Albion Enterprise VCT PLC
Annual Report and Financial Statements
for the year ended 31 March 2025
2O25
Albion Enterprise VCT PLC
Annual Report and Financial Statements
for the year ended 31 March 2025
Shareholder information
Financial adviser information
For help relating to dividend payments, shareholdings
and share certificates please contact Computershare
Investor Services PLC:
Tel: 0370 873 5860 (UK National Rate call, lines are
open 8.30am – 5.30pm; Mon – Fri, calls are recorded)
Website: www.investorcentre.co.uk
Shareholders can access holdings and valuation
information regarding any of their shares held with
Computershare by registering on Computershare’s
website.
Shareholders can also contact the Chairman directly
on: AAEVchair@albion.capital
For enquiries relating to the performance of the
Company, and information for financial advisers,
please contact the Business Development team at
Albion Capital Group LLP:
Email: info@albion.capital
Tel: 020 7601 1850 (lines are open 9.00am – 5.30pm;
Mon – Fri; calls are recorded)
Website: www.albion.capital
Please note that these contacts are unable to provide financial or taxation advice.
COMPANY INFORMATION
Company name
Country of incorporation
Legal form
Albion Enterprise VCT PLC (the “Company”)
United Kingdom
Public Limited Company
Directors
Company number
Auditor
B Larkin (Chairman)
(appointed 19 December 2024)
C Burrows
P Latham
J O’Shaughnessy
(appointed 19 December 2024)
R Whitlock
05990732
Johnston Carmichael LLP
7-11 Melville Street
Edinburgh, EH3 7PE
Manager, company secretary, AIFM
and registered office
Registrar
Corporate broker
Albion Capital Group LLP
1 Benjamin Street
London, EC1M 5QL
Computershare Investor
Services PLC
The Pavilions
Bridgwater Road
Bristol, BS99 6ZZ
Panmure Liberum Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London, EC2Y 9LY
Taxation adviser
Legal adviser
Depositary
Philip Hare & Associates LLP
Bridge House
181 Queen Victoria Street,
London, EC4V 4EG
Howard Kennedy LLP
1 London Bridge
London, SE1 9BG
Ocorian Depositary (UK) Limited
Level 5, 20 Fenchurch Street
London, EC3M 3BY
The Company is a member of The Association of Investment Companies (www.theaic.co.uk).
6
37
76
Strategic
Investment objective and policy and financial calendar
7
Financial highlights
8
Chairman’s Statement
10
Strategic Report
14
Portfolio of investments
29
Portfolio companies
32
Governance
The Board of Directors
38
The Manager
40
Environmental, Social and Governance (“ESG”) report
43
Directors’ report
47
Statement of Directors’ responsibilities
55
Statement of corporate governance
56
Directors’ remuneration report
65
Independent auditor’s report
69
Company information and Financials
Income statement
77
Balance sheet
78
Statement of changes in equity
79
Statement of cash flows
80
Notes to the Financial Statements
81
Glossary of terms
99
Notice of Annual General Meeting
101
Contents
Strategic
INVESTMENT OBJECTIVE AND POLICY
equity exposure (where it is considered economic to do
so). Investment in such open-ended equity funds will
not exceed 10% of the Company’s assets at the time of
investment.
The Company shall be able to (i) continue to hold VCT
assets that were previously acquired in accordance
with the Company’s investment policy that applied
at the time of investment and (ii) acquire such VCT
assets through a merger with another VCT where such
assets were previously acquired by that target VCT (in
accordance with its investment policy that applied at
the time of investment).
Risk diversification and maximum exposures
Risk is spread by investing in a number of different
businesses within VCT qualifying industry sectors using
a mix of securities. The maximum the Company will
invest in a single company is 15% of the Company’s
assets at cost at the time of investment. The value of
an individual investment is expected to increase over
time as a result of trading progress and a continuous
assessment is made of investments’ suitability for
sale. It is possible that individual holdings may grow
in value to a point where they represent a significantly
higher proportion of total assets prior to a realisation
opportunity being available.
Borrowing powers
The Company’s maximum exposure in relation to
gearing is restricted to 10% of the adjusted share
capital and reserves. The Directors do not have any
intention of utilising long-term gearing.
Changes to the Investment Policy
The Company will not make a material change to its
published investment policy without obtaining the prior
approval of its shareholders.
Albion Enterprise VCT PLC (the “Company”) is a Venture
Capital Trust and the investment objective of the
Company is to provide investors with a regular source
of income, combined with the prospect of longer term
capital growth.
Investment policy
The Company will invest in a broad portfolio of
higher growth businesses across a variety of sectors
of the UK economy including higher risk technology
companies. Allocation of assets will be determined by
the investment opportunities which become available,
but efforts will be made to ensure that the portfolio
is diversified both in terms of sectors and stages of
maturity of portfolio companies.
VCT qualifying and non-VCT qualifying
investments
Application of the investment policy is designed to
ensure that the Company continues to qualify, and
remains approved as, a VCT by HM Revenue and
Customs (“VCT regulations”). The maximum amount
invested in any one company is limited to any HMRC
annual investment limits. It is intended that normally
at least 80% of the Company’s funds will be invested
in VCT qualifying investments. The VCT regulations
also have an impact on the type of investments and
qualifying sectors in which the Company can make
investment.
Funds held to invest in VCT qualifying assets or for
liquidity purposes will be held as cash on deposit or
invested in floating rate notes or similar instruments
with banks or other financial institutions with high
credit ratings. They may also be invested in liquid
open-ended equity funds providing income and capital
FINANCIAL CALENDAR
1 August 2025
Record date for first dividend
29 August 2025
Payment date for first dividend
Noon on 10 September 2025 Annual General Meeting
December 2025
Announcement of Half-yearly results for the six months ending 30 September 2025
7
STRATEGIC
Albion Enterprise VCT PLC
8
FINANCIAL HIGHLIGHTS
10.37p
8.24%
19.92p 116.22p 211.29p
Increase in total
shareholder value
(pence per share)
for the year ended
31 March 2025
(2024: 3.45p)††
Shareholder return
for the year ended
31 March 2025
(2024: 2.68%)††
Tax-free dividends
per share paid in
the year ended
31 March 2025
(2024: 6.28p)
Net asset value
per share as at
31 March 2025
(2024: 125.77p)
Total shareholder
value per share
from launch to
31 March 2025†
(2024: 200.92p)††
Methodology: The total shareholder return, including original amount invested from 1 April 2015 (rebased to 100), assuming that dividends were
re-invested at the net asset value of the Company at the time that the shares were quoted ex-dividend. Transaction costs and tax reliefs are not taken
into account.
†Total shareholder value per share is defined in the Glossary of terms on pages 99 and 100.
††These are considered Alternative Performance Measures (“APM”). An APM is defined within the Glossary of terms on pages 99 and 100.
The Directors consider the FTSE All-Share Index to be the most appropriate benchmark for the Company as it contains a large range of sectors
within the UK economy. Investors should, however, be reminded that shares in VCTs generally trade at a discount to the actual net asset value of the
Company.
Total shareholder return relative to FTSE All-Share Index total return
(in both cases with dividends reinvested)
Apr 2015
Mar 2016
Mar 2017
Mar 2018
Mar 2019
Mar 2020
Mar 2021
Mar 2022
Mar 2023
Mar 2024
Mar 2025
Return (pence per share)
240
220
200
180
160
140
120
100
80
Total shareholder return
FTSE All-Share Index total return
STRATEGIC
9
Albion Enterprise VCT PLC
The graph above shows the one year, three year, five year and ten year total return to shareholders. This return comprises dividends paid and the
change in net asset value over the relevant periods. The methodology is defined in the Glossary of terms on pages 99 and 100.
Financial highlights
Albion Enterprise VCT PLC – Performance data
1 year return
3 year return
(average 4.2% p.a.)
5 year return
(average 10.1% p.a.)
10 year return
(average 9.5% p.a.)
12.6%
50.6%
94.8%
8.2%
Movements in net asset value
31 March 2025
pence per share
31 March 2024
pence per share
Opening net asset value
125.77
128.60
Capital return
9.11
2.55
Revenue return
0.76
0.75
Total return
9.87
3.30
Dividends paid
(19.92)
(6.28)
Impact from share capital movements*
0.50
0.15
Net asset value
116.22
125.77
* Shareholders should note that the calculation of the net asset value per share uses the total shares in issue (less treasury shares) at the
reporting date, whereas the calculation of the total return uses the weighted average shares in issue during the period. Due to the number of
shares issued as a result of the merger with Albion Development VCT PLC, the difference between the total shares in issue (less treasury shares)
and the weighted average shares in issue has resulted in a larger than usual impact from share capital movements in the period. In accordance
with the circular, the number of shares issued by the Company to Albion Development VCT PLC shareholders was calculated based on their
respective NAV’s so as to avoid any dilution to either group of shareholders.
Total shareholder value per share
Ordinary shares
(pence per share)
Total dividends paid since launch to 31 March 2025
95.07
Net asset value as at 31 March 2025
116.22
Total shareholder value per share to 31 March 2025
211.29
In addition to the dividends noted above, the Board has declared a first dividend for the year ending 31 March 2026, of
2.91 pence per Ordinary share to be paid on 29 August 2025 to shareholders on the register on 1 August 2025.
Further information relating to the Company can be found at www.albion.capital/vct-funds/AAEV.
9
Albion Enterprise VCT PLC
There has been an increase in total shareholder
value of 10.37 pence per share for the year ended
31 March 2025 which represents an 8.24% uplift
on the opening net asset value. To assist the former
AADV shareholders to track their investment, the
AADV total shareholder return for the period from
1 January 2024 to the merger date of 19 December
2024 was 7.68 pence per share (8.7% of the opening
AADV Net Asset Value (“NAV”)). The Board continues
to be encouraged by the progress that is being made
by many of the portfolio companies, some of which
are highlighted below.
Results and dividends
As at 31 March 2025 the NAV was 116.22 pence per
share compared to 125.77 pence per share as at 31
March 2024. This decrease was predominantly due to
the special dividend paid following the sale of Egress
Software Technologies, which generated a return for
shareholders. The total gain before taxation was £14.2
million compared to £3.3 million for the previous year.
The Company paid a total of 19.92 pence per share of
dividends during the year ended 31 March 2025. This
comprised of dividends totaling 6.42 pence per share in
line with our variable dividend policy targeting around
5% of NAV per annum (31 March 2024: 6.28 pence
per share), and an additional special dividend of 13.50
pence per share following the sale of Egress Software
Technologies.
The Company will pay a first dividend for the financial
year ending 31 March 2026 of 2.91 pence per share on
29 August 2025 to shareholders on the register on
1 August 2025, being 2.5% of the 31 March 2025 NAV.
After adjusting for the dividend paid in February 2025,
there has been an increase in shareholder return since
the date of the merger of 2.50 pence per share (2.1%
increase on the Company’s NAV of 117.00 pence per
share on merger).
Sale of Egress Software Technologies
One of the key valuation movements in the year was
a £4.9 million uplift of Egress Software Technologies
Albion Enterprise VCT PLC
10
I am pleased to present the Chairman’s statement following the successful merger
with Albion Development VCT PLC (“AADV”) in December 2024 and am delighted
to welcome all the AADV shareholders as new shareholders of Albion Enterprise
VCT PLC. The merger will bring a number of benefits, including cost savings to
shareholders and, in circumstances where shareholders also hold other Albion VCTs,
a simplified fee structure and reduced administration through their investments
being consolidated in fewer VCTs. The results presented in this annual report reflect
the activities of Albion Enterprise VCT PLC for the year ended 31 March 2025 and
only include AADV’s results for the period since the date of merger on 19 December
2024, unless otherwise stated.
CHAIRMAN’S
STATEMENT
Ben Larkin
10
STRATEGIC
following its sale to KnowBe4, which completed in
July 2024 returning proceeds (including deferred
consideration) of £25.7 million.
Egress has proved to be an excellent investment. The
Company first invested in Egress in 2014, with follow on
investments in 2017 and 2018, and the sale delivered a
return of over 7x cost.
Investment performance and progress
Our portfolio has performed well during the year despite
the challenging economic environment for early stage
technology and healthcare companies. This performance
has delivered net gains on investment of £16.7 million for
the year (31 March 2024: £4.9 million).
The results were largely driven by unrealised gains
across the portfolio together with realised gains
from successful exits during the year. Quantexa, the
largest company in our portfolio (19.4% of NAV), was
a significant contributor to the net gain, increasing
in unrealised value by £7.7 million. During the year,
Quantexa completed a series F funding round of
$175m led by Teachers’ Venture Growth, part of the
Ontario Teachers’ Pension Plan. The new funding round
provided an opportunity for the Company to make
a partial disposal of its holding on an open market
basis. This disposal allowed the Company to benefit
from securing a realised gain, whilst, at the same
time, retaining a significant stake in a successful, high
growth enterprise. The partial disposal also allowed the
Company to manage the concentration risk that is a
corollary of the success of the Quantexa investment.
