors’ time and prior to appointment significant commitments would be disclosed. There are no specific guidelines set on length of Directors’ service, including the Chair, as the Board believes that continuity of experience is most important. #### Independence of Directors The Board regularly reviews the independence of each Director and of the Board as a whole in accordance with the guidelines in the Code. Andrew Martin Smith, as an employee of Guinness Asset Management Limited, is not considered independent. Directors’ interests are noted at the start of each Board meeting and any Director would not participate in the discussion concerning any investment in which he or she had an interest. The Board, note the UK Corporate Governance Code’s recommendation that more than nine years of service would compromise independence, and so will consider the independence of a Director once he or she has served for more than nine years. The Board considers that continuity and experience can be of significant benefit to the Company and its shareholders. The Board believes that Ewen Gilmour and Joanna Santinon have demonstrated that they are independent in character and judgment and there are no relationships or circumstances which could affect their objectivity. #### Board Performance During the year, the Board approved a performance evaluation process which was completed after the year-end. Due to the size of the Company, the fact that all Directors are non-executive and the costs involved, external facilitators are not expected to be used in the evaluation. Post year end, on 1 July 2025, the Company Secretary presented the findings of the Board performance evaluation exercise, which consisted of a series of questionnaires. The Board concluded that all Directors continued to make an effective contribution and have the requisite skills and experience to continue to provide able leadership and direction for the Company. The Board also assessed and monitored its own culture, including its policies, practices and behaviour and was satisfied it is aligned with the Company’s purpose, values and strategy. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 41 Governance ![Graphics]() #### Board and Committee Meetings The following table sets out the Directors’ attendance at full Board and audit committee meetings held during the year ended 31 March 2025. Additional Board meetings were held as required to address specific issues including an offer for subscription and quarterly net asset values. Board Meetings Audit Committee Remuneration & Nomination Committee Director Held Attended Held Attended Held Attended E. Gilmour 5 5 4 4 1 1 J. Santinon 5 4 4 4 1 1 A. Martin Smith 5 5 n/a n/a n/a n/a The Board is in regular contact with the Manager between Board meetings and extra communication between the Board and Manager takes place if a Director is unable to attend a meeting. #### Remuneration & Nomination Committee At a meeting held in February 2024, the Board established a remuneration & nomination committee comprising two independent non-executive Directors, Joanna Santinon (committee Chair) and Ewen Gilmour. The committee will meet at least once each year and its duties include: – determining the policy for the Directors’ remuneration; – reviewing the ongoing appropriateness and relevance of the remuneration policy; – regularly reviewing the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and make recommendations to the Board with regard to any changes; – ensuring plans are in place for orderly succession to Board positions and oversee the development of a diverse pipeline for succession, taking into account the challenges and opportunities facing the Company, and the skills and expertise needed on the Board in the future; and – being responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise. The committee’s first meeting was on 4 July 2024. The committee meeting scheduled for February 2025 was postponed and was held on 1 July 2025. #### Report of the Audit Committee The Company’s audit committee (“Audit Committee”) comprises the two independent non-executive Directors, Joanna Santinon (committee Chair) and Ewen Gilmour. Due to his independence and experience the Board believes it is appropriate that the Chair of the Board is also a member of the Audit Committee. The Board is also satisfied that the committee as a whole has competence relevant to the venture capital trust sector and the requisite skills and experience to fulfil the responsibilities of the Audit Committee and meets the requirements of the Code as to recent and relevant financial experience. The committee meets at least twice a year. The Company’s auditors may be required to attend such meetings. The committee will prepare a report each year addressed to shareholders for inclusion in the Company’s annual report and accounts. The duties of the committee are inter alia: – to review and report to the Board on significant financial reporting issues and judgements which the financial statements, interim reports, preliminary announcements and related formal statements contain; – to review the different valuation methodologies used to arrive at the investment valuations to be carried in the Company’s financial statements; – to monitor, review and report to the Board on internal control and risk management systems; – to consider the appointment of the external auditor, to monitor its independence and objectivity, the level of audit fees and to discuss with the external auditor the nature and scope of the audit; and – to prepare a formal report to shareholders on its activities to be included in the Company’s annual report, which includes all information and requirements set out in the UK Corporate Governance Code. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 42 Governance ![Graphics]() During the year ended 31 March 2025 there were two full meetings of the committee; it also met on 1 July 2025 to review a draft of this Report. The Directors carried out a robust assessment of the principal and emerging risks facing the Company and concluded that the key areas of risk which threaten the business model, future performance, solvency or liquidity of the Company are: – compliance with HMRC VCT Regulations to maintain the Company’s VCT status; and – valuation of unquoted investments. These matters are monitored regularly by the Manager and reviewed by the Board at every Board meeting. They were also discussed with the Manager and the auditor at the Audit Committee meeting held to discuss these annual financial statements. The committee concluded: – VCT status – the Manager confirmed to the Audit Committee that the conditions for maintaining the Company’s status had been complied with throughout the year. The Company’s VCT status is also reviewed by the Company’s tax adviser, Philip Hare & Associates, as described on page 31. – Valuation of unquoted investments - the Manager confirmed to the Audit Committee that unquoted companies are valued in accordance with published industry guidelines. The valuations of unquoted companies take account of the latest available information about the investee companies and relevant current market data. A comprehensive report on the valuation of unquoted investments is presented and discussed at Board meetings; Directors are also consulted about material changes to those valuations between Board meetings. The Audit Committee is satisfied that the key areas of risk and judgement will be properly addressed in the financial statements and that the significant assumptions to be used in determining the value of assets and liabilities will be properly appraised and are sufficiently robust. Relationship with the Auditor The Audit Committee is responsible for overseeing the relationship with the external auditor, assessing the effectiveness of the external audit process and making recommendations on the appointment and removal of the external auditor. When assessing the effectiveness of the process for the year under review, the Audit Committee considered the auditor’s technical knowledge and its understanding of the business of the Company; whether the audit team was appropriately resourced; whether the auditor provided a clear explanation of the scope and strategy of the audit and whether the auditor maintained independence and objectivity. As part of the review of auditor effectiveness and independence, BDO LLP has confirmed that it is independent of the Company and has complied with applicable auditing standards. BDO LLP does not provide any non-audit services to the Company. BDO LLP has held office as auditor since the inception of the Company. Public interest entities are required to put the external audit contract out to tender at least every ten years. BDO LLP has held office as auditor for three years as at the date of this Report; in accordance with ethical standards the engagement partner is rotated after at most five years, and the current partner has served for three years. Following the review as noted above the Audit Committee is satisfied with the performance of BDO LLP and recommends the services of BDO LLP to the shareholders in view both of that performance and the firm’s extensive experience in auditing VCTs. #### Internal control and Risk management The Board acknowledges that it is responsible for the Company’s internal control systems and for reviewing their effectiveness. In accordance with the Code, the Audit Committee has established an ongoing process for identifying, evaluating and managing the significant risks faced by the Company. The internal control systems aim to ensure the maintenance of proper accounting records, the reliability of the financial information upon which business decisions are made and which is used for publication, and that the assets of the Company are safeguarded. Internal controls can only provide reasonable and not absolute assurance against material misstatement or loss. The financial controls operated by the Board include the authorisation of the investment strategy and regular reviews of the results and investment performance. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 43 Governance ![Graphics]() The Board has delegated contractually to third parties, as set out on pages 29 to 30, the management of the investment portfolio, the safeguarding of the assets and the day- to-day accounting, company secretarial and administration requirements. The Board receives and considers regular reports from the Manager. Ad hoc reports and information are supplied to the Board as required. It remains the role of the Board to keep under review the terms of the investment management agreement with the Manager. Regular review of the control systems is carried out which covers consideration of the key risks. Each risk is considered with regard to the controls exercised at Board level, reporting by service providers and controls relied upon. The company secretary reviews the annual statutory accounts to ensure compliance with Companies Acts and the Code and the Audit Committee reviews financial information prior to its publication. Quarterly management accounts are produced for review and approval by the Manager and the Board. Quarterly valuation reports, including valuation methodology, are also reviewed by the Audit Committee on behalf of the Board and, where necessary, either valuations or methodology will be challenged. The Board has also agreed a cycle of policy reviews, including policy compliance, which includes the Company’s policy for approving and making payments. #### Shareholder reporting The Directors recognise the importance of clear communication with shareholders. Shareholders have access to a copy of the Company’s annual report and accounts (expected to be published each July) and a copy of the Company’s half- yearly report (expected to be published each November). These will be made available on the Manager’s website. Shareholders and their advisers (if applicable) will also receive updated reports from the Company and the Manager on the progress of the Company. In order to reduce the administrative burden and cost of communicating with shareholders, the Company intends to publish all notices, documents and information to be sent to shareholders generally on the Manager’s website (www.guinnessventures.com/link/vct). Increased use of electronic communications will deliver significant savings to the Company in terms of administration, printing and postage costs, as well as speeding up the provision of information to shareholders. The reduced use of paper will also have environmental benefits. Shareholders will be notified when documents are published on the Manager’s website. Such notification will be delivered electronically (or by post where no email address has been provided for that purpose). The Company welcomes the views of shareholders and places great importance on communication with its shareholders. Shareholders will have the opportunity to meet the Board at the Annual General Meeting. All shareholders are welcome to attend the meeting and to ask questions of the Directors. The Board is also happy to respond to any written queries made by shareholders during the course of the year. All communication from shareholders is recorded and reviewed by the Board to ensure that shareholder enquiries are promptly and adequately resolved. On behalf of the Board Ewen Gilmour Non-Executive Chair 10 July 2025 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 44 Governance ![Graphics]() ## DIRECTORS’ REMUNERATION REPORT This report has been prepared in accordance with the requirements of the Companies Act 2006 and The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (the “Regulations”). An ordinary resolution for the approval of the Directors’ Remuneration Report will be put to members at the Company’s next AGM to be held on 16 September 2025. This Directors’ Remuneration Report is audited by the Company’s auditor, BDO LLP, and any material misstatements are identified through this. The disclosures which have been audited are indicated as such. The auditor’s opinion on these and other matters is included in the Independent Auditor’s Report on pages 50 to 58. #### Directors’ remuneration policy Directors’ fees are reviewed annually and are set by the Board to attract and retain individuals with the appropriate range of skills and experience. In determining the level of fees their duties and responsibilities are considered, together with the level of time commitment required in preparing for and attending meetings. Directors’ fees have not changed in the year. At a meeting held in February 2024, the Board established a Remuneration & Nomination Committee with the first meeting held in July 2024. The current policy is that the remuneration of non-executive Directors should reflect the experience of the Board as a whole, be fair and comparable with that of other companies that are similar in size and nature to the Company and have similar objectives and structures. Directors’ fees are set with a view to attracting and retaining the Directors required to oversee the Company effectively and to reflect the specific circumstances of the Company, the duties and responsibilities of the Directors and the value and amount of time committed to the Company’s affairs. It is the intention of the Committee that, unless any revision to this policy is deemed necessary, this policy will continue to apply in the forthcoming and subsequent financial years. The Board has not received any views from the Company’s shareholders in respect of the levels of Directors’ remuneration. The Directors are not eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits. No arrangements have been entered into between the Company and the Directors to entitle any of the Directors to compensation for loss of office. #### Directors’ annual report on remuneration No Director has a contract of service with the Company. Each of the Directors accepted a letter of appointment with the Company dated 18 October 2022 (copies of which are available for inspection on request at the Company’s registered office and at the Annual General Meeting) whereby he or she is required to devote such time to the affairs of the Company as the Board reasonably requires consistent with their role as non-executive Director. Ewen Gilmour is entitled to receive an annual fee of £30,000 (plus VAT if applicable), Joanna Santinon is entitled to receive an annual fee of £25,000 (plus VAT if applicable) and Andrew Martin Smith is entitled to receive an annual fee of £15,000 (plus VAT if applicable). Each party can terminate the agreement by giving to the other at least six months’ notice in writing to expire at any time after the date 12 months from the respective commencement dates. No benefits are payable on termination. Directors are subject to election by shareholders at the first Annual General Meeting after their appointment. The Company’s Articles of Association provide for a maximum level of total remuneration of £200,000 per annum in aggregate. Directors are remunerated exclusively by fixed fees and do not receive bonuses, share options, long term incentives, pension or other benefits. There is no comparative information in respect of employee remuneration as the Company has no employees. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 45 Governance ![Graphics]() #### Directors’ fees for the year (Audited) The fixed fees payable to individual Directors in respect of the year ended 31 March 2025 are shown in the table below. Director Total annual fixed fee Total fixed fee for the year ended 31 March 2025 Total fixed fee for the year ended 31 March 2024\* Ewen Gilmour 30,000 30,000 30,000 Joanna Santinon 25,000 25,000 25,000 Andrew Martin Smith 15,000 15,000 15,000 70,000 70,000 70,000 \* In the year ended 31 March 2024 the Directors were paid total of £72,030 with the additional £2,030 being in respect of the period from 22 March 2023 to 31 March 2023 for which they had not been paid in the year ended 31 March 2023. The Directors annual fees have not changed since they were set at £30k, £25k and £15k with effect from 22 March 2023 for Ewen Gilmour, Joanna Santinon and Andrew Martin Smith respectively. #### Annual percentage change in Directors’ Fixed Fee remuneration Director % change for the year ended 31 March 2025 % change for the year ended 31 March 2024 E. Gilmour 0% 0% J. Santinon 0% 0% A. Martin Smith 0% 0% #### Relative importance of spend on Directors’ fees The table below shows the remuneration paid to Directors and shareholder distributions in relation to the period to 31 March 2025: For the year ended 31 March 2025 (£) For the year ended 31 March 2024 (£) Total dividend paid to shareholders 0 0 Total repurchase of own shares 0 0 Total directors’ fees 70,000 70,000 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 46 Governance ![Graphics]() #### Directors’ shareholdings (Audited) The Directors who held office at year-end and their interests in the shares of the Company (including beneficial and family interests) were: 31 March 2025 31 March 2024 Shares Held % of issued share capital Shares Held % of issued share capital E. Gilmour 50,380 0.5 40,299 0.6 J. Santinon 20,000 0.2 20,000 0.3 A. Martin Smith 60,380 0.6 40,000 0.6 The Company confirms that it has not set out any formal requirements or guidelines for a Director to own shares in the Company. #### Company performance The Board is responsible for the Company’s investment strategy and performance, although the management of the Company’s investment portfolio is delegated to the Manager through the management agreement. The Board intends to compare the Company’s NAV per share to the MSCI UK Small Cap Index. This index was chosen as the benchmark for investment performance because its constituents are smaller UK listed companies and therefore closest to the small private companies in which the Company will invest. However, readers should note that the differences between the scale, capital structure and liquidity of investments included in this index differ markedly to typical VCT investments. It should also be noted that VCTs are not able to make qualifying investments in companies quoted on the Main Market. #### Guinness VCT NAV per Share vs MSCI UK Small Cap #### (indexed to 31 March 2023) 80.0 85.0 90.0 95.0 100.0 105.0 110.0 115.0 120.0 31/03/2023 30/04/2023 31/05/2023 30/06/2023 31/07/2023 31/08/2023 30/09/2023 31/10/2023 30/11/2023 31/12/2023 31/01/2024 29/02/2024 31/03/2024 30/04/2024 31/05/2024 30/06/2024 31/07/2024 31/08/2024 30/09/2024 31/10/2024 30/11/2024 31/12/2024 31/01/2025 28/02/2025 31/03/2025 GVCT NAV per Share MSCI UK Small Cap 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 47 Governance ![Graphics]() #### Shareholder voting At the last Annual General Meeting, 100 per cent of shareholders who exercised their voting rights (five shareholders holding a total of 55,335 Ordinary Shares) voted for the resolution approving the Directors’ Remuneration Report, and 9,990 votes were withheld. On behalf of the Board Ewen Gilmour Non-Executive Chair 10 July 2025 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 48 Governance ![Graphics]() ## STATEMENT OF DIRECTORS’ ## RESPONSIBILITIES The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss for the Company for that year. In preparing these financial statements, the Directors are required to: – select suitable accounting policies and then apply them consistently; – make judgements and accounting estimates that are reasonable and prudent; – state whether they have been prepared in accordance with applicable UK accounting standards, subject to any material departures disclosed and explained in the financial statements; – prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business; and – prepare a Strategic Report, a Directors’ Report and Directors’ Remuneration Report which comply with the requirements of the Companies Act 2006. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for ensuring that the Annual Report and accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company’s position, performance, business model and strategy. #### Website publication The Directors are responsible for ensuring the Annual Report and the financial statements are made available on a website. A copy is maintained on the website by the Manager on behalf of the Company. Financial statements are published on the Company’s website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the ongoing integrity of the financial statements contained therein. #### Directors’ responsibilities pursuant #### to DTR4 The Directors confirm to the best of their knowledge: – The financial statements which have been prepared in accordance with UK Generally Accepted Accounting Practice give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company. – The Annual Report includes a fair review of the development and performance of the business and the financial position of the Company, together with a description of the principal risks and uncertainties that it faces. The Board considers the annual report and financial statements, taken as a whole, are fair, balanced and understandable and that it provides the necessary information for shareholders to assess the Company’s performance, business model and strategy. On behalf of the Board Ewen Gilmour Non-Executive Chair 10 July 2025 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 49 Governance ![Graphics]() [SECTION HEADER] # AUDITOR’S REPORT Guinness VCT Investments Strategic Report Governance Auditor’s Report Financial Statements Auditor’s Report 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 50 ![Graphics]() ## INDEPENDENT AUDITOR’S REPORT TO ## THE MEMBERS OF GUINNESS VCT PLC Opinion on the financial statements In our opinion the financial statements: – give a true and fair view of the state of the Company’s affairs as at 31 March 2025 and of its profit for the year then ended; – have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; – have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements of Guinness VCT plc (the ‘Company’) for the year ended 31 March 2025 which comprise the Income Statement, the Statement of Changes in Equity, the Balance Sheet, the Statement of Cash Flows and the notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is consistent with the additional report to the Audit Committee. Independence Following the recommendation of the Audit Committee, we were appointed by the Board of Directors to audit the financial statements for the period ended 31 March 2023 and subsequent financial periods. The period of total uninterrupted engagement including retenders and reappointments is 3 years, covering the years ended 31 March 2023 to 31 March 2025. We remain independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services prohibited by that standard were not provided to the Company. Conclusions relating to going concern In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting included: – Obtaining the VCT compliance reports prepared by management’s expert during the year and as at year end and reviewing the calculations therein to check that the Company was meeting its requirements to retain VCT status; – Consideration of the Company’s expected future compliance with VCT legislation, the absence of bank debt, contingencies and commitments and any market or reputational risks; and – Reviewing the forecasted cash flows that support the Directors’ assessment of going concern, challenging assumptions and judgements made in the forecasts, and assessing them for reasonableness. In particular, we considered the available cash resources relative to the forecast expenditure which was assessed against the prior year for reasonableness. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In relation to the Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors’ statement in the financial 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 51 Auditor’s Report ![Graphics]() statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Overview Key Audit Matters 2025 2024 Valuation of unquoted investments ✓ ✓ Materiality Company financial statements as a whole £205,000 (2024: £133,000) based on 2% (2024: 2%) of Net assets An overview of the scope of our audit 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. 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, including those 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. Key Audit Matter How the scope of our audit addressed the key audit matter Valuation of unquoted investments (Note 1 and Note 11) We consider the valuation of unquoted investments to be the most significant audit area as there is a high level of estimation uncertainty involved in determining the unquoted investment valuations. There is an inherent risk of management override arising from the unquoted investment valuations being prepared by the Investment Manager, who is remunerated based on the net asset value. For all Investments we: • Challenged whether the valuation methodology was the most appropriate in the circumstances under the International Private Equity and Venture Capital Valuation (“IPEV”) Guidelines and the applicable accounting standards. • Assessed whether the valuation workings are based on the latest information provided by the investee companies, were reviewed and approved accordingly and the commentary in the valuation workings agrees with the fair value movement. We performed a risk assessment to determine the extent of our detailed testing. This included assessing the value of individual investments, the movement in fair value; movements in multiples (where applicable); and gross enterprise value, and changes in discounts from prior year to current year; and the economic factors that impact the valuation of the portfolio companies. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 52 Auditor’s Report ![Graphics]() For investments selected for testing that were valued using more subjective techniques (earnings multiples and revenue multiples) we: – Challenged and corroborated the inputs to the valuation with reference to management information of investee companies, market data and our own understanding and assessed the impact of the estimation uncertainty concerning these assumptions and the disclosure of these uncertainties in the financial statements; – Reviewed the historical financial statements and any recent management information available to support assumptions about maintainable revenues, earnings or cash flows used in the valuations; – Considered the revenue or earnings multiples applied and the discounts applied by reference to observable listed company market data; and – Challenged the consistency and appropriateness of adjustments made to such market data in establishing the revenue, cash flow or earnings multiple applied in arriving at the valuations adopted by considering the individual performance of investee companies against plan and relative to the peer group, the market and sector in which the investee company operates and other factors as appropriate. For investments selected for testing that were valued using less subjective valuation techniques (price of recent investment reviewed for changes in fair value) we: – Verified the price of recent investment to supporting documentation; – Considered whether the investment was an arm’s length transaction through reviewing the parties involved in the transaction and checking whether or not they were already investors of the investee Company; – Considered whether there were any indications that the cost or price of recent investment was no longer representative of fair value considering, inter alia, the current performance of the investee company and the milestones and assumptions set out in the investment proposal; and – Considered whether the price of recent investment is supported by alternative valuation techniques. Where appropriate, we performed a sensitivity analysis by developing our own point estimate where we considered that alternative input assumptions could reasonably have been applied and we considered the overall impact of such sensitivities on the portfolio of investments in determining whether the valuations as a whole are reasonable and free from bias. Key observations Considering the level of estimation uncertainty and the procedures performed to address this risk, we consider the unquoted investment valuations to be appropriate. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 53 Auditor’s Report ![Graphics]() ### OUR APPLICATION OF MATERIALITY We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements. In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, 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. Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows: Company financial statements 2025 (£’000) 2024 £’000) Materiality 205 133 Basis for determining materiality 2% of Net assets (2024: 2% of Net assets) Rationale for the benchmark applied In setting materiality, we have had regard to the nature and disposition of the investment portfolio. Given that the VCT’s portfolio is comprised of unquoted investments which would typically have a wider spread of reasonable alternative possible valuations, we have applied a percentage of 2% of net assets. Performance materiality 153 100 Basis for determining performance materiality 75% of materiality (2024: 75% of materiality) Rationale for the percentage applied for performance materiality The level of performance materiality applied was set after having considered a number of factors including the expected total value of known and likely misstatements and the level of transactions in the year. Reporting threshold We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £10,250 (2024: £6,600). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds. Other information The directors are responsible for the other information. The other information comprises the information included in the Annual Report and Financial Statements other than the financial statements and our auditor’s report thereon. 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. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 54 Auditor’s Report ![Graphics]() Corporate governance statement The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code specified for our review. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements, or our knowledge obtained during the audit. Going concern and longer-term viability – The Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified; and – The Directors’ explanation as to their assessment of the Company’s prospects, the period this assessment covers and why the period is appropriate. Other Code provisions – Directors’ statement on fair, balanced and understandable; – Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks; – The section of the annual report that describes the review of effectiveness of risk management and internal control systems; and – The section describing the work of the Audit Committee. Other Companies Act 2006 reporting Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below. Strategic report and Directors’ report In our opinion, based on the work undertaken in thecourse of the audit: which the financial statements are prepared is consistent with the financial statements; and – the information given in the Strategic report and the Directors’ report for the financial year for – the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the Directors’ report. Directors’ remuneration In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 55 Auditor’s Report ![Graphics]() Matters on which we are required to report by exception We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: – adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or – the financial statements and the part of the Directors’ remuneration report to be audited are not in agreement with the accounting records and returns; or – certain disclosures of Directors’ remuneration specified by law are not made; or – we have not received all the information and explanations we require for our audit. Responsibilities of Directors As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Extent to which the audit was capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Non-compliance with laws and regulations Based on: – Our understanding of the Company and the industry in which it operates; – Discussion with the Investment Manager and those charged with governance; and – Obtaining an understanding of the Company’s policies and procedures regarding compliance with laws and regulations; We considered the significant laws and regulations to be the Companies Act 2006, the FCA listing and DTR rules, the principles of the UK Corporate Governance Code, industry practice represented by the Statement of Recommended Practice: Financial Statements of Investment Trust Companies and Venture Capital Trusts (“the SORP”) and updated in February 2018 with consequential amendments and the applicable financial reporting framework. We also considered the Company’s qualification as a VCT under UK tax legislation. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 56 Auditor’s Report ![Graphics]() Our procedures in respect of the above included: – Agreement of the financial statement disclosures to underlying supporting documentation; – Enquiries of the Investment Manager and those charged with governance relating to the existence of any non-compliance with laws and regulations; – Obtaining the VCT compliance reports prepared by the Company’s VCT Tax Adviser during the year and as at year end and reviewing their calculations to check that the Company was meeting its requirements to retain VCT status; and – Reviewing minutes of meeting of those charged with governance throughout the period for instances of non-compliance with laws and regulations. Fraud We assessed the susceptibility of the financial statement to material misstatement including fraud. Our risk assessment procedures included: – Enquiry with the Investment Manager, the Administrator and those charged with governance regarding any known or suspected instances of fraud; – Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud; and – Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; Based on our risk assessment, we considered the areas most susceptible to be valuation of unquoted investments and management override of controls. Our procedures in respect of the above included: – In addressing the risk of valuation of unquoted investments, the procedures set out in the key audit matter section in our report were performed; – In addressing the risk of management override of control, we: • Considered the opportunity and incentive to manipulate accounting entries and target tested relevant adjustments made in the period end financial reporting process; • Reviewed for significant transactions outside the normal course of business; • Reviewed the significant judgements made in the unquoted investment valuations and considering whether the valuation methodology is the most appropriate; • Considered any indicators of bias in our audit as a whole; and • Performed a review of unadjusted audit differences, if any, for indications of bias or deliberate misstatement. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, who were deemed to have the appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 57 Auditor’s Report ![Graphics]() 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. Vanessa-Jayne Bradley (Senior Statutory Auditor) For and on behalf of BDO LLP, Statutory Auditor London, UK 10 July 2025 BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 58 Auditor’s Report ![Graphics]() [SECTION HEADER] # FINANCIAL # STATEMENTS Guinness VCT Investments Strategic Report Governance Auditor’s Report Financial Statements Financial Statements 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 59 ![Graphics]() ## INCOME STATEMENT The total column of this Income Statement represents the profit and loss account of the Company, prepared in accordance with Financial Reporting Standard 102 (“FRS 102”). The supplementary revenue and capital return columns are prepared in accordance with the Statement of Recommended Practice, “Financial Statements of Investment Trust Companies and Venture Capital Trusts” (“SORP”) updated in July 2022 with consequential amendments. A separate Statement of Comprehensive Income has not been prepared as all income is included in the Income Statement. All the items above derive from continuing operations of the Company. The notes on pages 64 to 76 are an integral part of the financial statements. For the year ended 31 March 2025 Note Revenue Capital Total £ £ £ Gain on unquoted investments held at fair value 12 - 309,159 309,159 Loss on quoted investments held at fair value 12 (10,792) - (10,792) Investment income 7 131,133 - 131,133 Manager’s fee 8 (32,875) (98,625) (131,500) Other expenses 9 (257,045) - (257,045) (Loss)/profit before taxation (169,579) 210,534 40,955 Taxation 10 - - - (Loss)/profit attributable to equity shareholders (169,579) 210,534 40,955 Return per Ordinary Share (pence) 11 (2.11) 2.62 0.51 For the year ended 31 March 2024 Note Revenue Capital Total £ £ £ Gain on unquoted investments held at fair value 12 - 113,899 113,899 Loss on quoted investments held at fair value 12 (690) - (690) Investment income 7 60,685 - 60,685 Manager’s fee 8 (8,976) (26,929) (35,905) Other expenses 9 (215,983) - (215,983) (Loss)/profit before taxation (164,964) 86,970 (77,994) Taxation 10 - - - (Loss)/profit attributable to equity shareholders (164,964) 86,970 (77,994) Return per Ordinary Share (pence) 11 (3.57) 1.88 (1.69) Guinness VCT Plc Annual Report and Financial Statements 60 10 July 2025 Financial Statements ![Graphics]() ## STATEMENTS OF CHANGE IN EQUITY The notes on pages 64 to 76 are an integral part of the financial statements. Non-distributable reserves Distributable reserves For the year ended 31 March 2025 Called up share capital Share premium Capital reserve Capital reserve Revenue reserve Total reserve £ £ £ £ £ £ Opening balance as at 1 April 2024 68,688 6,719,723 113,899 (27,953) (196,877) 6,677,480 Total comprehensive income/ (loss) for the year - - 309,160 (98,625) (169,580) 40,955 Contributions by and distributions to owners: Shares issued (Note 16) 36,389 3,608,939 - - - 3,645,328 Share issue expenses - (96,661) - - - (96,661) Closing balance as at 31 March 2025 105,077 10,232,001 423,059 (126,578) (366,457) 10,267,102 Non-distributable reserves Distributable reserves For the year ended 31 March 2024 Called up share capital Share premium Capital reserve Capital reserve Revenue reserve Total reserve £ £ £ £ £ £ Opening balance as at 1 April 2023 74,749 2,450,101 - (1,024) (31,913) 2,491,913 Total comprehensive income/ (loss) for the year - - 113,899 (26,929) (164,964) (77,994) Contributions by and distributions to owners: Shares issued (Note 16) 43,939 4,317,845 - - - 4,361,784 Share issue expenses - (48,223) - - - (48,223) Redeemable preference shares cancellation (50,000) - - - - (50,000) Closing balance as at 31 March 2024 68,688 6,719,723 113,899 (27,953) (196,877) 6,677,480 Guinness VCT Plc Annual Report and Financial Statements 61 10 July 2025 Financial Statements ![Graphics]() ## BALANCE SHEET The Financial Statements were approved by the Directors and authorised for issue on 10 July 2025 and signed on their behalf by: Ewen Gilmour Non-Executive Chair Company registered number: 14220882 The notes on pages 64 to 76 are an integral part of the financial statements. Note 31 March 2025 (£) 31 March 2024 (£) Fixed assets Investments 12 7,990,445 5,379,530 Current assets Debtors 14 469,039 110,220 Funds held by Administrator 6 709,737 1,086,885 Cash at bank and in hand 1,297,527 254,112 Creditors: amounts falling due within one year 15 (199,646) (153,267) Net current assets 2,276,657 1,297,950 Net assets 10,267,102 6,677,480 Capital and reserves Called up share capital 16 105,077 68,688 Share premium account 10,232,001 6,719,723 Capital reserves 296,481 85,946 Revenue reserves (366,457) (196,877) Total shareholders’ funds 10,267,102 6,677,480 Net asset value per Ordinary Share (pence) 18 97.71 97.21 Guinness VCT Plc Annual Report and Financial Statements 62 10 July 2025 Financial Statements ![Graphics]() ## STATEMENT OF CASH FLOW \*Proceeds from share issues differ from the Statement of Changes in Equity for 31 March 2024 and 31 March 2025 due to funds being in transit and received post both year ends. The notes on pages 64 to 76 are an integral part of the financial statements. Notes Year ended 31 March 2025 (£) Year ended 31 March 2024 (£) Operating activities Profit/(loss) before taxation for the period 40,955 (77,994) Net gain on investments 12 (298,368) (113,899) Decrease/(increase) in debtors 18,329 (101,935) Increase in creditors 46,379 87,559 Net cash outflow from operating activities (192,705) (206,269) Cash flows from investing activities Purchase of investments 12 (1,451,313) (4,160,128) Purchase of quoted investments (Money Market Funds) 12 (3,131,565) (2,775,000) Proceeds from sale of quoted investments (Money Market Funds) 12 2,270,332 1,668,807 Net cash outflow from investing activities (2,312,546) (5,266,321) Net cash outflow before financing (2,505,251) (5,472,590) Cash flows from financing activities Proceeds from share issues \* 3,653,726 3,274,300 Share issue costs (105,060) (34,998) Net cash inflow from financing activities 3,548,666 3,239,302 Increase/(decrease) in cash and cash equivalents 1,043,415 (2,233,288) Cash at bank and in hand at the beginning of the period 254,112 2,487,400 Cash at bank and in hand at the end of the period 1,297,527 254,112 Guinness VCT Plc Annual Report and Financial Statements 63 10 July 2025 Financial Statements ![Graphics]() ## NOTES TO THE FINANCIAL STATEMENTS 1. Company information The Company is a public limited company limited by shares, incorporated in England and Wales. The registered address is 18 Smith Square, London SW1P 3HZ. The principal activity is investing in unlisted growth companies. 2. Basis of preparation These Financial Statements have been prepared in accordance with applicable United Kingdom accounting standards, including Financial Reporting Standard 102 – ‘The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland’ (‘FRS 102’), and with the Companies Act 2006 and in accordance with the SORP issued by the Association of Investment Companies (“AIC”) in July 2022. The Financial Statements have been prepared on the historical cost basis except for the modification to a fair value basis for certain financial instruments as specified in the accounting policies below. The Financial Statements are prepared in pounds sterling, which is the functional currency of the Company. All values in these financial statements are rounded to the nearest pound, except where stated. 3. Going concern The Board of Directors is satisfied that the Company has adequate availability to continue as a going concern and are satisfied that the Company has adequate resources to continue in business for the foreseeable future (being a period of 12 months from the date these Financial Statements were approved). In reaching this conclusion the Directors took into the account the nature of the Company’s business and Investment Policy, its risk management policies, and the cash holdings. As at 31 March 2025 the Company held a cash balance with value of £1,297,527 (2024: £254,112). The Company also held £1,955,945 (2024: 1,105,503) in highly liquid money market funds at the year end, which the Company can sell to satisfy cash requirements. In the year ended 31 March 2025, the Company had operating expenses of £388,545 (2024: £251,888). The Company also benefits from the Manager’s cost cap which limits annual running expenses to 3.5% of year end NAV. The Directors have reviewed the budgets and forecasts, which have been subject to stress tests performed by the Manager, and consider the Company has adequate financial resources to enable it to continue in operational existence at least 12 months from the date of approval of the Financial Statements. The stress tests included a scenario that assumed the Company raised no future funds which had no impact on the going concern basis of the Company. Thus, the Directors believe it is appropriate to continue to apply the going concern basis in preparing the financial statements. 4. Segmental reporting The Directors are of the opinion that the Company is engaged in a single segment of business, being investment business. 