The other notable contributors to the net gain were
valuation uplifts in Gravitee by £3.1 million, Convertr
Media by £2.9 million and Oviva by £1.5 million.
These gains were partially offset by unrealised losses,
including a £2.0 million loss in NuvoAir Holdings,
£1.2 million loss in Panaseer and £0.9 million loss
in Proveca. The Manager continues to engage with
the management teams of these entities, monitor
performance, and provide appropriate support.
The Company made a number of investment realisations
in the year with proceeds totalling £32.3 million (31
March 2024: £6.0 million). This included the sale of
Egress (as outlined above), and a partial disposal of its
holding in Quantexa. One investment, Black Swan Data,
was written off during the year, although its valuation
had already been reduced substantially in previous years.
Further details on these disposals, and other realisations,
can be found in the realisations table on page 31.
The three largest investments in the Company’s portfolio,
Quantexa, Proveca and Oviva are valued in aggregate at
£82.8 million and represent 29.7% of the Company’s NAV.
The Company has been an active investor during the
year, investing a total of £14.0 million. Of this, £8.2
million was invested into 12 new portfolio companies, all
of which are expected to require further investment as
the companies prove themselves and grow. The following
are the five largest new investments:
£1.8 million into Ionate, a developer of new hybrid transformers for grid and
industrial power networks;
£1.2 million into Latent Technology, a developer of generative AI for animations
in the gaming and entertainment sectors;
£0.9 million into Papaya Technologies, a multi-sided marketplace for the electric
vehicle ecosystem;
£0.9 million into Instinct Digital, an investment communication platform for the
asset management industry; and
£0.8 million into Trumpet Software, which has developed software to provide a
digital sales room and a collaboration platform for B2B interactions.
Chairman’s statement
11
Albion Enterprise VCT PLC
I am delighted to welcome
all the AADV shareholders
as new shareholders of
this Company.
A further £5.8 million was invested into existing
portfolio companies, the largest being: £1.9 million
into Mondra Global; £0.8 million into TransFICC; and
£0.6 million into Imandra. A full list of the Company’s
investments and disposals, including their movements
in value for the year, can be found in the Portfolio of
investments section on pages 29 to 30.
Merger with Albion Development VCT PLC
The merger of the Company with AADV was detailed
in the 12 November 2024 Circular. It was approved by
shareholders on 11 December 2024 and completed
on 19 December 2024. I am delighted to welcome all
the AADV shareholders as new shareholders of this
Company. The assets and liabilities of AADV were
transferred to the Company in consideration for shares
being issued to AADV shareholders on a relative net
asset basis. AADV shareholders received 0.75864110
AAEV Consideration Shares for each ordinary share in
AADV. New share certificates were issued to the AADV
shareholders on AADV entering voluntary solvent
liquidation following shareholder approval at the AADV
second General Meeting on 19 December 2024. The
respective net asset values of each company on merger
comprised of:
Board composition
On completion of the merger, myself, the former Chair
of AADV and James O’Shaughnessy were appointed
and welcomed to the Board. Patrick Reeve retired from
the Company’s Board at the completion of the merger.
On behalf of the Board and the Manager,
I would like to thank and note my appreciation to
Patrick for his invaluable contribution throughout his
time as a Director and additionally to Christopher
Burrows for his leadership during his tenure as
Chairman. I am also pleased to announce that,
effective from 22 July 2025, Christopher has been
appointed as the Senior Independent Director.
Risks and uncertainties
The Company invests in a broad portfolio of higher growth
businesses, concentrated mainly on the technology
and healthcare sectors. By their nature, the smaller
unquoted businesses in which the Company invests are
generally more volatile in terms of their performance and
valuations. Our investment portfolio seeks to mitigate this
volatility through diversification in terms of both sector
and stage of maturity of the Company.
Chairman’s statement
12
Albion Enterprise VCT PLC
£’000
Albion Development VCT PLC
£’000
Combined at merger date on
19 December 2024
£’000
Fixed asset investments
96,732
98,336
195,068
Cash in bank and at hand
34,349
33,024
67,373
Other net assets/(liabilities)
366
(205)
161
Net assets
131,447
131,155
262,602
Further information and documents relating to the mergers can be found at www.albion.capital/mergers.
Whilst I am delighted to report an increase in total
shareholder return for the year, shareholders should be
mindful that the Company is exposed to both volatility
and portfolio concentration, and they should therefore
view the performance of their investment over the longer-
term.
Other risks include higher interest rates, high levels
of inflation, uncertainty around tariffs with America
and the ongoing geopolitical tensions. The Manager
is continually assessing the exposure to these risks for
each portfolio company and appropriate actions, where
possible, are implemented. This complex backdrop is
factored into how the Company is managed, including
its utilisation of cash.
A detailed analysis of the other risks and uncertainties
facing the business is shown in the Strategic report on
pages 22 to 26.
Share buy-backs
It remains the Board’s primary objective to maintain
sufficient resources for investment in existing and new
portfolio companies and for the continued payment of
dividends to shareholders and to provide liquidity in the
secondary market through share buy-backs. The Board’s
policy is to buy back shares in the market, subject to
the overall constraint that such purchases are in the
Company’s interest.
It is the Board’s intention for such buy-backs to be in
the region of a 5% discount to NAV so far as market
conditions and liquidity permit. The Board continues
to review the use of buy-backs and is satisfied that it is
an important means of providing market liquidity for
shareholders. Details of shares bought back during the
year can be found in note 17.
Albion VCTs Prospectus Top Up Offers
Your Board, in conjunction with the boards of the other
VCTs managed by Albion Capital Group LLP, launched
a Prospectus Top Up Offer of new Ordinary shares
for subscription in the 2024/25 tax year. The Offer
opened for applications on 6 January 2025 and was
fully subscribed and closed to further applications on
27 February 2025. The amount raised by the Company
was £20.0 million.
The proceeds are being used to provide support to our
existing portfolio companies and to enable us to take
advantage of new investment opportunities. The funds
raised by the Company pursuant to the Offer will be
added to the cash resources available for investment,
putting the Company into a position to take advantage
of new investment opportunities, whilst also continuing
to support our current portfolio.
Annual General Meeting
The Annual General Meeting (“AGM”) will be held
virtually at noon on 10 September 2025 via the Lumi
platform. Information on how to participate in the live
webcast can be found on the Manager’s website www.
albion.capital/vct-funds/AAEV. The notice of the AGM is
at the end of this document.
The Board welcomes questions from shareholders at
the AGM and shareholders will be able to ask questions
using the Lumi platform. Alternatively, shareholders can
email their questions to AAEVchair@albion.capital prior
to the AGM.
Shareholders’ views are important, and the Board
encourages shareholders to vote on the resolutions.
Further details on the format and business to be
conducted at the AGM can be found in the Directors’
report on pages 52 to 54 and in the Notice of the
Meeting on pages 101 to 104.
Outlook and prospect
The Board is pleased that the Company has delivered
a positive return for the year despite both the macro-
economic and geopolitical uncertainties the Company
faced. The Company’s merger with Albion Development
VCT PLC has doubled the size of the Company with net
assets of over £278 million at the year end and, following
the payback period, will deliver a reduction in the ongoing
costs of the Company which will benefit shareholders.
The portfolio remains diversified in terms of stage of
maturity and target sectors, such as healthcare, software,
DeepTech and FinTech, which we believe are sectors that
all have long term growth characteristics and minimal
dependence on short term consumer expenditure. The
Board is confident that the Company is well placed to
provide long term value to shareholders.
Ben Larkin
Chairman
22 July 2025
13
13
Albion Enterprise VCT PLC
Chairman’s statement
Investment objective and policy
The Company’s investment objective is to provide
investors with a regular and predictable source of
dividend income, combined with the prospect of long-
term capital growth, through a balanced portfolio
of predominantly unquoted growth and technology
businesses in a qualifying VCT.
The Company will invest in a broad portfolio of higher
growth businesses with a stronger focus on technology
companies across a variety of sectors of the UK
economy. Allocation of assets will be determined by
the investment opportunities which become available,
but efforts will be made to ensure that the portfolio
is diversified both in terms of sectors and stages of
maturity of portfolio companies.
The full investment policy can be found on page 7.
Current portfolio sector allocation
The following pie charts show the split of the portfolio
valuation as at 31 March 2025 by sector; stage of
investment and number of employees. This is a useful
way of assessing how the Company and its portfolio are
diversified across sector, portfolio companies’ maturity
measured by revenues and their size measured by
the number of employees. Details of the principal
investments made by the Company are shown in the
Portfolio of investments on pages 29 to 30.
STRATEGIC REPORT
Investment portfolio by sector
Portfolio analysis by stage of investment
Portfolio analysis by number of employees
Cash and other net assets 27% (25%)
DeepTech 1% (0%)
FinTech 28% (22%)
Software & technology 19% (28%)
Healthcare (including digital healthcare) 18% (18%)
Renewable energy 4% (4%)
Other (including Education) 3% (3%)
Comparatives for 31 March 2024 are shown in brackets.
*Renewable energy companies have no employees
Early stage (revenue less than £1 million) 12% (7%)
Growth (revenue between £1 million and £5 million) 11% (11%)
Scale up (revenue over £5 million) 77% (82%)
Under 20 7% (4%)
21 - 50 17% (12%)
51 - 100 19% (15%)
101+ 51% (64%)
Renewable energy* 6% (5%)
Albion Enterprise VCT PLC
14
STRATEGIC
Direction of portfolio
The current portfolio remains well-balanced both in
terms of stage of investment and sectors, with FinTech
accounting for 28%, software and other technology
accounting for 19% and healthcare (including digital
healthcare) accounting for 18%. A new subcategory
the Company is beginning to invest in is DeepTech,
which currently accounts for 1% of the portfolio.
DeepTech companies deliver products and solutions
that have a strong technical moat, often developed
through world-class research. It is the intention for this
area to form a small part of the portfolio, utilising the
Managers expertise in this area, alongside the FinTech,
Software and Healthcare sectors.
The cash component at the year end sits at 27%
which the Company will use to support those portfolio
companies that require it, as well as to capitalise
on any new investment opportunities that arise. We
therefore expect that the proportion of investments in
the FinTech, DeepTech, software and other technology
and healthcare (including digital healthcare) sectors
will continue to increase, and that the proportion of
asset-based investments will continue to decrease over
the coming years.
Results and dividends
The Company paid ordinary dividends of 6.42 pence
per share during the year ended 31 March 2025 (2024:
6.28 pence per share), along with a special dividend
of 13.50 pence per share. The Board has a variable
dividend policy which targets an annual dividend yield
of around 5% on the prevailing net asset value. In line
with this policy, the Board has declared a first dividend
for the year ending 31 March 2026, of 2.91 pence
per Ordinary share to be paid on 29 August 2025 to
shareholders on the register on 1 August 2025.
As shown in the Income statement on page 77,
investment income has increased to £2,742,000
(2024: £1,697,000), This is partly due to the merger
with Albion Development VCT PLC and the investment
income on the assets acquired as part of the merger,
and also due to increased loan interest and dividends
received from the portfolio companies in the year.
This largely accounts for the increase in revenue gain
to shareholders of £1,094,000 (2024: £758,000),
however it is in line with the prior year on a pence per
share basis of 0.76 pence per share (2024: 0.75 pence
per share).
The capital return on investments for the year was
£13,147,000 (2024: £4,883,000). The net gain was
largely due to net unrealised gains from the valuation
of investments, as well as the realised gain from
the sale of Egress Software Technologies during the
year. Further information on this together with key
valuation movements during the year are outlined in
the Investment portfolio section of the Chairman’s
statement. The total capital gain for the year was 9.11
pence per share (2024: 2.55 pence per share).
The Balance sheet on page 78 shows that the net asset
value per share decreased over the year ended 31 March
2025 to 116.22 pence per share (2024: 125.77 pence per
share), largely as a result of the special dividend paid on
25 October 2024 following the sale of Egress.
Results and dividends
£’000
Net capital return for the year ended 31 March 2025
13,147
Net revenue return for the year ended 31 March 2025
1,094
Total return for the year ended 31 March 2025
14,241
Dividend of 3.14 pence per share paid on 30 August 2024
(3,488)
Special dividend of 13.50 pence per share paid on 25 October 2024
(14,990)
Dividend of 3.28 pence per share paid on 28 February 2025
(7,361)
Unclaimed dividends returned to the Company
17
Transferred from reserves
(11,581)
Net assets as at 31 March 2025
278,526
Net asset value as at 31 March 2025
116.22 pence per share
Strategic report
15
Albion Enterprise VCT PLC
The cash inflow for the year was £37,831,000 (2024:
£3,454,000). This resulted mainly from the cash
received from the merger with Albion Development VCT
PLC and issue of the new ordinary shares under the
2024/25 Top Up Offer, disposal proceeds and loan stock
income, offset by new investments, dividends paid,
share buy-backs, merger costs and ongoing expenses.
Review of business and outlook
The results for the year ended 31 March 2025 are
the first statutory accounts since the merger of the
Company with Albion Development VCT PLC on 19
December 2024. A review of the Company’s business
during the year and its future prospects is contained
in the Chairman’s statement on pages 10 to 13 and in
this Strategic report.
From the merger with Albion Development VCT PLC,
the Company acquired the net assets of that company
which were valued at £131.2 million. As a result of the
merger, the Board expects to make significant annual
cost savings and reduce the ongoing charges ratio of
the Company. Further details of the merger can be
found in note 10.
There is a continuing focus on growing investments
in the FinTech, healthcare and other software and
technology sectors, as well as our first investment in the
year into the DeepTech sector and, therefore, we expect
the portfolio to increase its weighting in these sectors.
Investment income largely comprises loan stock
interest on our renewable energy investments, which
the Company intends to hold for the longer term. As a
result of the merger, the loan stock income is expected
to increase in line with the increase in our renewable
energy investments but remain relatively flat on a
pence per share basis. Dividend income is also expected
to stay flat. It is expected that most of the Company’s
investment returns will be delivered via capital gains on
the unquoted portfolio of investments.
Future prospects
The Company’s financial results for the year ended 31
March 2025 demonstrate that the portfolio remains well
balanced across its chosen sectors and risk classes and is
largely weathering the ongoing global issues caused as a
result of higher levels of interest rates and inflation, geo-
political factors and other economic headwinds.
Net asset value per share and cumulative dividends
Strategic report
Net asset value Cumulative dividend
Pence per share
220
200
180
160
140
120
100
80
60
40
20
0
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
Albion Enterprise VCT PLC
16
Although there remains much uncertainty, the Board
considers that the Company has the potential to deliver
long term growth, whilst maintaining predictable
dividend payments to shareholders.
Key Performance Indicators (“KPIs”) and
Alternative Performance Measures (“APMs”)
The Directors believe that the following KPIs (some of
which are APMs), which are typical for VCTs, used in
the Board’s assessment of the Company, will provide
shareholders with sufficient information to assess how
effectively the Company is applying its investment
policy to meet its objectives. See the Glossary of terms
on pages 99 and 100 for more details. The Directors are
satisfied that the results shown in the following KPIs
and APMs give a good indication that the Company is
achieving its investment objective and policy. These are:
1. Net asset value per share (APM) and
cumulative dividends
The chart on page 16 illustrates the movement in net
asset value per share plus cumulative dividends paid
since launch to 31 March 2025.
2. Shareholder value (APM) and shareholder
return (APM)
Total shareholder return for the year ended 31 March
2025 was 10.37 pence per share (8.2% on opening
NAV). This return increased total shareholder value
since inception (being the 31 March 2025 NAV plus
cumulative dividends paid) to 211.29 pence per share.
The figures in the table below show that, despite
some annual volatility, the Company has delivered an
average increase in shareholder value on opening NAV
of 8.4% per annum over the past ten years and 9.3%
per annum over the past 5 years.
Percentage movement in shareholder value in the year
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
5.4%
10.8%
12.4%
13.1%
(4.4)%
12.7%
20.7%
2.1%
2.7%
8.2%
Dividends paid
Strategic report
Dividends paid in the year Cumulative dividend
Pence per share
100
90
80
70
60
50
40
30
20
10
0
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
17
Albion Enterprise VCT PLC
3. Dividend distributions
Dividends paid in respect of the year ended 31 March
2025 were 19.92 pence per share (15.8% yield on
opening NAV) (2024: 6.28 pence per share). Cumulative
dividends paid since inception were 95.07 pence per
share.
4. Ongoing charges (APM)
The ongoing charges ratio for the year ended 31
March 2025 was capped at 2.50% (2024: 2.50%)
with any excess over the cap being a reduction in
the management fee. The ongoing charges ratio has
decreased to 2.44% (2024: 2.50%). After the merger
with Albion Development VCT PLC, and following the
payback period, it is expected that the ongoing charges
ratio will decrease further in 2026.
5. VCT compliance*
The investment policy is designed to ensure that the
Company continues to qualify, and is approved, as a
VCT by HMRC. In order to maintain its status under
VCT legislation, a VCT must comply on a continuing
basis with the provisions of Section 274 of the Income
Tax Act 2007, details of which are provided in the
Directors’ report on page 49.
The relevant tests to measure compliance have been
carried out and independently reviewed for the year
ended 31 March 2025 and are also reviewed during
the year by Philip Hare & Associates LLP. These reviews
confirmed that the Company has complied with all tests.
Gearing
As defined by the Articles of Association, the
Company’s maximum exposure in relation to gearing
is restricted to 10% of its share capital and reserves
adjusted for any dividends declared. Although the
investment policy permits the Company to borrow, the
Directors do not currently have any intention of utilising
long-term gearing and have not done so in the past.
Operational arrangements
The Company has delegated the investment
management of the portfolio to the Manager, Albion
Capital Group LLP, which is authorised and regulated
by the Financial Conduct Authority. The Manager also
provides company secretarial and other accounting and
administrative support to the Company.
Investment Management agreement
Under the Management agreement, the Manager
provides investment management, secretarial
and administrative services to the Company. The
Management agreement can be terminated by
either party on 12 months’ notice and is subject to
earlier termination in the event of certain breaches
or on the insolvency of either party. The Manager is
paid an annual management fee equal to 2.0% of
the net asset value of the Company and a separate
annual administration fee of 0.2% of the net assets
of the Company, subject to a maximum of £200,000
per annum and a minimum of £50,000 per annum
(the cap became effective from 19 December 2024,
post-merger with Albion Development VCT PLC),
with Board review at least every three years to
consider inflation. Both the Management fee and
Administration fee are payable quarterly in arrears.
The total annual running costs of the Company,
including management fees payable to Albion Capital
Group LLP, Directors’ fees, professional fees and the
costs incurred by the Company in the ordinary course
of business (but excluding any exceptional items and
performance fees payable to Albion Capital Group
LLP) are capped at an amount equal to 2.5% of the
Company’s net assets, with any excess being met by
Albion Capital Group LLP by way of a reduction in
management fees.
In some instances, the Manager is entitled to an
arrangement fee, payable by a portfolio company in
which the Company invests, in the region of 2.0% of
the investment made, and also monitoring fees where
the Manager has a representative on the portfolio
company’s board; these fees are payable by the
portfolio company. Further details of the Manager’s
fee can be found in note 5 to the
financial statements.
Management performance incentive
A revised performance incentive arrangement was
implemented on 19 December 2024, after approval
by shareholders. Under the performance incentive
arrangement, the Manager receives an incentive fee
calculated annually on a five-year average rolling basis,
equal to 15% of the performance over a 5% hurdle
(applied to the opening net asset value each year in
*VCT compliance is not a numerical measure of performance and thus cannot be defined as an APM.
18
Strategic report
Albion Enterprise VCT PLC
line with the current dividend target). This fee only
becomes payable when average returns to shareholders
are in excess of 5% per annum over a five-year period.
The first payment of a performance fee, if earned, will
be in 2027 based on the audited results of the five
years ended 31 March 2027. Therefore, there is no fee
payable based on the audited results for the five year
period ended 31 March 2025.
There is a provision of £298,000 based on assumed
returns of 6.54% per annum in the forecast period
to 31 March 2029 which, if crystallised, will become
payable over the four years to 31 March 2029 based
on the audited results for each rolling five-year period
to 31 March 2029. Details of the calculation of the
performance incentive provision can be found in
note 16.
Investment and co-investment
The Company co-invests with other Venture Capital
Trusts and funds managed by the Manager.
Allocation of investments among the Venture Capital
Trusts is on the basis of an allocation agreement
which is based, inter alia, on the ratio of funds
available for investment.
Liquidity Management
The Board examines regularly both the liquidity of
the Company’s shares in the secondary market, which
is substantially influenced by the use of share buy-
backs and share issuance, and the liquidity of the
Company’s portfolio. The nature of investments in a
venture capital portfolio is longer term and these are
relatively illiquid in the short term. Consequently, the
Company seeks to maintain sufficient liquidity in cash
and near cash assets to cover the operating costs of
the Company and to meet dividend payments and
share buy-backs, as well as to have the capacity to
make fresh investments when the opportunities arise.
Although the Company is authorised to borrow, in
practice it does not borrow and the Board has no
intention that the Company should borrow given the
nature of the Company’s investments. Management
of liquidity is one of the key operational areas that
the Board discusses regularly with the Manager.
Evaluation of the Manager
The Board has evaluated the performance of the
Manager based on:
•
the returns generated by the Company;
•
the continuing achievement of the HMRC tests
for VCT status;
•
the long term prospects of the current portfolio
of investments;
•
the management of liquidity, including use of
buy-backs and participation in fundraising; and
•
benchmarking the performance of the Manager
to other VCT managers, and the other VCTs
managed by Albion Capital Group LLP.
The Board believes that it is in the interests of
shareholders as a whole and of the Company to
continue the appointment of the Manager for the
forthcoming year.
Alternative Investment Fund Managers
Directive (“AIFMD”)
The Board appointed the Manager as the Company’s
AIFM in 2014 as required by the AIFMD. The Manager
is a full-scope Alternative Investment Fund Manager
under the AIFMD. Ocorian Depositary (UK) Limited is
the appointed Depositary and oversees the custody
and cash arrangements and provides other AIFMD
duties with respect to the Company.
Consumer duty
The FCA’s Consumer Duty came into effect from 31 July
2023. These rules set a higher standard of consumer
protection in financial services. The Manager as AIFM
is within scope of the FCA’s Consumer Duty, but the
Company itself is not.
The Manager is, for the purposes of Consumer Duty, a
“manufacturer” of the Company’s shares as it is a firm
that has some influence over design and distribution
of the Company’s share product. The Manager’s latest
assessment of value for the Company’s shares was
completed in November 2024. The value assessment
concluded that the Company provides fair value for
shareholders.
Strategic report
19
Where the Manager’s product review concludes that
changes may help deliver better outcomes for consumers,
it will recommend these changes to the Board.
Companies Act 2006 Section 172 Reporting
Under Section 172 of the Companies Act 2006 (the
“Act”), the Board has a duty to promote the success of
the Company for the benefit of its members as a whole
in both the long and short term, having regard to the
interests of other stakeholders in the Company, such
as suppliers, and to do so with an understanding of the
impact on the community and environment and with
high standards of business conduct, which includes
acting fairly between members of the Company.
The Board is very conscious of these wider
responsibilities in the way it promotes the Company’s
culture and ensures, as part of its regular oversight,
that the integrity of the Company’s affairs is foremost
in the way the activities are managed and promoted.
This includes regular engagement with the wider
stakeholders of the Company and being alert to issues
that might damage the Company’s standing in the
way that it operates. The Board works very 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 visibility
and openness in how the affairs are conducted.
The Company is an externally managed investment
company with no employees, and as such has nothing
to report in relation to employee engagement but does
pay close attention to how the Board operates as a
cohesive and competent unit. The Company also has no
customers in the traditional sense and, therefore, there
is also nothing to report in relation to relationships with
customers.
The table below sets out the key stakeholders,
details how the Board has engaged with these key
stakeholders, and the effect of these considerations on
the Company’s decisions and strategies during the year.
Engagement with Stakeholder
Decision outcomes based on engagement
Shareholders
The key methods of engaging with
shareholders are as follows:
• Annual General Meeting (“AGM”).
• General Meetings (“GM”).
• Annual shareholder seminar in
person.
• Annual report and Financial
Statements, Half-yearly financial
report, and interim management
statements.
• Circular relating to the merger
with Albion Development VCT PLC
(“AADV”).
• RNS announcements in
accordance with the UK Listing
Rules and Disclosure Guidance
and Transparency Rules (“DTRs”)
covering such things as the
publication of a Prospectus.
• Albion Capital website, social
media pages.
• Albion news shareholder magazine.
• Shareholders’ views are important, and the Board encourages shareholders to
exercise their right to vote on the resolutions at the AGM. The Company’s AGM is
typically used as an opportunity to communicate with investors, including through
a presentation made by the Manager. The Company uses the Lumi platform
to hold its AGM virtually which enables engagement with a wider audience of
shareholders from across the country rather than just those able to attend a Central
London location, and gives shareholders the opportunity to ask questions and vote
during the virtual AGM. The virtual medium helps facilitate greater shareholder
participation, particularly for those shareholders who would be unable to attend an
AGM in person. It also enables the Company to provide a recording of the event for
shareholders to watch on demand.