5. Significant judgements and estimates The preparation of the Financial Statements may require the Board to make judgements and estimates that affect the application of policies and reported amounts of assets, liabilities and income and expenses. Estimates and assumptions mainly relate to the fair value of the fixed asset investments, particularly unquoted investments. The valuation methodologies used when valuing unquoted investments provide a range of possible values. Judgments are made to determine the best valuation methodology in order to ascertain the fair value of unquoted investments. Estimates are based on historical experience and other assumptions that are considered reasonable under the circumstances. The estimates and the assumptions are under continuous review with attention paid to the carrying value of the investments. More information related to unquoted investments and their valuations is included in Note 12 and the Manager’s Review on page 14. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 64 Financial Statements ![Graphics]() Judgements The Directors consider that the preparation of the Financial Statements involves the following key judgements: i. the fair valuation of the unlisted investments. The key judgements in the fair valuation process are: i. the Manager’s determination of the appropriate application of IPEV Guidelines to each unlisted investment; and ii. the Directors’ consideration of whether each fair value is appropriate following review and challenge. The judgement applied in the selection of methodology used for determining fair value of each unlisted investment can have a significant impact upon the valuation. Estimates The key estimate in the Financial Statements is the determination of the fair value of the unlisted investments by the Manager for consideration by the Directors. This estimate is key as it significantly impacts the valuation of the unlisted investments at the Balance Sheet date. The fair valuation process involves estimation using subjective inputs that are unobservable (for which market data is unavailable). The main estimates involved in the selection of the valuation process inputs are: i. the selection of appropriate comparable companies in order to derive revenue multiples and meaningful relationships between enterprise value, revenue and earnings growth. Comparable companies are chosen on the basis of their business characteristics and growth pattern; ii. the selection of a revenue metric, either historic or forecast; iii. the selection of an appropriate industry benchmark index to assist with the valuation validation or the application of valuation adjustments, particularly in the absence of established earnings or closely comparable peers; and iv. the multiple is adjusted to reflect any risk associated with lack of marketability and to take account of the differences between the investee company and the benchmark company or companies used to derive the multiple. 6. Accounting policies A summary of the principal accounting policies, all of which have been applied consistently throughout the period, is set out below. a. Investments The Company held quoted investments (Money Market Funds) during the reporting period. The Money Market Funds fair value is established by reference to bid, or last market prices at the close of business on the balance sheet date. Investments in unlisted companies are held at fair value through profit or loss. Information about the portfolio is provided internally to the Directors on that basis and the Directors consider the basis to be consistent with the Company’s investment strategy. The fair value of unquoted investments is assessed by the Manager with reference to the International Private Equity and Venture Capital Valuation Guidelines December 2022 (“IPEV Guidelines”) which include the following techniques: i. Revenue Multiples - this valuation technique involves the application of an appropriate multiple to a performance measure (such as earnings or revenue) of the investee company in order to derive a value for the business. The Manager uses two principal data sources: 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 65 Financial Statements ![Graphics]() a. Comparable publicly listed companies - an appropriate set of publicly traded comparable companies to the investee company are collated and tracked over time; or b. The Price of a Recent Investment - this may be an appropriate starting point for estimating fair value. Adequate consideration is given to the current facts and circumstances, including, but not limited to, changes in significant market conditions or changes in the performance of the investee company especially for an investment that has a longer period between the date of investment and the measurement date. ii. Where a revenue multiple or other objective evidence is not appropriate and overriding factors apply, discounted cash flow or net asset valuation bases may be applied in accordance with IPEV Guidelines. b. Income Dividends receivable on quoted investments are recognised as revenue on the date on which the shares or units are marked as ex-dividend. Where no ex-dividend date is available, the revenue is recognised when the Company’s right to receive payment has been established. Interest receivable on bank deposits and quoted investments is included in the financial statements on an accruals basis. c. Expenses All expenses are accounted for on an accruals basis. In respect of analysis between revenue and capital items presented within the income statement, all expenses have been accounted for as revenue except as follows: i. Expenses are split and presented partly as capital items where a connection with the maintenance or enhancement of the value of the investments held can be demonstrated, and accordingly the investment management fee is currently allocated 25% to revenue and 75% to capital, which reflects the Directors’ expected long-term view of the nature of the investment returns of the Company. ii. Expenses which are incidental to the purchase of an investment and do not exceed total of £5,000 during the year are charged through the capital reserve. Any other transaction costs are taken to the revenue column of the Income Statement. d. Cash at bank and in hand Cash at bank and in hand comprises cash in hand and at bank deposits with an original maturity of less than three months, readily convertible to a known amount of cash. e. Funds held by Administrator Funds held by Administrator on behalf of the Company relates to share allotments in March 2024 and March 2025. The Administrator holds the Offer bank account to which the subscription funds were received from the investors. The Administrator transfers the funds to the VCT after each allotment. The funds were transferred to and received by the VCT in April 2024 and April 2025 respectively. f. Financial instruments The Company has applied the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS102 to all of its financial instruments. Financial instruments are recognised in the Company’s balance sheet when the Company becomes party to the contractual provisions of the instrument. Most of the Company’s financial instruments fall under the ‘Basic Financial Instruments’ category and comprise its cash balances, funds held by the Administrator and most debtors and creditors. These financial assets and financial liabilities are initially and subsequently measured at the transaction price (including transaction costs) less any impairment. The Company’s investment portfolio falls within the scope of Section 12 ‘Other Financial Instruments’, and is measured and carried at fair value through profit or loss. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 66 Financial Statements ![Graphics]() g. Equity Called up share capital Equity instruments issued by the Company are recorded at the nominal amount. Share premium The share premium account is a non-distributable reserve which represents the price paid for shares above the nominal value of the shares, less issue costs. Non-distributable capital reserve Non-distributable capital reserve represents increases and decreases in the value of investments held at the period-end. Distributable capital reserve The following are disclosed in this reserve: ‐ gains and losses on the disposal of investments; ‐ gains and losses on sale of quoted investments, and ‐ expenses allocated to this reserve in accordance with the above policies. Revenue reserve The revenue reserve represents accumulated profits and losses, and any surplus profit is distributable by way of dividends. h. Taxation Current tax is recognised for the amount of income tax payable in respect of the taxable profit for the current or past reporting periods using the tax rates and laws that that have been enacted or substantively enacted by the reporting date. The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue return on the “marginal” basis as recommended in the SORP. Any tax relief obtained in respect of management fees allocated to capital is reflected in the capital column of the Statement of Comprehensive Income and a corresponding amount is charged against the revenue column. The tax relief is the amount by which corporation tax payable is reduced as a result of these capital expenses. Deferred tax is recognised in respect of all timing differences at the reporting date, except as otherwise indicated. Deferred tax assets are only recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is calculated using the tax rates and laws that that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference. The tax expense/(income) is presented either in the Income Statement or Statement of Changes in Equity depending on the transaction that resulted in the tax expense/(income). Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 67 Financial Statements ![Graphics]() 7. Income 2025 £ 2024 £ Dividends received\* 129,494 58,135 Other income 1,639 2,550 131,133 60,685 \*Dividends have been received from the Company’s Money Market Fund investments. 8. Manager’s fee Year ended 31 March 2025 Year ended 31 March 2024 Revenue £ Capital £ Total £ Revenue £ Capital £ Total £ Guinness Asset Management Limited fee 41,921 125,763 167,684 25,389 76,167 101,556 Cost cap provision (9,046) (27,138) (36,184) (16,413) (49,238) (65,651) 32,875 98,625 131,500 8,976 26,929 35,905 Guinness Asset Management Limited has been appointed as the Company’s Manager. This appointment shall continue for a period of five years following the allotment of any Ordinary Shares and thereafter until terminated by the expiry of not less than 12 months’ notice in writing given by either party. The appointment may also be terminated in circumstances of material breach by either party. Details of the appointment may be found in the Strategic Report on pages 26 to 35. 9. Other expenses Year ended 31 March 2025 £ Year ended 31 March 2024 £ Directors’ remuneration (inc NI) 75,893 76,300 Administration fees 19,274 12,096 Registrars’ fee 10,801 10,215 Auditor’s remuneration 50,000 40,000 Other professional fees 42,792 30,573 Other costs 29,083 28,637 Irrecoverable VAT 29,202 18,162 257,045 215,983 The Company has no employees other than the Directors. Information relating to Director’s remuneration can be found in the audited section of the Director’s Remuneration Report on pages 45 to 48. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 68 Financial Statements ![Graphics]() 10. Taxation a) Analysis of tax charge 2025 £ 2024 £ Current year charge: Revenue charge - - Credited to capital return - - Current tax charge (Note 10b)) - - Prior year charge: Revenue charge - - Credited to capital return - - Total current and prior year tax charge - - b) Factors affecting tax charge for the year 2025 £ 2024 £ Profit/(loss) on ordinary activities before taxation 40,955 (77,994) Effect of: Profit/(loss) before taxation multiplied by average rate of corporation tax in UK of 25% (2023 19%) 10,239 (19,499) Effect of non-taxable (gains) - - Effect of timing difference loss not recognised carried forward (10,239) 19,499 Tax charge for year (Note 10a)) - - No asset or liability has been recognised for deferred tax in relation to capital gains or losses on revaluing investments as the Company is exempt from corporation tax in relation to capital gains or losses as a result of qualifying as a Venture Capital Trust. No deferred tax asset has been recognised on surplus expenses carried forward as it is not envisaged that any such tax will be recovered in the foreseeable future. The value of the unrecognised deferred tax asset is £160,973 (2024: £70,313) based on losses carried forward of £643,892 (2024: £281,251). This is calculated using a corporation tax rate of 25% (2024: 25%) which is the rate at which it is deemed that any losses would be utilised. 11. Return per Ordinary Share (Basic and Diluted) Year ended 31 March 2025 Year ended 31 March 2024 Net (loss)/ profit £ Weighted average shares Return per share pence Net (loss)/ profit £ Weighted average shares Return per share pence Revenue (169,579) 8,027,428 (2.11) (164,964) 4,616,591 (3.57) Capital 210,534 8,027,428 2.62 86,970 4,616,591 1.88 Total 40,955 8,027,428 0.51 (77,994) 4,616,591 (1.69) The Company has no dilutive shares and consequently, basic and diluted return per Ordinary Share are equivalent in both the year ended 31 March 2025 and year ended 31 March 2024. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 69 Financial Statements ![Graphics]() 12. Investments Notes Unquoted investments £ Money Market Funds £ Total £ Opening valuation: Cost as at 31 March 2024 4,160,128 1,106,193 5,266,321 Unrealised gains at 31 March 2024 113,899 - 113,899 Investment holding losses at 31 March 2024 - (690) (690) Valuation at 31 March 2024 4,274,027 1,105,503 5,379,530 Movements in the year: Purchased at cost 1,451,313 3,131,565 4,582,878 Sales proceeds - (2,270,332) (2,270,332) Unrealised gains/(losses) 309,159 (10,792) 298,367 Total movements in period 1,760,472 850,441 2,610,913 Notes Unquoted investments £ Money Market Funds £ Total £ Closing valuation: Cost at 31 March 2025 5,611,442 1,967,426 7,578,868 Unrealised gains/(losses) at 31 March 2025 12 423,058 (11,481) 411,577 Investment holding losses at 31 March 2025 Valuation at 31 March 2025 6,034,500 1,955,945 7,990,445 The Company is required to report the category of fair value measurements used in determining the value of its investments, to be disclosed by the source of inputs, using a three-level hierarchy: Level 1: quoted prices in active markets for identical assets or liabilities. The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is defined as a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in level 1 and comprise AIM quoted investments and money market funds as held at fair value through profit or loss. The Company invested in quoted investments during the year, and held investments in this category at 31 March 2025. Level 2: the fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. The Company has no investments classified in this category. Level 3: the fair value of financial instruments that are not traded in an active market (for example, investments in unquoted companies) is determined by using valuation techniques such as revenue multiples. If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 70 Financial Statements ![Graphics]() The majority of the Company’s unquoted investments fall into this category at 31 March 2025. The investments are valued using a multiple of revenue, using either comparable public market company data or a calibrated price of recent investment. Valuation Methodology Total Value of Investments 31 March 2025 31 March 2024 Revenue Multiple using comparable public market company data £2,756,455 £463,898 Revenue Multiple using a calibrated price of recent investment £3,278,044 £3,810,129 Quoted Price (Money Market Funds) £1,955,945 £1,105,503 The Board acknowledges the uncertainty that accompanies the valuation of unquoted investments and has conducted sensitivities to determine the impact of changing these parameters on the fair value of the portfolio. Revenue multiples are based on the multiples of comparable publicly listed companies and market valuation changes could lead to a significant change in the fair value of the portfolio. Equity Type Input(s) modified Change to input Change in fair value of investments Increase in NAV per share Ordinary shares (or equivalent) Revenue multiple +20% £260,269 2.5p -20% -£260,269 -2.5p Preference shares (or equivalent) Recognition of Preference Full value of preference £1,974,661 +18.8p Treated as ordinary shares -£692,026 -6.6p The combined effect of these sensitivities would result in a decrease in the value of the Unquoted Investments by £0.95 million or an increase of £2.23 million. This would translate to a movement in NAV per share of between a decrease of 9.1p and an increase of 21.3p. Any such valuation change would also impact the Income Statement accordingly. For investee companies where the Company holds ordinary shares (or their equivalents), the revenue multiple has been sensitised. In cases where the Company holds preference shares, changes in the revenue multiple are unlikely to materially affect the fair value due to the downside protections these instruments typically offer. However, as the Manager does not automatically fully recognise the potential value of preference shares - given the uncertainty surrounding their realisation at exit (see page 17 for further detail on the Manager’s valuation methodology) - an alternative sensitivity analysis has been undertaken. This analysis shows the impact of either fully recognising the potential value of the preference shares or treating them as if there was no preferential rights at exit. Below we summarise the revenue multiples used in the valuations, showing the range, weighted averages and premium or discount of the range compared to the respective company’s public market peer set’s median/average revenue multiple. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 71 Financial Statements ![Graphics]() 31 March 2025 31 March 2024 Revenue Multiple Range 1.7x-13.3x 6.1x Weighted Average 4.9x 6.1x (Discount) / Premium to the respective company’s public market peer set’s median or average revenue multiple. Range (22%)-122% 12% Weighted Average 49% 12% Due to the early stage of the Company only one investment, Plotbox, was valued using a revenue multiple as at 31 March 2024 explaining why there is only a single data point and not a range in this column. The entities included in the analysis of revenue multiples are those which have been calibrated using comparable public market companies as the main data point. These companies are Aptem, Baby Mori, BBC Maestro, Holibob, Sessions, Sportable and Wrisk. The largest revenue multiple used in the valuations was 13.3x with a 122% premium to the median multiple of the selected peer set. However, we note that this multiple has fallen from the one implied at acquisition and remains within its peer set’s revenue multiple range. 13. Significant interests Investee company Total Equity (fully diluted) held by Guinness EIS\* Portfolios (%) Equity (fully diluted) held by Guinness VCT Plc (%) Aptem 18.0 1.1 Baby Mori 21.3 1.3 BBC Maestro 7.4 1.2 Dragonfly AI 17.9 2.3 Fable Data 2.1 0.3 Fussy 10.5 0.9 Goodrays 7.5 1.5 Holibob 8.8 0.9 Obrizum 12.7 0.8 Plotbox 13.5 1.5 Qureight 4.0 0.9 Sessions Market 13.5 0.9 Shot Scope 15.5 1.3 Rise & Fall 8.3 1.7 Sportable 6.3 0.9 Wrisk 7.8 0.9 The voting rights for each investee company are aligned with the equity interest disclosed in the table above. \*Guinness EIS portfolios refer to other services managed by the Manager which may co-invest alongside the VCT. Further details of the holdings may be found in the Investment Portfolio section on pages 18 to 25. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 72 Financial Statements ![Graphics]() 14. Debtors 2025 £ 2024 £ Amounts falling due within one year: Prepayments 25,852 23,249 Other debtors\* 443,187 86,971 469,039 110,220 \*Other debtors for the year to 31 March 2025 includes £403,824 relating to subscription monies from a share allotment on 31 March 2025 that were subject to matched CREST settlement. All shares were allotted on 31 March 2025 and are reflected in share capital and share premium. 15. Creditors 2025 £ 2024 £ Amounts falling due within one year: Trade creditors 30,566 27,611 Other creditors 16,686 5,828 Accruals 152,394 119,828 199,646 153,267 16. Called up share capital During the year, the Company issued 3,638,890 Ordinary Shares for a consideration of £3,653,776. 2025 Number 2025 £ 2024 Number 2024 £ Allotted, issued, and fully paid during the period: Ordinary shares (1p shares) 10,507,663 105,077 6,868,773 68,688 17. Reserves Called up share capital represents the nominal value of the shares that have been issued. Share premium account includes any premiums received on issue of share capital less any transaction costs associated with the issuing of shares and any amounts transferred to the special reserve. Capital reserves include all costs which are considered capital in nature. As at 31 March 2025 there were losses of £296,480 (2024: £85,946), and unrealised gains of £309,159 (2024: £113,899). Revenue reserves includes all retained profits and losses. The balance on the account is distributable. 18. Net asset value per Ordinary Share 2025 2024 Net assets £ Ordinary Shares NAV per share pence Net assets £ Ordinary Shares NAV per share pence Ordinary Share 10,267,102 10,507,663 97.71 6,677,480 6,868,733 97.21 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 73 Financial Statements ![Graphics]() 19. Financial instruments The Company’s financial instruments comprise equity, cash balances and liquid resources including debtors and creditors. The Company holds financial assets in accordance with its investment policy to invest in qualifying investments and Money Market Funds. The Company held the following categorises of financial instruments at 31 March 2025: 2025 2024 Cost £ Fair value £ Cost £ Fair value £ Assets at fair value through profit or loss: Equity investments 5,611,442 6,034,500 4,160,128 4,274,027 Money Market Funds 1,967,426 1,955,945 1,106,193 1,105,503 7,578,868 7,990,445 5,266,321 5,379,530 2025 Cost £ 2024 Cost £ Assets measured at amortised cost: Cash at bank 1,297,527 254,112 Funds held by Administrator 709,737 1,086,885 Other debtors 443,187 86,971 Liabilities measured at amortised cost: Creditors (47,252) (33,439) Accruals (152,394) (119,828) 2,250,805 1,274,701 The Company’s unquoted investments are valued in accordance with IPEV Guidelines. All investments are valued at Fair Value, defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. A multiples-based approach to valuing the underlying investments has been adopted. The Manager considers two principal data points: comparable public market companies and a calibrated price of recent investment. The performance of portfolio companies is also taken into account when assessing valuations. Adjustments consistent with the IPEV Guidelines may be made to the resulting company valuation if deemed appropriate by the Board. The Company’s investment policy means that many portfolio companies are targeting long-term growth and will not reach sustained profitability for some years. Consequently, a revenue multiple will often be the most appropriate market-based methodology to use for the calibration and valuation models. However, the Company would expect to switch to an earnings multiple when an investment has achieved the scale required for consistent profitability. In the valuation models and calibration exercise, comparable trading multiples are selected, based on the most relevant combination of sector, size, growth rate, developmental stage, and strategy. The multiple for each company is calculated by dividing the enterprise value of the comparable by its revenue or earnings as appropriate, and adjusting for other considerations such as illiquidity, territories served, and other company specific circumstances. Further details of the bases on which financial instruments, including investments, are held may be found in Note 6 and Note 12 and in the Investment Portfolio Section on pages 18 to 25. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 74 Financial Statements ![Graphics]() Market and investment valuation risk Market risk is the exposure of the Company to the revaluation and devaluation of investments as a result of macroeconomic changes. The main driver of market risk is the dynamics of market quoted comparators as well as the financial and operational performance of portfolio companies. The Board seeks to reduce this risk by diversifying investments across a variety of sectors, details of the sectors the Company invests in can be found in the pie chart on page 19. The Board tracks the investment valuation risk inherent in the Company’s portfolio on the risk register that is reviewed quarterly. It maintains an appropriate spread of risk and ensures full and timely access to relevant information from the Manager. The Company does not use derivative instruments to hedge against market risk. The equity of the Company’s unquoted investee companies is not traded and, as such, its price is more uncertain than this of more frequently traded stocks. A sensitivity analysis was conducted on the key inputs of valuations; this would reduce profit before tax by £0.95 million and the NAV per share by 9.1 pence. However, it is likely that the downside effect would be reduced given that the majority of investments have downside protection achieved through preference shares. More information related to a sensitivity analysis is included in Note 12 on pages 70 to 72. Credit risk Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Company is exposed to credit risk through its debtors and cash held with bank. Credit risk arising on transactions with debtors relates to transactions awaiting settlement. Risk related to unsettled transactions is considered to be small due to the short settlement period involved. At 31 March 2025, cash held by the Company was held by Coutts Bank. Bankruptcy or insolvency of the bank may cause the Company’s rights with respect to the cash held by it to be delayed or limited. Should the credit quality or the financial position of the bank deteriorate significantly the Company has the ability to move the cash holdings to another bank. Liquidity risk The Company’s financial instruments may include investments in unlisted equity investments which are not traded in an organised public market, and require a mid to long term commitment, which generally may be illiquid. The Company retains a portion of the portfolio in cash in order to finance new investment opportunities. Surplus cash is invested into highly liquid money market funds which can be sold if the need to use more cash arose, typically within 3 working days. Interest rate risk The Company has some exposure to changes in interest rates with small bank deposits attracting bank interest. Most surplus cash is invested into money market funds and the returns on those investments are directly correlated with interest rates. The potential impact to portfolio companies of interest rates is kept under review by the Manager. Overall, the impact from interest rate risk on the Company is not deemed to be material. 20. Capital management policies and procedures The Company’s capital management objectives are: – to ensure that it will be able to continue as a going concern; – to satisfy the relevant HMRC requirements; and – to maximise the income and capital return to its shareholders. As a VCT, the Company must hold at least 80% of its assets by value in Qualifying Investments by the second anniversary of the end of the accounting period in which the Company issued the shares. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 75 Financial Statements ![Graphics]() In addition, at least 30% of all new funds raised by the Company must be invested in Qualifying Investments within 12 months of the end of the accounting period in which the Company issued the shares. Qualifying Investments will be made in companies which are carrying out a qualifying trade, and have a permanent establishment in the UK, although some may trade overseas. The Company is targeting regular dividends commencing in the 2026/27 financial year equivalent to 5% of the Company’s Net Asset Value per annum. The Company’s ability to pay dividends is subject to the existence of distributable reserves, legislative requirements and the available cash reserves of the Company. No forecast or projection is implied or inferred. 21. Post Balance Sheet events Since 31 March 2025, the Company has completed the following investment transactions into qualifying unquoted companies: – Investment of £200,003 in Perci Health Ltd; – Investment of £300,000 into Mintago Limited. – Investment of £140,004 into Fussy Ltd – Investment of £299,997 Into Total Access Health Limited – Investment of £299,999 Into JAAQ Corporate Limited Post 31 March 2025, the Company made a partial realisation of its holding in Plotbox Inc. The Company sold 70,001 shares (20% of its initial holding) for £128,209, representing a 1.83x return on shares sold. 22. Contingencies, guarantees and financial commitments Under the terms of the Investment Management Agreement, the running expenses of the Company which are provided for in an annual budget approved by both the Board and the Manager are restricted to a maximum of 3.50% of the net asset value of the Company. Such excess, if occurred, is either to be paid by the Manager or to be refunded by way of a reduction to its annual investment management fee. The running expenses incurred in the period were 3.50% of the net asset value as at 31 March 2025 (2024: 3.50%). To achieve this, the Manager reduced their annual investment management fee as per the terms of the Investment Management Agreement. There were no other contingencies or guarantees as at 31 March 2025 (2024: none). 23. Related parties The Company retains Guinness Asset Management Limited as its Manager. Details of the agreement with the Manager are set out on pages 29 to 30. Guinness Asset Management Limited acted as the promoter for the offer of subscription which closed on 30 June 2024. In the year to 31 March 2025, the Company was charged a total amount of £131,501 for those services (2024: £35,905). Guinness Ventures Limited, a subsidiary and Appointed Representative of Guinness Asset Management Limited, acted as the promoter for the most recent offer of subscription which closed on 27 June 2025. In the year to 31 March 2025 the Company was charged total amount of £67,397 for those services (2024: £0). The remuneration and shareholdings of the Directors, who are key management personnel of the Company, is disclosed in the Directors’ Remuneration Report on pages 45 to 48. 24. Geographical analysis The operation of the Company is wholly in the United Kingdom. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 76 Financial Statements ![Graphics]() ## DIRECTORS AND ADVISERS Directors (all non-executive) Ewen Gilmour (Chair) Joanna Santinon Andrew Martin Smith All of: Registered Office at 18 Smith Square London, SW1P 3HZ Solicitors Howard Kennedy LLP No.1 London Bridge London, SE1 9BG Sponsor Howard Kennedy Corporate Services LLP No.1 London Bridge London, SE1 9BG Secretary and Administrator The City Partnership (UK) Limited The Mending Rooms, Park Valley Mills Meltham Road Huddersfield, HD4 7BH Registrars and Receiving Agent The City Partnership (UK) Limited The Mending Rooms, Park Valley Mills Meltham Road Huddersfield, HD4 7BH VCT Tax Adviser Philip Hare & Associates LLP 6 Snow Hill London, EC1A 2AY Manager Guinness Asset Management Limited 18 Smith Square London SW1P 3HZ Auditor BDO LLP 55 Baker Street London, W1U 7EU Promoter Guinness Ventures Limited 18 Smith Square London SW1P 3HZ 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 77 ![Graphics]() ## APPENDIX ### ALTERNATIVE PERFORMANCE MEASURES (“APMs”) An APM is a financial measure of historical or future financial performance, financial position or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework. The APMs noted below are commonly used measures for VCTs and will help shareholders to understand the Company’s progress and serve to improve comparability between VCTs. Net Asset Value Total Return per Ordinary Share Net asset value total return per Ordinary Share is calculated as NAV plus dividends, paid or proposed to date, divided by the number of Ordinary Shares at the year end. This APM allows shareholders to evaluate the performance of the Company as it reflects the underlying value of the portfolio at the reporting date. 31 Mar 2025 31 Mar 2024 Net Asset Value a £10,267,102 £6,677,480 Dividends (paid or proposed) b - - Number of Ordinary Shares c 10,507,663 6,868,773 Total Return per Ordinary Share (a+b)/c 97.71p 97.21p Annual running expenses as a proportion of NAV Annual running expenses are defined as the Company’s annual expenses less irrecoverable VAT. This figure is divided by NAV to calculate annual running expenses as a proportion of NAV. The Manager has agreed to cap the total annual running expenses to a maximum of 3.5% of year end Net Assets and any excess above this will be borne by them. Expenses Included in the Calculation 31 Mar 2025 31 Mar 2024 Investment Management fee £131,500 £35,905 Directors’ fees (inc NI) £75,893 £76,300 Audit fees £50,000 £40,000 Registrars’ fees £10,801 £10,215 Company secretary and administration fees £19,274 £12,096 Marketing fees £4,313 £3,340 VCT status fees £9,500 £8,600 LSE fees - annual fees £10,714 £7,674 Broking fees £5,000 £3,203 RNS fees £3,770 £4,190 CT Compliance £1,850 £2,200 FCA fees £8,877 £7,561 Insurance £24,179 £18,906 Other professional fees £3,081 £1,523 Bank charges and other interest £591 £2,013 Annual Running Expenses (a) £359,343 £233,726 Net Asset Value (b) £10,267,102 £6,677,480 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 78 ![Graphics]() Annual Running Expenses as % of NAV a/b 3.50% 3.50% Ongoing charges ratio The ongoing charges ratio is the annualised operating costs divided by the average NAV over the period. The expenses included follow the AIC recommended methodology. The average NAV is calculated as the mean of the Company’s NAV at the end of each quarter. This APM demonstrates to shareholders all operating costs incurred in relation to the average NAV over the period. Expenses Included in the Calculation 31 Mar 2025 31 Mar 2024 Investment Management fee £131,500 £35,905 Directors’ fees (inc NI) £75,893 £76,300 Audit fees £52,075 £40,000 Registrars’ fee £10,801 £10,215 Company secretary and administration fees £19,274 £12,096 Marketing fees £4,313 £3,340 