• During the year, shareholders voted overwhelmingly in favour of the merger of the
Company with AADV. This was approved independently by shareholders of both
companies at the GM’s on 11 December 2024 and the voluntary solvent liquidation
of AADV was approved by its shareholders at AADV’s second GM on
19 December 2024. The merger should achieve, amongst other things, significant
cost savings, administration efficiency and simplicity for shareholders.
• Shareholders are also encouraged to attend the in-person annual Shareholder
Seminar. The 2024 event took place on 20 November 2024. The seminar included
Treefera and TransFICC sharing insights into their businesses and a Q & A session
with Albion Capital executives on some of the key factors affecting the investment
outlook, as well as a review of the past year and the plans for the year ahead.
Representatives of the Board attend the seminar. The Board considers this an
important marketing event hosted by the Manager and invites shareholders to
attend this year’s event scheduled for 18 November 2025 at No.11 Cavendish
Square, London. Further information will be available nearer the time.
Albion Enterprise VCT PLC
20
Strategic report
Engagement with Stakeholder
Decision outcomes based on engagement
Shareholders continued
• The Board recognises the importance to shareholders of maintaining a share
buy-back policy, in order to provide market liquidity, and considered this when
establishing the current policy. The Board closely monitors the discount to the net
asset value to ensure this is in the region of 5%.
• The Board seeks to create value for shareholders by generating strong and
sustainable returns to provide shareholders with regular dividends and the prospect
of capital growth. The Board takes this into consideration when making the decision
to pay dividends to shareholders. The variable dividend policy, including the special
dividend, has resulted in a dividend yield of 15.8% on opening net asset value.
• During the year, the Board made the decision to participate in the Albion VCTs
Prospectus Top Up Offers, following the merger with AADV, to raise funds for
deployment into new and existing portfolio companies. The Prospectus was
published on 12 November 2024 and the Offer launched to applications on 6
January 2025. The Board carefully considered whether further funds were required,
whether the VCT tests would continue to be met, and whether it would be in the
interest of shareholders, before agreeing to publish the Prospectus. On allotment, an
issue price formula based on the prevailing net asset value is used to ensure there
was no dilution to existing shareholders.
• Cash management and liquidity of the Company are key quarterly discussions
amongst the Board, with focus on deployment of cash for future investments,
dividends and share buy-backs and the prospect of future realisations in the portfolio.
• Shareholders can contact the Chairman using the email AAEVchair@albion.capital
Manager
The performance of Albion Capital
Group LLP is essential to the long-
term success of the Company,
including achieving the investment
policy and generating returns to
shareholders, as well as the impact
the Company has on Environmental,
Social and Governance (“ESG”)
concerns.
• The Manager meets with the Board at least quarterly to discuss the performance
of the Company, and is in regular contact in between these meetings, e.g. to share
investment papers for new and follow on investments. All strategic decisions are
discussed in detail and minuted, with an open dialogue between the Board and the
Manager.
• The performance of the Manager in managing the portfolio and in providing
secretarial and administrative services is reviewed each year, which includes
reviewing comparator engagement terms and portfolio performance. Further details
on the evaluation of the Manager, and the decision to continue the appointment of
the Manager for the forthcoming year, can be found in this report.
• There is no performance incentive fee payable based on the audited 31 March 2025
accounts. There is a provision of £298,000 based on assumed returns of 6.54% per
annum in the forecast period to 31 March 2029 which may or may not be achieved,
and further details can be found in note 16.
• Details of the Manager’s responsibilities can be found in the Statement of corporate
governance on pages 56 to 58.
Suppliers
The key suppliers (other than the
Manager) are:
• Auditor;
• Corporate broker;
• Depositary;
• Legal adviser;
• Registrar; and
• VCT taxation adviser.
• The Manager on behalf of the Company, is in regular contact with key suppliers. The
contractual arrangements with and the performance of all the principal suppliers to
the Company are reviewed regularly and formally once a year.
• The Board are satisfied with the performance of the key suppliers.
Albion Enterprise VCT PLC
21
Strategic report
Social and community issues, employees
and human rights
The Board recognises the requirement under section
414C of the Act to detail information about social
and community issues, employees and human rights;
including any policies it has in relation to these matters
and effectiveness of these policies. As an externally
managed investment company with no employees,
the Company has no formal policies in these matters,
however, such matters form part of its responsible
investment strategy as detailed above.
Diversity
The Board understands the importance of promoting
diversity of the Company’s Board and seeks to create
a diverse group of experienced individuals. At the year
end, there were four male Directors and one female
Director on the Board. Further details on the diversity of
the Board can be found on pages 50 and 51.
Further policies
The Company has adopted a number of further policies
relating to:
•
Environment;
•
Global greenhouse gas emissions;
•
Anti-bribery; and
•
Anti-facilitation of tax evasion.
These are set out in the Directors’ report on page 50.
Risk management
The Board carries out a regular review of the risk
environment in which the Company operates, together
with changes to the environment and individual risks.
The Board also identifies emerging risks which might
impact the Company. In the year ended 31 March 2025
the most noticeable risks have been high interest rates
and the cumulative effect of high inflation over the
past few years, caused in part by current geopolitical
tensions, and volatility in world markets, particularly
affecting growth stocks. The full impact of these risks is
likely to continue to be uncertain for some time.
The Board has carried out a robust assessment of
the Company’s principal and emerging risks and
uncertainties. It seeks to mitigate these through regular
reviews of performance and monitoring progress
and compliance. The Board applies the principles
detailed in the Financial Reporting Council’s Guidance
on Risk Management, Internal Control and Related
Financial and Business Reporting, in the mitigation
and management of these risks. More information on
specific mitigation measures for the principal risks and
uncertainties are explained below:
Engagement with Stakeholder
Outcomes and decisions based on engagement
Portfolio companies
The portfolio companies are
considered key stakeholders, not least
because they are principal drivers
of value for the Company. Also, as
discussed in the ESG report on pages
43 to 46, the portfolio companies’
impact on their stakeholders is also
important to the Company.
• The Board aims to have a diversified portfolio in terms of sector and stage of
investment. Further details of this can be found in the pie charts on page 14.
• In most cases, an Albion Capital executive has either a place on the board of a
portfolio company or is an observer, in order to help with both business operation
decisions, as well as good ESG practices.
• The Manager provides access to deep expertise on growth strategy alignment,
leadership team hiring, organisational scaling and founder leader development.
• The Manager facilitates good dialogue with portfolio companies and often organises
events in order to help portfolio companies benefit from the Albion Capital network.
Community and environment
The Company, with no employees, has
no effect itself on the community and
environment. However, as discussed
above, the portfolio companies’ ESG
impact is extremely important to the
Board.
• The Board receives reports on ESG factors within its portfolio from the Manager
as it is a signatory of the United Nations Principles for Responsible Investment
(“UN PRI”). The Board has been conscious in making a commitment to invest
responsibly and embed community and environmental concerns in the Company’s
practices. Further details of this are set out in the ESG report.
Albion Enterprise VCT PLC
22
Strategic report
23
Albion Enterprise VCT PLC
Strategic report
Possible consequence
Risk assessment
during the year
Risk management
Principal Risks
Investment, performance, technology and valuation risk
The risk of investment in poor
quality businesses, which could
reduce the returns to shareholders
and could negatively impact on
the Company’s current and future
valuations.
By nature, smaller unquoted
businesses, such as those that
qualify for Venture Capital Trust
purposes, are more volatile in
terms of their performance and
valuations, than larger, long-
established businesses.
The Company’s investment
valuation methodology is reliant
on the accuracy and completeness
of information that is issued by
portfolio companies. In particular,
the Directors may not be aware
of, or take into account, certain
events or circumstances which
occur after the information issued
by such companies is reported.
External market conditions,
including changes in benchmarks,
transaction prices and comparable
multiples can also impact the
valuations.
No change
during the year,
but remains
high due to the
economic and
geopolitical issues
as referred to in
the Chairman’s
statement.
To reduce this risk, the Board places reliance upon the skills and
expertise of the Manager and its track record over many years of
making successful investments in this segment of the market. The
Manager operates a formal and structured investment appraisal and
review process, which includes an Investment Committee, comprising
investment professionals from the Manager for all investments, and
at least one external investment professional for investments greater
than £1 million in aggregate across all the Albion Capital managed
VCTs. The Manager also invites and takes account of comments from
non-executive Directors of the Company on matters discussed at the
Investment Committee meetings.
The Board and Manager regularly review the deployment of
investments and cash resources available to the Company in
assessing liquidity required for servicing the Company’s buy-backs,
dividend payments and operational expenses. The decision to issue
a Prospectus for the 2024/25 Top Up Offers was due to careful
analysis of these factors as well as ensuring an appropriate pipeline
of investment opportunities, both in terms of price and quality.
The Board and the Manager review the diversification of the
Company’s portfolio on a quarterly basis. When new investments
are made, the Manager considers the impact that they will have
on the diversification of the portfolio, to ensure that concentration
risk is considered, and to ensure that investment risk is spread in
accordance with the Company’s investment policy.
Investments are actively and regularly monitored by the Manager,
including the level of diversification in the portfolio, and the
Board receives detailed reports on each investment as part of the
Manager’s report at quarterly board meetings.
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 updated in 2022. These guidelines set out
recommendations, intended to represent current best practice on
the valuation of venture capital investments. The valuation takes
into account all known or knowable material facts at the date of
valuation.
24
Strategic report
Possible consequence
Risk assessment
during the year
Risk management
Regulatory and compliance risk
The Company is listed on The
London Stock Exchange and is
required to comply with the rules
of the Financial Conduct Authority,
as well as with the Companies Act,
Accounting Standards and other
legislation. Failure to comply with
these regulations could result in a
delisting of the Company’s shares,
or other penalties under the
Companies Act or from financial
reporting oversight bodies.
No change in the
year.
As a Venture Capital Trust whose shares are traded on the London
Stock Exchange, the Company is impacted by actual and prospective
changes to legislation and HMRC guidance governing VCTs.
The Manager is actively involved with key industry bodies who meet
periodically with HMRC and relevant government representatives
to ensure that they have a good understanding of relevant sector
developments. The Board and the Manager also receive regular
updates on new regulation from the Company’s auditor, legal
advisers and other professional bodies. The Manager’s services
include ensuring that the Company complies with the relevant rules.
The Manager is regulated by the Financial Conduct Authority and
has a dedicated compliance function to ensure it complies with rules
applicable to its regulated fund management services. Any issues
arising from compliance or regulation are reported to the Manager’s
Executive Committee and, where they relate to the Company, are
reported to the Board in quarterly Board meetings.
The Board reviewed the regulatory Healthcheck report prepared
by Bovill Newgate, to confirm adequate policies, procedures and
compliance training are in place to comply with the FCA rules for an
investment management firm and full scope AIFM.
VCT approval risk
The Company must comply with
section 274 of the Income Tax Act
2007 which enables its investors
to take advantage of tax relief on
their investment and on future
returns. Breach of any of the rules
enabling the Company to hold VCT
status could result in the loss of
that status.
No change in the
year.
The Board has appointed the Manager, which has a team with
significant experience in Venture Capital Trust management, used
to operating within the requirements of the Venture Capital Trust
legislation. In addition, to provide further formal reassurance, the
Board has appointed Philip Hare & Associates LLP as its taxation
adviser, who report quarterly to the Board to independently
confirm compliance with the Venture Capital Trust legislation, to
highlight areas of risk and to inform on changes in legislation. Each
investment in a new portfolio company is also pre-cleared with our
professional advisers or H.M. Revenue & Customs. The Company
monitors closely the extent of qualifying holdings and addresses this
as required.
The Government has extended the VCT sunset clause to 2035. This
will help enable the Company to continue supporting its portfolio of
high growth companies.
25
Strategic report
Possible consequence
Risk assessment
during the year
Risk management
Operational and internal control risk
The Company relies on a number
of third parties, in particular the
Manager, for the provision of
investment management and
administrative functions. Failures
in key systems and controls within
the Manager’s business could put
assets of the Company at risk or
result in reduced or inaccurate
information being passed to the
Board or to shareholders.
No change in the
year.
The Company and its operations are subject to a series of rigorous
internal controls and review procedures exercised throughout the
year. The Board receives reports from the Manager on its internal
controls and risk management.
The Board has reviewed the report prepared by Lavery Consulting in
relation to the Company Secretarial health check undertaken during
the year.
Ocorian Depositary (UK) Limited is the Company’s Depositary,
appointed to oversee the custody and cash arrangements and
provide other AIFMD duties. The Board reviews the quarterly reports
prepared by Ocorian Depositary (UK) Limited to ensure that the
Manager is adhering to its policies and procedures as required by the
AIFMD.
In addition, the Board annually reviews the performance of its key
service providers, particularly the Manager, to ensure they continue
to have the necessary expertise and resources to deliver the
Company’s investment objective and policy. The Manager and other
service providers have also demonstrated to the Board that there is
no undue reliance placed upon any one individual.
Cyber and data security risk
Failures in IT systems and controls
within the Manager’s business
could place assets of the Company
at risk, result in loss of sensitive
data (including shareholder
data), or loss of access to systems
resulting in a lack of timely
communication to market.
No change in the
year.
The Manager has a dedicated in-house IT support function to assist in
the management of the IT infrastructure and improve the IT control
environment.
The Company and its operations are subject to a series of rigorous
internal controls and review procedures exercised throughout the year.
The Board receives reports from the Manager on its internal controls
and risk management, including on matters relating to cyber security.
The Manager also has a formal risk committee in place which meets
every six months, with cyber risk being discussed at Board meetings.
The 2023 internal audit of the Manager focused specifically on IT
systems.
The Manager carries out a review of all suppliers annually. This includes
a review of the supplier’s IT controls, cyber security systems, and
requires them to report breaches (if any). Following the review, the
Manger will decide whether it is appropriate to continue using each
supplier and a full report is provided to the Board.
Albion Enterprise VCT PLC
26
Strategic report
Possible consequence
Risk assessment
during the year
Risk management
Economic, political and social risk
Changes in economic conditions,
including; high interest rates,
rates of inflation, tariffs, industry
conditions, competition, political
and diplomatic events, and other
factors could substantially and
adversely affect the Company’s
prospects in a number of ways.
This also includes risks of social
upheaval, including from infection
and population re-distribution, as
well as economic risk challenges as
a result of healthcare pandemics/
infection.
Has increased
during the
year due to the
economic and
geopolitical issues
as referred to in
the Chairman’s
statement
The Company invests in a diversified portfolio of companies across a
number of industry sectors and in addition often invests in a mixture
of instruments in portfolio companies and has a policy of minimising
any external bank borrowings within portfolio companies.
At any given time, the Company has sufficient cash resources to
meet its operating requirements, including share buy-backs and
follow-on investments.
In common with most commercial operations, exogenous risks
over which the Company has no control are always a risk and the
Company does what it can to address these risks where possible, not
least as the nature of the investments the Company makes are long
term.
The Board and Manager continuously assess the resilience of the
portfolio, the Company and its operations and the robustness of
the Company’s external agents, as well as considering longer term
impacts on how the Company might be positioned in how it invests
and operates. Ensuring liquidity in the portfolio to cope with exigent
and unexpected pressures on the finances of the portfolio and the
Company is an important part of the risk mitigation in uncertain
times. The portfolio is diversified, and exposure is relatively small to
some of the most at-risk sectors that include leisure, hospitality, retail
and travel.
Liquidity risk
The Company may not have
sufficient cash available to meet
its financial obligations. The
Company’s portfolio is primarily
in smaller unquoted companies,
which are inherently illiquid
as there is no readily available
market, and thus it may be difficult
to realise their fair value at short
notice.
No change in the
year.
To reduce this risk, the Board reviews the Company’s three year
cash flow forecasts on a quarterly basis. These include potential
investment realisations (which are closely monitored by the
Manager), Top Up Offers, dividend payments and operational
expenditure. This aims to ensure that there are sufficient cash
resources available for the Company’s liabilities as they fall due.
Emerging Risks
Environmental, social and governance (“ESG”) risk
An insufficient ESG policy could
lead to an increased negative
impact on the environment,
including the Company’s carbon
footprint. Non-compliance with
reporting requirements could lead
to a fall in demand from investors,
reputational damage and
penalties. Climate risks could also
negatively impact on the value of
portfolio investments.
No change in the
year.
The Manager is a signatory of the UN PRI and the Board is kept
appraised of the evolving ESG policies at quarterly Board meetings.
Full details of the specific procedures and risk mitigation can be
found in the ESG report on pages 43 to 46. These procedures ensure
that this increased risk continues to be mitigated where possible.
Whilst the Company itself has limited impact on climate change,
due to no employees nor greenhouse gas emissions, the Board works
closely with the Manager to ensure the Manager itself is working
towards reducing their impact on the environment, and that the
Manager takes account of ESG factors, including the impact on the
environment, when making new investment decisions. With specific
respect to the Company, a key target is to continue to increase the
use of electronic communications with shareholders.
27
Going Concern
The Directors have, at the time of approving the
financial statements, a reasonable expectation that
the Company has adequate resources to continue in
operational existence for the twelve months from the
date of signing of these financial statements. When
making its assessment of the Company’s ability to
continue as a going concern, the Board has reviewed
the risks to future performance as set out in the
Strategic Report on pages 22 to 26, and considered
the potential impacts of those risks on the Company’s
future ability to continue as a going concern.
The Board has carried out robust stress testing of
cashflows which include: factoring in high levels of
inflation when budgeting for future expenses; only
including proceeds from investment disposals where
there is a high probability of completion; assessing
the resilience of portfolio companies given the
current decline in the global economy, including the
requirement for any future financial support; and
the ability to fulfil interest requirements on debt
instruments.
The Company’s cash resources are currently healthy,
and the portfolio of investments is diverse and not
reliant on any one sector. All significant cash outflows,
including dividends, share buybacks and investments,
are within the Company’s control. Therefore the Board
expects the Company to have sufficient cash resources
to withstand any reasonable stress scenario, for
example if the Company was unable to raise further
funds, and believes that it is appropriate to continue
to adopt the going concern basis of accounting in
preparing these financial statements.
Viability statement
In accordance with the FRC UK Corporate Governance
Code published in 2018 and principle 36 of the AIC
Code of Corporate Governance, the Board is required
to assess the prospects of the Company over a period
longer than that which we have used to evaluate the
Company’s ability to continue as a going concern
(see page 48). The Board conducted this review for a
period of three years, which they consider best reflects
the nature of the Company’s investments, which are
typically high-growth investments, held for the long
term as they mature. Our review is also influenced
by the nature of the tax legislation associated with a
VCT status and the political landscape in which that
legislation exists and evolves, as this influences the
Board’s strategic planning horizon. In considering the
prospects of the Company, the Board has estimated
timelines for finding, assessing and completing of
investments; reviewed the potential impact of any new
regulations; and considered the availability of cash.
As noted above, the Board has carried out a robust
assessment of the principal and emerging risks facing
the Company, including those that could threaten
its business model, future performance, solvency or
liquidity and focused on the major factors which affect
the economic, regulatory and political environment.
The Board also considered the procedures in place
to identify emerging risks and the risk management
processes in place to avoid or reduce the impact of the
underlying risks. The Board carefully assessed, and was
satisfied with, the risk management processes in place
to avoid or reduce the impact of these risks. Inflation
remaining high, interest costs remaining elevated and
the impact on growth stocks against a geopolitically
Strategic report
Albion Enterprise VCT PLC
28
uncertain environment remain risks that need to be
considered against the practical management of the
Company’s net assets and its operational requirements.
The Board assessed the ability of the Company to
raise finance and deploy capital, as well as the existing
cash resources of the Company by looking at cashflow
forecasts and the future pipeline of investments.
The Board considered that the merger with Albion
Development VCT PLC would bring increased longer
term resilience as well as a reduction in operating costs
through economies of scale. The Board has additionally
considered the ability of the Company to comply with
the ongoing conditions to ensure it maintains its VCT
qualifying status under its current investment policy.
As a result of the Board’s quarterly valuation reviews, it
has concluded that the portfolio is well balanced and
geared towards delivering long term growth and strong
returns to shareholders. In assessing the prospects
of the Company, the Directors have considered the
cash flow by looking at the Company’s income and
expenditure projections and funding pipeline over the
assessment period of three years and they appear
realistic. It is also satisfied that the Company can
maintain its VCT qualifying status.
Based on the assessment of the above considerations
on the cash flow forecasts and stress scenarios, 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 the
three years to 31 March 2028.
Companies Act 2006
This Strategic report of the Company for the year ended
31 March 2025 has been prepared in accordance with
the requirements of section 414A of the Companies Act
2006 (the “Act”). The purpose of this report is to provide
shareholders with sufficient information to enable
them to assess the extent to which the Directors have
performed their duty to promote the success of the
Company in accordance with Section 172 of the Act.
For and on behalf of the Board
Ben Larkin
Chairman
22 July 2025
Strategic report
PORTFOLIO OF INVESTMENTS
Amounts in the below table shown at cost as at 31 March 2025 include the original investment cost to the
Company (Albion Enterprise VCT PLC) and the fair value attributed to the investments acquired from Albion
Development VCT PLC (“AADV”) on the merger on 19 December 2024. Change in value for the year is for the full
year in respect of the Company (Albion Enterprise VCT PLC) and only includes AADV results for the period since the
date of merger on 19 December 2024 to 31 March 2025.
AADV holding value on
19 December 2024***
£’000
As at 31 March 2025
As at 31 March 2024
Change in value for
the year *
£’000
Fixed asset investments
% voting rights
% voting rights
held by all Albion
managed funds
Cost
£’000
Cumulative
movement in value
£’000
Value
£’000
Cost
£’000
Value
£’000
Quantexa
3.7
11.2
27,853
29,563
24,502
54,065
2,069
22,164
7,682
Proveca
21.4
49.9
10,479
12,966
4,775
17,741
2,487
8,194
(932)
Oviva
6.4
13.7
5,320
7,920
3,049
10,969
2,601
4,178
1,472
Gravitee Topco (T/A Gravitee.io)
7.6
23.8
2,383
4,552
4,275
8,827
2,168
3,353
3,090
Convertr Media
17.0
36.5
2,284
4,027
3,429
7,456
992
1,794
2,936
The Evewell Group
11.9
33.0
2,986
4,463
2,027
6,490
1,477
2,703
801
Healios
14.7
35.4
2,674
5,687
362
6,049
2,955
2,993
324
Radnor House School (TopCo)
17.9
48.3
2,859
4,588
1,442
6,030
1,729
3,700
(529)
Panaseer
7.1
14.9
3,258
5,094
(650)
4,444
1,836
2,369
(1,183)
Runa Network
5.2
17.9
2,073
4,017
415
4,432
1,871
2,285
1
TransFICC
4.5
15.9
1,060
2,792
1,350
4,142
938
938
1,350
Treefera
4.9
13.3
1,272
2,644
869
3,513
1,371
1,371
869
The Street by Street Solar Programme
21.0
50.0
2,128
3,020
373
3,393
891
1,534
(270)
Regenerco Renewable Energy
24.4
50.0
1,755
3,015
299
3,314
1,261
1,842
(282)
Elliptic Enterprises
2.0
7.5
1,120
2,493
820
3,313
1,373
1,379
814
Mondra Global
8.6
21.5
447
2,538
271
2,809
166
168
269
Peppy Health
3.5
10.0
1,424
2,796
-
2,796
1,372
1,372
-
Cantab Research (T/A Speechmatics)
3.2
14.4
1,439
2,798
(33)
2,765
1,359
1,508
(182)
Threadneedle Software Holdings (T/A
Solidatus)
8.1
22.0
1,209
2,569
-
2,569
1,360
1,360
-
GX Molecular (T/A CS Genetics)
4.7
22.9
1,231
2,516
40
2,556
1,000
1,001
39
Aridhia Informatics
13.4
23.6
1,257
2,501
17
2,518
1,244
1,327
(66)
OpenDialog AI
8.3
23.1
1,028
2,167
-
2,167
949
949
-
Tem-Energy
4.5
12.9
1,047
1,679
418
2,097
527
780
165
Imandra
3.0
8.1
1,253
2,068
(23)
2,045
173
260
(110)
InCrowd Sports
9.0
18.7
1,055
1,775
246
2,021
698
945
-
Chonais River Hydro
4.6
50.0
2,010
2,002
(29)
1,973
-
-
(29)
Papaya Technologies
6.9
15.4
864
1,808
-
1,808
-
-
-
Ionate
6.9
10.1
-
1,807
-
1,807
-
-
-
Accelex Technology
4.6
15.4
578
1,360
441
1,801
782
1,153
70
Instinct Digital
14.9
34.3
796
1,739
-
1,739
-
-
-
Alto Prodotto Wind
20.5
50.0
756
1,300
375
1,675
654
1,079
(2)
Locum’s Nest
10.9
25.9
842
1,444
164
1,608
602
773
(7)
Trumpet Software
5.5
12.2
691
1,446
-
1,446
-
-
-
29
Albion Enterprise VCT PLC
STRATEGIC
Portfolio of investments
AADV holding value on
19 December 2024***
£’000
As at 31 March 2025
As at 31 March 2024
Change in value for
the year *
£’000
Fixed asset investments
% voting rights
% voting rights
held by all Albion
managed funds
Cost
£’000
Cumulative
movement in value
£’000
Value
£’000
Cost
£’000
Value
£’000
Diffblue
6.2
17.3
682
1,427
-
1,427
541
541
-
Toqio FinTech Holdings
4.0
11.3
730
2,008
(585)
1,423
1,279
1,279
(585)
Get Least (T/A Kato)
6.1
16.5
534
1,110
221
1,331
-
-
221
Beddlestead
16.8
49.0
832
1,798
(523)
1,275
966
852
(409)
Latent Technology
4.8
14.1
-
1,217
-
1,217
-
-
-
Perchpeek
3.7
13.4
597
1,188
-
1,188
591
355
236
Open Trade Technology
6.1
12.9
456
1,161
-
1,161
-
-
-
Infact Systems (T/A Infact)
6.6
16.8
547
1,052
94
1,146
88
88
94
Phasecraft
1.7
4.7
418
873
231
1,104
455
455
231
Kennek Solutions
3.9
9.2
448
1,055
-
1,055
186
186
-
Gridcog International
5.3
15.9
499
996
-
996
497
497
-
Greenenerco
32.6
50.0
135
614
355
969
572
1,013
(47)
OutThink
5.0
13.9
610
1,254
(313)
941
644
644
(313)
5Mins AI
3.9
11.1
340
700
-
700
360
360
-
Seldon Technologies
6.0
22.7
415
1,461
(832)
629
1,046
770
(556)
PetsApp
4.8
13.6
425
875
(290)
585
450
450
(290)
AVESI
16.0
50.0
376
555
(25)
530
179
206
(52)
Kohort Software
4.2
12.0
267
523
-
523
257
257
-
Innerworks Technology
3.7
7.8
-
471
-
471
-
-
-
The Q Garden Company
16.6
50.0
403
403
29
432
-
-
29
Scripta Therapeutics
6.9
14.2
-
387
-
387
-
-
-
MHS 1
4.5
48.8
263
346
(11)
335
83
81
(9)
Dragon Hydro
5.5
30.0
258
258
-
258
-
-
-
OtoImmune
3.4
7.1
-
240
-
240
-
-
-
PeakData
7.6
21.3
97
1,077
(870)
207
862
111
(118)
Symetrica
0.5
4.9
95
158
33
191
63
59
37
Premier Leisure (Suffolk)
13.1
47.4
138
138
8
146
-
-
8
Pastel Health
4.1
8.9
-
125
-
125
-
-
-
Erin Solar
4.3
50.0
100
100
7
107
-
-
7
Koru Kids
2.3
4.6
274
968
(879)
89
694
374
(559)
Formicor Pharmaceuticals
24.0
50.0
-
77
-
77
-
-
-
uMedeor (T/A uMed)
6.2
21.4
63
725
(655)
70
603
581
(633)
Arecor Therapeutics PLC**
0.5
1.2
53
146
(83)
63
93
103
(93)
Neurofenix
5.3
14.8
94
646
(608)
38
552
172
(228)
Mirada Medical Group
7.8
15.0
1
1,488
(1,486)
2
1,487
208
(207)
Cisiv
12.7
23.4
64
863
(862)
1
799
317
(380)
NuvoAir Holdings
3.8
12.5
679
2,015
(2,015)
-
1,271
1,278
(2,022)
Regulatory Genome Development
1.6
5.1
-
126
(126)
-
126
-
-
Total fixed asset investments
98,324
163,778
40,039
203,817
51,649
84,709
10,652
*As adjusted for additions (including merger acquisitions) and disposals during the year