VCT status fees £9,500 £8,600 LSE fees £10,714 £7,674 Broking fees £5,000 £3,203 RNS fees £3,770 £4,190 CT Compliance fees £1,850 £2,200 FCA fees £8,877 £7,561 Other professional fees £25,776 £22,442 Irrecoverable VAT £29,202 £18,162 Ongoing Expenses a £388,545 £251,888 NAV at each Quarter End 31 Mar 2025 31 Mar 2024 30-Jun-24 £7,582,363 £4,341,861 30-Sep-24 £7,512,482 £4,263,573 31-Dec-24 £8,377,351 £5,095,546 31-Mar-25 £10,267,102 £6,677,480 Average NAV b £8,434,824 £5,094,615 Ongoing Expenses as % of Average NAV a/b 4.61% 4.94% 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 79 ![Graphics]() ## NOTICE OF ANNUAL GENERAL MEETING GUINNESS VCT PLC REGISTERED IN ENGLAND AND WALES WITH REGISTERED NUMBER 14220882 NOTICE IS HEREBY GIVEN that the third Annual General Meeting of Guinness VCT plc (“the Company”) will be held at 11.00am on 16 September 2025 at 18 Smith Square, London, SW1P 3HZ for the purposes of considering and, if thought fit, passing the following resolutions, resolutions 1 to 7 as ordinary resolutions and resolutions 8 to 10 as special resolutions. It is the Board’s opinion that all resolutions are in the best interests of shareholders as a whole and the Board recommends that shareholders should vote in favour of all resolutions. Any shareholder who is in doubt as to what action to take should consult an appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all your shares in the Company, please forward this document to the purchaser, transferee, stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. The Board also encourages the submission, by those who are unable to attend in person, of questions on either the Company or the Company’s portfolio to the Board via email to vct@guinnessventures.com by 9 September 2025, being one week prior to the date of the AGM. Answers will be published on the Company’s website at the time of the AGM. Ordinary resolutions 1. To receive the Directors’ Report and Financial Statements of the Company for the year ended 31 March 2025 together with the Independent Auditor’s Report thereon. 2. To approve the Directors’ Remuneration Report for the year ended 31 March 2025 other than the part of such report containing the Directors’ Remuneration Policy. 3. To re-appoint BDO LLP as auditor of the Company from the conclusion of the AGM until the conclusion of the next AGM of the Company to be held in 2026 at which financial statements are laid before the Company. 4. To authorise the directors to fix the remuneration of the auditor. 5. To re-elect Ewen Gilmour as a director of the Company who retires in accordance with the Articles of Association. 6. To re-elect Andrew Martin Smith as a director of the Company who retires in accordance with the Listing Rules. 7. That, the directors be and hereby are generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006, as amended, (the “Act”) to exercise all of the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal value of £250,000, representing approximately 213% of the issued share capital of the Company as at 10 July 2025, being the latest practical date prior to publication of this document, provided that the authority conferred by this resolution 7 shall expire at the conclusion of the Company’s next Annual General Meeting or on the expiry of fifteen months following the passing of this resolution 7, whichever is the later (unless previously renewed, varied or revoked by the Company in general meeting). Special resolutions 8. That, the directors be and hereby are empowered pursuant to Section 570(1) of the Act to allot or make offers or agreements to allot equity securities (which expression shall have the meaning ascribed to it in Section 560(1) of the Act) for cash pursuant to the authority given in accordance with Section 551 of the Act by resolution 7 above as if Section 561 of the Act did not apply to such allotments, provided that the power provided by this resolution 8 shall expire at the conclusion of the Company’s next Annual General Meeting or on the expiry of fifteen months following the passing of this resolution 8, whichever is the later (unless previously renewed, varied or revoked by the Company in general meeting). 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 80 ![Graphics]() 9. That, subject to the approval of the High Court of Justice, the amount standing to the credit of the share premium account of the Company, at the date the court order is made confirming such cancellation, be and is hereby cancelled and the amount by which the account is so reduced be credited to a reserve of the Company. 10. That, the Company be and is hereby authorised to make one or more market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares provided that: i. the maximum aggregate number of Ordinary Shares authorised to be purchased is an amount equal to 14.99% of the issued Ordinary Shares; ii. the minimum price which may be paid for an Ordinary Share is their nominal value; iii. the maximum price which may be paid for an Ordinary Share, exclusive of expenses, is an amount equal to the higher of (i) 105% of the average of the middle market prices shown in the quotations for an Ordinary Share in the Daily Official List of the London Stock Exchange for the five Business Days immediately preceding the day on which that ordinary share is purchased; and (ii) the amount stipulated by Article 5(6) of Market Abuse Regulation; iv. unless renewed, the authority hereby conferred shall expire either at the conclusion of the Annual General Meeting of the Company following the passing of this resolution 10 or on the expiry of fifteen months from the passing of this resolution 10, whichever is the later, save that the Company may, prior to such expiry, enter into a contract to purchase Ordinary Shares which will or may be completed or executed wholly or partly after such expiry. By order of the Board The City Partnership (UK) Limited Company Secretary 10 July 2025 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 81 ![Graphics]() ## NOTES Entitlement to vote The right to vote at the Annual General Meeting is determined by reference to the register of members 48 hours before the time of the Annual General Meeting (excluding non-working days). Accordingly, to be entitled to vote, Shareholders must be entered in the register of members by close of business on 12 September 2025. Appointment of proxies 1. As a member of the Company, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Annual General Meeting. For this purpose, you may use the Form of Proxy which will have been sent to you unless you opted for electronic communications. As an alternative to completing the hard copy Form of Proxy, Shareholders can appoint a proxy electronically on-line, as explained below. If you opted for electronic communications, then you will have been sent an email which includes information on how to appoint a proxy electronically on-line. You can only appoint a proxy using the procedures set out in these notes. 2. A proxy does not need to be a member of the Company. Details of how to appoint the Chair of the meeting or another person as your proxy using the Form of Proxy are set out in these notes. 3. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please complete a Form of Proxy for each proxy specifying which of your shares the proxy will be acting in respect of. 4. If you do not give your proxy an indication of how to vote on the resolutions, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting. Appointment of proxy using hard copy Form of Proxy 5. These notes explain how to direct your proxy to vote on the resolutions or withhold their vote. To appoint a proxy using the Form of Proxy, the form must be: – completed and signed; – sent or delivered to The City Partnership (UK) Limited, The Mending Rooms, Park Valley Mills, Meltham Road, Huddersfield HD4 7BH; and – received by The City Partnership (UK) Limited no later than 11:00am on 12 September 2025 in respect of the Annual General Meeting or, if the meeting is adjourned, by no later than 48 hours prior to the adjourned Annual General Meeting, (excluding non-working days). In the case of a member which is a company, the Form of Proxy 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 Form of Proxy is signed (or a duly certified copy of such power or authority) must be included with the Form of Proxy. Electronic appointment of proxies 6. As an alternative to completing the hard copy Form of Proxy, you can appoint a proxy electronically via the registrar’s on-line Proxy Voting App which may be found by Vote Here’ button/link on the Company’s website: www. guinnessventures.com/link/vct. You will need your City Investor Number (CIN) and your Access Code which may be found either on the Form of Proxy or in the email sent to you. For an electronic proxy appointment to be valid, your appointment must be received by The City Partnership (UK) Limited no later than 48 hours prior to the time of the meeting (excluding non-working days), i.e. by 11:00am on 12 September 2025. Appointment of proxy by joint members 7. In the case of joint shareholders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first- named being the most senior). 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 82 ![Graphics]() Changing proxy instructions 8. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut- off time will be disregarded. Where you have appointed a proxy using the hard copy Form of Proxy and would like to change the instructions using another hard copy Form of Proxy, please contact The City Partnership (UK) Limited, The Mending Rooms, Park Valley Mills, Meltham Road, Huddersfield HD4 7BH. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. Termination of proxy appointments 9. In order to revoke a proxy instruction you will need to inform the Company using one of the following methods: – By sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to The City Partnership (UK) Limited, The Mending Rooms, Park Valley House, Park Valley Mills, Meltham Road, Huddersfield HD4 7BH. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the Company or an attorney for the Company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. – By sending an e-mail to registrars@city. uk.com with a signed revocation attached to the email such that the revocation would have been valid had it been sent by ordinary mail. This email address should not be used for any other purpose unless expressly stated. – By amending your proxy vote via the Proxy Voting App by accessing the ‘Vote Here’ button/link on the Company’s website: www.guinnessventures.com/link/vct. Whichever method is used, the revocation notice must be received by the Company no later than 11:00am on 12 September 2025 in respect of the Annual General Meeting or, if the meeting is adjourned, by no later than 48 hours prior to the adjourned Annual General Meeting (excluding non-working days). If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid. Communication 10. Except as provided above, members who have general queries about the meeting should contact the Company Secretary by post at The City Partnership (UK) Limited, The Mending Rooms, Park Valley Mills, Meltham Road, Huddersfield HD4 7BH, or by email at registrars@city.uk.com (no other methods of communication will be accepted). You may not use any electronic address provided either: – in the notice of the Annual General Meeting; or – any related documents (including the Form of Proxy), to communicate with the Company for any purposes other than those expressly stated. 10 July 2025 Guinness VCT Plc Annual Report and Financial Statements 83 Financial Statements