** Quoted equity
*** Black Swan Data Limited was written off during the year.
The comparative cost and valuations for 31 March 2024 do not agree to the Annual Report and Financial
Statements for the year ended 31 March 2024 as the above list excludes brought forward investments that were
fully disposed of in the year.
Albion Enterprise VCT PLC
30
Portfolio of investments
The following is a summary of fixed asset realisations or write-offs for the year ended 31 March 2025:
Fixed asset investment realisations
Cost
£’000
Opening
carrying
value
£’000
Disposal
proceeds
£’000
Total
realised
gain/(loss)
on cost
£’000
Gain/(loss)
on opening
value
£’000
Disposals:
Egress Software Technologies
3,365
20,795
25,660
22,295
4,865
Quantexa
360
3,634
4,706
4,346
1,072
Black Swan Data
2,249
21
-
(2,249)
(21)
Loan stock conversions, repayments and other:
Mondra Global (loan stock conversion)
817
819
832
15
13
Convertr Media (loan stock conversion)
409
718
752
343
34
Alto Prodotto Wind
110
157
157
47
-
Greenenerco
93
132
132
39
-
Chonais River Hydro
8
8
8
-
-
Escrow adjustments and other*
-
-
25
25
25
Total fixed asset realisations
7,411
26,284
32,272
24,861
5,988
* These comprise fair value movements on deferred consideration on previously disposed investments and expenses which are incidental to the
purchase or disposal of an investment
Gains on investments during the year
£’000
Total unrealised change in value of investments for the year
10,652
Movement in loan stock accrued interest
83
Unrealised gains on fixed asset investments
10,735
Realised losses on fixed asset investments
5,988
Total gains on investments as per Income statement
16,723
31
Albion Enterprise VCT PLC
Healthcare (including digital healthcare)
Renewable energy
Software & other technology
FinTech
Other (including education)
Deeptech
Albion Enterprise VCT PLC
32
PORTFOLIO COMPANIES
STRATEGIC
1
Audited results for the year ended:
31 March
2024
31 March
2023
£’000
£’000
Turnover
76,052
57,858
LBITDA
(54,411)
(54,418)
Loss before tax
(55,915)
(54,211)
Net assets
63,943
35,725
Investment information
£’000
Income recognised in the year
-
Total cost
29,563
Valuation
54,065
Voting rights
3.7%
Voting rights held by all Albion managed funds
11.6%
Basis of valuation
Cost and price of recent
investment (calibrated and
reviewed for impairment)
www.quantexa.com
Quantexa uses the latest advancements in AI in its Decision Intelligence platform,
which unifies siloed data to solve challenges across data management, customer
intelligence, KYC, financial crime, risk, fraud, and security. Its customers include enterprises
and government agencies across multiple markets.
2
Proveca is a specialty pharmaceutical company focused on children’s medicines.
The company is addressing a significant need in developing drugs that are specifically
formulated for children, taking advantage of a supportive regulatory regime and market
protection throughout Europe. Its first product for chronic drooling was launched in 2017.
It has a pipeline of drugs focused on neurology, immunology and cardiovascular that it
expects to reach the market over the next three years.
Filleted* audited results for the year ended:
31 July 2024 31 July 2023
£’000
£’000
Net assets/
(liabilities)
4,140
(3,019)
Investment information
£’000
Income recognised in the year
-
Total cost
12,966
Valuation
17,741
Voting rights
21.4%
Voting rights held by all Albion managed funds
49.9%
Basis of valuation
Revenue multiple
www.proveca.com
33
Albion Enterprise VCT PLC
4
3
5
www.oviva.com
Oviva is the category leader in Europe for digital, reimbursed dietetic care. The company
sells digital and technology-led services solutions for conditions such as diabetes and
obesity. It consistently demonstrates best-in-class outcomes helping its clients save costs
and improve patient well-being. It is active in the UK, Germany, France and Switzerland.
Convertr Media is a customer acquisition platform which tracks advertising leads
all the way to sale. It improves lead quality, accelerates sales and measures exact ROI all in
real-time.
Gravitee.io operates an Application Programming Interface (“API”) management
platform that enables enterprises to manage their APIs through their lifecycle from design,
to publishing, to controlling access and security.
Audited results for the year ended:
31 December
2023
31 December
2022
£’000
£’000
Turnover
26,018
14,123
LBITDA
(17,921)
(14,124)
Loss before tax
(20,965)
(25,409)
Net assets
23,648
43,084
Investment information
£’000
Income recognised in the year
-
Total cost
7,920
Valuation
10,969
Voting rights
6.4%
Voting rights held by all Albion managed funds
13.7%
Basis of valuation
Cost and price of recent investment
(calibrated and reviewed for impairment)
Audited results for the year ended:
31 December
2023
31 December
2022
£’000
£’000
Turnover
6,653
3,290
LBITDA
(11,957)
(12,740)
Loss before tax
(12,029)
(12,807)
Net assets
8,469
6,522
Investment information
£’000
Income recognised in the year
-
Total cost
4,552
Valuation
8,827
Voting rights
7.6%
Voting rights held by all Albion managed funds
23.8%
Basis of valuation
Revenue multiple
Filleted* audited results for the year ended:
30 April
2024
30 April
2023
£’000
£’000
Net liabilities
(7,874)
(6,192)
Investment information
£’000
Income recognised in the year
-
Total cost
4,027
Valuation
7,456
Voting rights
17.0%
Voting rights held by all Albion managed funds
36.5%
Basis of valuation
Revenue multiple
www.gravitee.io
www.convertr.io
Albion Enterprise VCT PLC
34
Portfolio companies
7
www.healios.org.uk
Healios is an online platform delivering family centric psychological care primarily
to children and adolescents. The Company provides assessment, treatment and early
intervention for a variety of mental health conditions.
Audited results for the year ended:
31 December
2023
31 December
2022
(restated)
£’000
£’000
Turnover
21,624
17,936
LBITDA
(11,882)
(9,479)
Loss before tax
(13,319)
(8,379)
Net assets/
(liabilities)
1,041
(4,385)
Investment information
£’000
Income recognised in the year
-
Total cost
5,687
Valuation
6,049
Voting rights
14.7%
Voting rights held by all Albion managed funds
35.4%
Basis of valuation
Cost and price of recent
investment (calibrated and
reviewed for impairment)
6
8
www.radnorhouse.org
The Evewell Group owns and operates private women’s health centres of
excellence with one clinic open on Harley Street and another in Hammersmith, both
focusing on fertility and IVF treatment but uniquely also covering all aspects of a woman’s
gynaecological health.
Radnor House School (TopCo) operates a co-educational independent
school near Sevenoaks, Kent. The school is growing with over 500 children on the roll and
further capacity to expand. Significant further investment has been made into the school’s
facilities to enable it to deliver a personalised education experience to each student. The
curriculum and co-curricular activities are designed to give each child a wide range of
academic and other skills in a supportive and nurturing environment.
Audited results for the year ended:
31 December
2023
31 December
2022
£’000
£’000
Turnover
14,519
12,163
EBITDA
2,017
1,919
Profit before tax
929
647
Net liabilities
(1,679)
(1,478)
Investment information
£’000
Income recognised in the year
389
Total cost
4,463
Valuation
6,490
Voting rights
11.9%
Voting rights held by all Albion managed funds
33.0%
Basis of valuation
Earnings multiple
Audited results for the year ended:
31 August
2024
31 August
2023
£’000
£’000
Turnover
11,645
10,639
EBITDA
1,766
1,835
Profit before tax
42
276
Net assets
18,357
18,204
Investment information
£’000
Income recognised in the year
220
Total cost
4,588
Valuation
6,030
Voting rights
17.9%
Voting rights held by all Albion managed funds
48.3%
Basis of valuation
Earnings multiple – supported by
third party valuation
www.evewell.com
35
Albion Enterprise VCT PLC
Portfolio companies
*Companies which meet certain size criteria are eligible to file
what are referred to as filleted results which are extracted from
the company’s audited financial statements. Filleted financial
statements contain substantially less financial information and
we are only able to report net assets/(liabilities).
9
10
Runa Network provides a cloud platform and an API that enables corporates to
purchase digital gift cards and issue digital payouts to employees and customers. This
can be done for a variety of use cases such as HR (employee benefits/rewards), marketing
(customer acquisition/activation), loyalty and disbursements. It has built unique technology
and direct integrations with over a thousand brands and retailers on the supply side.
Panaseer has developed a software platform which integrates and captures data
provided by an enterprise’s cyber security systems. The platform has a visualisation layer
which gives an easy interface for CIOs and CSOs to interrogate its security data on an
enterprise-wide basis, offering RoI analysis and threat intelligence.
Audited results for the year ended:
30 June
2024
30 June
2023
£’000
£’000
Turnover
9,999
10,094
LBITDA
(7,206)
(7,607)
Loss before tax
(8,883)
(8,542)
Net assets/(liabilities)
4,600
(4,744)
Investment information
£’000
Income recognised in the year
-
Total cost
5,094
Valuation
4,444
Voting rights
7.1%
Voting rights held by all Albion managed funds
14.9%
Basis of valuation
Revenue multiple
Audited results for the year ended:
31 December
2023
31 December
2022
£’000
£’000
Turnover
28,829
33,762
LBITDA
(11,105)
(8,841)
Loss before tax
(11,225)
(9,054)
Net assets
9,486
9,967
Investment information
£’000
Income recognised in the year
-
Total cost
4,017
Valuation
4,432
Voting rights
5.2%
Voting rights held by all Albion managed funds
17.9%
Basis of valuation
Cost and price of recent
investment (calibrated and
reviewed for impairment)
www.panaseer.com
www.runa.io
Albion Enterprise VCT PLC
36
Portfolio companies
Governance
The following are the Directors of the Company, all of whom operate in a non-executive capacity:
THE BOARD OF DIRECTORS
The Board provides a wide range of relevant experience and skills. Each member
of the Board has demonstrated sufficient time capacity to meet the commitments
required in preparing for, attending and participating in periodic Board meetings and
for all the activities that take place between formal Board meetings as an important
part of the process of oversight and constructive challenge from an independent
board of an investment company. The Board works closely together and reviews
succession and allocation of responsibilities on a regular basis.
Ben Larkin
Chair, Independent
Non-Executive Director,
LLB
Appointed
19 December 2024
Christopher Burrows
Independent Non-
Executive Director, MA
Appointed
27 June 2018
Key relevant skills:
•
Leadership skills
•
Business reorganisation skills
•
Corporate governance
Ben is a partner at an international law firm, Jones
Day. He heads up the business reorganisation practice
across Europe. He has spent the majority of his career
advising public and private boards on aspects of
corporate governance and has particular expertise
in the infrastructure and real estate sectors. Recent
mandates include Openfiber (the Italian nationwide
fiber network), Southern Water and HES. Prior to
joining Jones Day, he led the business recovery and
reconstruction division of Berwin Leighton Paisner LLP
for 14 years.
Key relevant skills:
•
Extensive strategy experience in healthcare
•
Leadership consulting
•
Organisation strategy
Christopher gained 35 years experience in
international leadership consulting, executive
search and assessment. Having graduated in
Anthropology from the University of Cambridge,
he started his consulting career with Whitehead
Mann and subsequently became the youngest
partner at Goddard Kay Rogers. He retired from
Russell Reynolds Associates in 2018, having been
a managing director for the last 13 years of his
executive career there. His principal focus was
advising clients & investors on board appointments
and organisation strategy across biotechnology,
MedTech, diagnostics, healthcare services,
pharmaceuticals and digital technologies.
38
Albion Enterprise VCT PLC
GOVERNANCE
The Board of Directors
Philippa Latham
Independent Non-
Executive Director, MA,
MBA, ACIS
Appointed
1 September 2021
Rhodri Whitlock
Chairman of the Audit
and Risk Committee,
Independent Non-
Executive Director
Appointed
19 January 2021
Lord O’Shaughnessy
Independent Non-
Executive Director, MA
(Oxon)
Appointed
19 December 2024
Key relevant skills:
•
Corporate financier
•
Corporate analyst
•
Audit & Risk Committee experience
After graduating in Economics at Cambridge, Philippa
started her career in corporate finance in the City and
has experience in industry as a financial analyst, FCMA
accountant and as a quoted company secretary. She
was a non-executive director from 2005 to 2015 at
James Latham PLC, an AIM listed company, where she
served as the chair of the Audit Committee for seven
years. She currently holds four non-executive director
roles, one of which is Lucy Group Limited where she is
chair of the Audit Committee.
Key relevant skills:
•
Chartered accountant
•
Corporate governance
•
Financial Reporting
•
Valuations
•
Experienced listed and private company auditor
•
Member of the ICAEW’s Audit and Assurance
Faculty Board
•
Member of ICAS’ Corporate & Financial
Reporting Panel
•
Former member of the AIC VCT Technical
Subcommittee
Rhodri is a chartered accountant and has over 25 years’
experience as a partner providing a range of assurance
services and advice to listed and private companies.
During that time Rhodri worked closely with the non-
executive boards of a significant number of investment
and infrastructure funds and also gained considerable
experience of high growth businesses and sectors
including MedTech, FinTech, software as a service,
healthcare and e-commerce. Rhodri served on the AIC’s
VCT technical sub-committee for approximately 7 years.
More recently, Rhodri worked with the independent
regulator, the Financial Reporting Council and now runs
his own consultancy business, HPL Associates Limited
and AQRA Limited. He is also a member of the ICAEW’s
Audit and Assurance Board. Outside of his professional
work, Rhodri is a guest lecturer at the University of
Portsmouth, supporting the academic team with
undergraduate and postgraduate programmes.
Key relevant skills:
•
Extensive background in life-sciences and
healthcare
•
Previous Director of Policy at 10 Downing Street
•
Organisation strategy
Lord O’Shaughnessy has operated at the highest levels
across UK Government, including as a Parliamentary
Under Secretary in the Department for Health & Social
Care with key policy responsibilities including life
sciences; medicines pricing and regulation; preparing
the health and social care sectors for Brexit; and, data,
digital and technology, including cyber security. He
was created a life peer in 2015 taking the title Baron
O’Shaughnessy, of Maidenhead in the Royal County of
Berkshire, and previously served as Director of Policy
in No.10 Downing Street. He is a senior partner at
Newmarket Strategy, a healthcare and life sciences
consultancy, and a Trustee at Health Data Research UK.
All Directors are members of the Audit and Risk
Committee and Rhodri Whitlock is Chairman.
All Directors are members of the Nomination
Committee and Christopher Burrows is Chairman.
All Directors are members of the Remuneration
Committee and Philippa Latham is Chairman.
Christopher Burrows is the Senior Independent
Director.
39
Albion Enterprise VCT PLC
Will Fraser-Allen, BA
(Hons), FCA, has been
managing partner since
2019 and chairs the
investment committee. He
is on the Board of the AIC
and sits on the Venture
Capital Committee of the
BVCA. He joined Albion
in 2001, became deputy
managing partner in
2009. He qualified as a
chartered accountant and
has a BA in History from
Southampton University.
Patrick Reeve, MA,
FCA, was formerly the
managing partner of
Albion Capital and
became chairman in
2019. He was formerly
a director of Albion
Technology and General
VCT, Albion Enterprise
VCT and Albion
Development VCT. He
joined Close Brothers
Group PLC in 1989 before
establishing Albion
Capital in 1996. Patrick
qualified as a chartered
accountant and has an
MA in Modern Languages
from Oxford University.
He is Chair of Albion’s
Valuation Committee
and its Risk Management
Committee.
Dr. Andrew Elder, MA,
FRCS, practised as a
neurosurgeon before
starting his career in
investment. He heads up
the healthcare investment
team and became deputy
managing partner in
2019. He joined Albion
in 2005 and became a
partner in 2009. He has
an MA plus Bachelor of
Medicine and Surgery
from Cambridge
University. He is a Fellow
of the Royal College of
Surgeons (England).
Vikash Hansrani, BA
(Hons), FCA, is a partner
and oversees the finance
and administration of
all funds under Albion’s
management. He is
a member of Albion’s
Valuation Committee
and its Risk Management
Committee. He qualified
as a chartered accountant
with RSM, before joining
Albion in 2010. He has
a BA in Accountancy &
Finance from Nottingham
Business School.
Albion Capital Group LLP, is authorised and regulated by the
Financial Conduct Authority and is the Manager of Albion
Enterprise VCT PLC. Established in 1996, Albion Capital is an
independent investment management firm providing investors
with access to entrepreneurs who build enduring businesses.
The following are specifically responsible for the management
and administration of the Venture Capital Trusts managed
by Albion Capital Group LLP:
THE MANAGER
GOVERNANCE
40
Albion Enterprise VCT PLC
Valerie Aelbrecht, MSc,
MSc, is an investment
manager and joined
Albion in 2022. She was
at Cherry Ventures after
being a founder and
operator for 8 years in
the FoodTech space. She
holds an MSc in Applied
Economics from the
University of Antwerp and
an MSc in International
Business Management
& Entrepreneurship from
Kingston University.
Dr. Leigh Brody, PhD,
joined as Investment
Manager in 2021 and
focuses on transformative
technologies
and therapeutics
opportunities emerging
from UCL. She has over a
decade of experience as
a startup founder, gained
her PhD in Biochemistry
from Imperial College
London, and also holds a
BSc in Biochemistry from
Simmons University.
Adam Chirkowski,
MA (Hons), focuses on
B2B and ClimateTech
investments and became
partner in 2024. Prior to
joining Albion in 2013, he
spent five years working
in corporate finance at
Rothschild. He holds
a first-class degree in
Industrial Economics and
a Masters in Corporate
Strategy and Governance
from Nottingham
University.
Dr. Molly Gilmartin,
BA, is an investment
director and joined in
2022 from McKinsey &
Company. Before that, she
was Chief Commercial
Officer of Induction
Healthcare Group which
completed an IPO on
AIM in 2019. Before
this, she was a founding
team member of start-
up Pando, and an NHS
Clinical Entrepreneur as a
medical doctor.
David Grimm, MSc, is
a partner focusing on
DeepTech investments.
He joined Albion in
2016 as investment
manager and was made
partner in 2023. David
has spent 10 years
investing in early-stage
technology-differentiated
opportunities, including
4 years at Spark Ventures
prior to joining Albion. He
holds an MSc in Natural
Sciences.
Ed Lascelles, BA (Hons),
heads up the technology
investment team. He
joined in 2004 having
started his career advising
public companies and
became a partner in
2009. He holds a first-
class honours degree in
Philosophy from UCL.
Paul Lehair, MSc, MA,
joined Albion in 2019 and
became partner in 2024.
Prior to Albion, he spent
five years at Citymapper.
He also worked at
Viagogo and in M&A
at Citigroup. He holds
a dual Masters’ degree
in European Political
Economy from the LSE
and Political Science and
Sciences Po Paris.
Catriona McDonald,
BA (Hons), specialises
in technology investing.
She joined in 2018 and
became partner in 2024.
Prior to Albion, she came
from Goldman Sachs
where she worked on
IPOs, M&A and leveraged
buyouts in New York and
London. She graduated
from Harvard University,
majoring in Economics.
The Manager
41
Albion Enterprise VCT PLC
Kibriya Rahman, MMath,
is an investment manager
and joined Albion in
2022. He was previously
at Funding Circle and
Formula 1. Before this, he
worked at OC&C Strategy
Consultants. Kibriya
graduated from Oxford
University with an MMath
degree.
Jane Reddin, BA (Hons),
heads up the platform
team. She joined Albion
in 2020 and became
partner in 2022. Prior
to Albion, she spent six
years as Talent Advisor
at Balderton Capital
and then co-founded
The Talent Stack. She
graduated from Durham
University with a BA in
French and German.
Dr. Christoph Ruedig,
MBA, is a partner focusing
on digital health. He
originally practiced
radiology and was
responsible for M&A in
healthcare at GE and
venture capital with 3i.
He joined Albion in 2011
and became a partner in
2014. He holds a degree
in medicine from Ludwig-
Maximilians University
and an MBA from
INSEAD.
Nadine Torbey, MSc,
BEng, became a partner
in 2024 and joined Albion
in 2018 from Berytech
Fund Management.
She holds a BSc in
Electrical and Computer
Engineering from the
American University of
Beirut and an MSc in
Innovation Management
and Entrepreneurship
from Brown University.
Robert Whitby-Smith, BA
(Hons), FCA, is a partner
focusing on software
investing. His background
was in corporate finance
at KPMG, CSFB, and
ING Barings, after
qualifying as a chartered
accountant. He joined
Albion in 2005 and
became a partner in
2009. He graduated from
Reading University with a
BA in History.
Jay Wilson, MBA, MMath,
is a partner focusing on
FinTech. He joined in
2019 from Bain & Co,
where he had been a
consultant since 2016,
and became partner
in 2023. Prior to this
he graduated from the
London Business School
with an MBA having spent
eight years as a broker at
ICAP Securities.
Dr. Marco Yu, PhD,
MRICS, heads up the
renewables team and
became partner in 2023.
Prior to joining Albion in
2007, he qualified as a
Chartered Surveyor with
Bouygues and advised
on large capital projects
with EC Harris. He has a
degree in economics from
University of Cambridge
and a PhD in construction
economics from UCL.
42
Albion Enterprise VCT PLC
The Manager
The United Nations Principles for Responsible Investment (“UN PRI”) is the world’s leading proponent of responsible
investment, working to understand the investment implications of ESG factors and to support its international network
of investor signatories in incorporating these factors into their investment and ownership decisions.
As a signatory of the UN PRI, Albion and the Board recognise that applying the following six principles better aligns
investors with broader objectives of society:
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE (“ESG”) REPORT
Principle 1: to incorporate ESG issues
into investment analysis and decision-
making processes.
Principle 5: to work together to enhance
our effectiveness in implementing the
Principles.
Principle 2: to be active owners and
incorporate ESG issues into our
ownership policies and practices.
Principle 6: to report on our activities
and progress towards implementing the
Principles.
Principle 3: to seek appropriate
disclosure on ESG issues by the entities
in which we invest.
Principle 4: to promote acceptance and
implementation of the Principles within
the investment industry.
The Company’s Manager, Albion Capital Group LLP (“Albion”),
sees sustainable and responsible investment as an integral part
of its investment mandate. In turn, the Board is kept appraised of
ESG issues in both the portfolio and in how Company affairs are
conducted as part of regular Board oversight.
GOVERNANCE
43
Albion Enterprise VCT PLC
The Board and Albion have been conscious in making
a commitment to responsible investment in Albion’s
internal and external processes to ensure alignment
with our fundamental commitment to pursuing long-
term financial returns for our clients. Today we provide
finance for promising companies across technology,
healthcare and renewable energy. Through this, Albion
is directly involved in the oversight and governance
of these investments, including ensuring standards
of reporting and visibility on business practices, all of
which are reported to the Board.
One of the most important drivers of performance is
the quality of the investment portfolio, which goes
beyond the individual valuations and examines the
prospects of each portfolio company and their sectors –
all of which requires a long-term view.
Given the nature of venture capital investment,
Albion is more intimately involved in the affairs of
portfolio companies than typical funds invested in
listed securities. As such, Albion can influence good
governance and behaviour in portfolio companies,
many of which are relatively small without the support
of a larger company’s administration and advisory
infrastructure.
The Company adheres to the principles of the AIC Code
of Corporate Governance and is also aware of other
governance and corporate conduct guidance which it
meets as far as practical. This includes the constitution
of a diversified and independent Board capable of
providing constructive challenge.
ESG considerations are an integrated part of Albion’s
full investment process, designed to create value
for investors and support portfolio companies
in developing sustainable long-term strategies
for portfolio companies. This is reflected in the
transparency of reporting, governance principles
adopted by the Company and the portfolio companies.
Albion integrates ESG across all aspects of the
investment process:
* The ESG BSC is an internal tool used to determine a company’s sustainability risks and opportunities, and track progress over time.
Environmental, Social, and Governance (“ESG”) report
STAGE 1
Screening
STAGE 2
Due diligence
STAGE 1
Screening
STAGE 2
Due diligence
STAGE 3
Stewardship
STAGE 4
Follow ons
STAGE 5
Exit
• Check company
activity against
internal exclusion list
• Gender tags for all
new investment
opportunities
• ESG Due Diligence
Questionnaire
completed pre-
investment
• ESG summary added
to Investment
committee paper
and reviewed
at Investment
committee
• ESG terms included
in Shareholders
Agreement template
• Leverage portfolio
company board
and platform team
to implement ESG
initiatives
• Annual mapping
of company ESG
developments via
ESG Balance Score
Card (“BSC”) and
identify priorities for
year ahead
• Provide and track
ESG support via
Platform team
• 5 ESG hygiene
metrics per company
• Reassess ESG risks
and opportunities
during each round of
funding
• Use new funding
round to check for
improvements
• Support the
company in
demonstrating to
potential investors
how ESG risks have
been mitigated
and opportunities
realised
• To the extent
possible, ensure that
good ESG practices
remain in place
following exit
44
Albion Enterprise VCT PLC
An exclusion list is used to rule out investments in unsustainable, socially
detrimental areas. ESG due diligence is performed on each potential
portfolio company to identify any sustainability risks, which are ranked from
low to high and are reported to the relevant investment committee. Where
risks are identified, mitigations are assessed and, if necessary, mitigation
plans are put in place. If this is not deemed sufficient, the committee would
consider the appropriate level and structure of funding to balance the
associated risks. If this is not possible, investment committee approval will
not be provided, and the investment will not proceed.
Albion’s investment deal documents include a sustainability clause that
reinforces an individual portfolio company’s commitment to driving
principles of ESG as it scales.
An ESG clause is integrated into the template of the shareholders
agreement for all new investments, which outlines the portfolio company’s
commitment to combine economic success with ecological and social
success.
All new and existing portfolio companies are asked to report against an ESG
BSC annually. It contains sustainability factors (such as whether or not the
portfolio company has policies or strategies relating to the environment,
carbon emissions or achieving net zero) against which a portfolio company
is assessed and scored in order to determine the potential sustainability risks
and opportunities arising from the investment. The ESG BSC results form
part of Albion’s internal risk review meetings and any outstanding issues are
addressed in collaboration with the portfolio companies with key priority
improvement areas identified for the year ahead.
Albion aims to ensure that good ESG practices remain in place following
exit by, for example, ensuring that the portfolio company creates a self-
sustaining ESG management system during our period of ownership,
wherever feasible.
PRE-INVESTMENT STAGE
INVESTMENT STAGE
EXIT STAGE
Environmental, Social, and Governance (“ESG”) report
45
Albion Enterprise VCT PLC
Below is an overview of Albion’s ESG activity during the reporting period:
ENVIRONMENTAL
• Greenly platform has been
deployed to calculate our
emissions for the second year
• Albion’s supplier data is now
captured for more accurate
reporting
• Ongoing work to build a
sustainability framework
SOCIAL
• Fair HQ D&I score increased
to achieve a score of 7/10
• Two ongoing, high impact
social initiatives:
1. Albion’s Social Outreach
team has directly
supported 40 young people
from underprivileged
backgrounds
2. Radia Accelerator
programme returned for the
second year to support 14
women entrepreneurs
GOVERNANCE
• 2 women joined the Albion
Partnership
• Strong UN PRI score with
4 out of 5 stars for all core
modules
Signatories
As a signatory of UN Principles for Responsible Investment (“UN PRI”) Albion is committed to the six key principles
to incorporate ESG into investment practice.
Albion is a member of VentureESG steering committee, a venture capital-based non-profit initiative to push the
industry on ESG best practices. The current group consists of 300 venture funds and 90 limited partners globally,
who work to make ESG a standard part of the due diligence, portfolio stewardship and internal fund management.
Albion is a proud signatory of the Investing in Women Code and commits to adopt internal practices that aim to
improve female entrepreneurs’ access to the tools, resources and finance required to scale their companies.
The Manager’s ESG initiatives
Albion is guided by the following ESG principles:
Build sustainably: Recognising that the most
successful businesses are those that prioritise
sustainability, we are committed to driving change and
constantly evolving our practices.
Invest responsibly: ESG considerations are entrenched
in our investment process and internal operations to
create lasting value for all stakeholders.
Contribute positively: We’re always motivated to do
better through involvement with external initiatives
devoted to driving new industry standards and societal
outcomes.
Environmental, Social, and Governance (“ESG”) report
46
Albion Enterprise VCT PLC
DIRECTORS’ REPORT
47
Albion Enterprise VCT PLC
GOVERNANCE
pari passu for voting rights and each ordinary share is
entitled to one vote. The Directors are not aware of any
restrictions on the transfer of shares or on voting rights.
Shareholders are entitled to receive dividends and
the return of capital on winding up or other return
of capital based on the surpluses attributable to the
shares.
Issue and buy-back of ordinary shares
During the year the Company issued a total of
132,745,981 ordinary shares (2024: 13,007,087
ordinary shares) of which 112,097,051 shares (2024:
nil) were issued as part of the merger with Albion
Development VCT PLC, 17,182,147 ordinary shares
(2024: 11,765,203 ordinary shares) were issued under
the terms of the Albion VCTs Prospectus Top Up Offers,
and 3,466,783 ordinary shares (2024: 826,009 ordinary
shares) under the Company’s Dividend Reinvestment
Scheme (details of which can be found on www.
albion.capital/vct-funds/AAEV under the Dividend
Reinvestment Scheme section).
Your Board, in conjunction with the boards of the other
VCTs managed by Albion Capital Group LLP, published
a Prospectus Top Up Offer of new ordinary shares on
12 November 2024. The Offer launched to applications
on 6 January 2025 and closed on 27 February 2025
having been fully subscribed. The amount raised by the
Company was £20 million. Further details can be found
in note 17.
The Company operates a policy of buying back shares
either for cancellation or for holding in treasury. The
reasons the Company makes market purchases of its
own shares is to enhance liquidity of the Company’s
shares and to seek to manage the level and volatility
of the discount of Net Asset Value at which the
Company’s shares may trade. During the year, the
Company purchased 3,341,893 ordinary shares for a
total of £3,701,000 for cancellation and 1,572,785 for
a total of £1,966,000 to be held in treasury.
At the AGM held in September 2024 shareholders
authorised the Company to purchase in the market
up to 19,308,128 shares or, if lower, such number of
ordinary shares representing 14.99% of the issued
ordinary share capital of the Company as at the date of
The Directors submit their Annual Report and the
audited Financial Statements on the affairs of the
Company for the year ended 31 March 2025. The
Statement of corporate governance on pages 56 to 64
forms a part of the Directors’ report.
BUSINESS REVIEW
Principal activity and status
The principal activity of the Company is that of a
Venture Capital Trust. It has been approved by H.M.
Revenue & Customs (“HMRC”) as a Venture Capital
Trust in accordance with the Income Tax Act 2007
and, in the opinion of the Directors, the Company has
conducted its affairs so as to enable it to continue to
obtain such approval. In order to maintain its status
under Venture Capital Trust legislation, a VCT must
comply on a continuing basis with the provisions
of Section 274 of the Income Tax Act 2007 and
further details of this can be found on page 49 of this
Directors’ report.
The Company is not a close company for taxation
purposes and its shares are listed on the official list of
the London Stock Exchange.
Under current tax legislation, shares in the Company
provide tax-free capital growth and income distribution,
in addition to the income and capital gains tax relief
some investors would have obtained when they
invested in the share offers.
Capital structure
Details of the issued share capital, together with details
of the movements in the Company’s issued share
capital during the year are shown in note 17.
Ordinary shares represent 100% of the total share
capital and voting rights. The ordinary shares are
designed for individuals who are seeking, over the long
term, investment exposure to a diversified portfolio of
unquoted investments. The investments are spread
over a number of sectors, to produce a regular and
predictable source of income, combined with the
prospect of longer term capital growth.
All ordinary shares (except for treasury shares, which
have no right to dividend and no voting rights) rank
48
Albion Enterprise VCT PLC
considered the company’s liquidity and solvency. At
the year end and at the date of issuing this report, the
VCT has significant liquid resources, the majority of
which are represented by accessible bank balances.
The major cash outflows of the Company (namely
investments, share buy-backs and dividends) are
within the Company’s control. Cash flow forecasts
are discussed quarterly at Board level with regards to
the going concern. The cash flow forecasts have been
updated and stress tested, which included assessing
the resilience of portfolio companies, incorporating the
requirement for any future financial support, including
proceeds from investment disposals only when there
is a high probability of completion, and evaluating
the impact of high inflation within the Company.
The Company’s policies for managing its capital and
financial risks are shown in note 19 and include the
Board’s assessment of areas including liquidity risk,
credit risk and price risk. The Company’s business
activities, together with details of its performance are
shown in the Strategic report and this Directors’ report.
Furthermore, the VCT has a well diversified portfolio of
investments in terms of sector and stage of investment.
Based on this evaluation, the Directors have a reasonable
expectation that the VCT has adequate resources and
will be in compliance with key laws and regulations to
remain in operational existence for a period of at least
twelve months from the date of approval of the financial
statements. Consequently, the Directors consider it is
appropriate to continue to use the going concern basis in
preparing these financial statements.
Post balance sheet events
Details of events that have occurred since 31 March
2025 are shown in note 21.
Principal risks and uncertainties
A summary of the principal risks faced by the Company
is set out on pages 22 to 26 of the Strategic report.
the AGM which equated to 19,370,562. As at 31 March
2025, this remained effective in respect of 15,514,732
shares; the authority will lapse at the conclusion of
the Annual General Meeting of the Company on 10
September 2025. Details regarding the current buy-
back policy can be found in the Chairman’s statement
on page 13 and details on share buy-backs during the
year can be found in note 17.
Substantial interests and shareholder profile
As at 31 March 2025 and at the date of this report, the
Company was not aware of any shareholder who had
a beneficial interest exceeding 3% of the voting rights.
There have been no disclosures in accordance with
Disclosure Guidance and Transparency Rule 5 made to
the Company during the year ended 31 March 2025,
and to the date of this report.
Results and dividends
Detailed information on the results and dividends for
the year ended 31 March 2025 can be found in the
Strategic report on pages 15 and 16.
Future developments of the business
Details on the future developments of the Company
can be found in the Chairman’s statement on page 13
and Strategic report on pages 16 and 17.
Going concern
In accordance with the Guidance on the Going Concern
Basis of Accounting and related Reporting (including
Solvency and Liquidity Risks) issued by the Financial
Reporting Council (“FRC”) in February 2025, the Board
has assessed the Company’s ability to continue to
operate as a going concern.
When making their assessment, the Board had regard
to the operational, economic and regulatory risks
as set out on pages 22 to 26 of the Strategic Report
and the company’s ability to navigate those risks
over the next twelve months. Furthermore the Board
49
Albion Enterprise VCT PLC
VCT regulation
The investment policy is designed to ensure that the Company continues to qualify and is approved as a VCT by
HMRC. In order to maintain its status under Venture Capital Trust legislation, a VCT must comply on a continuing
basis with the provisions of Section 274 of the Income Tax Act 2007 as follows:
1
the Company’s income must be derived wholly or mainly from shares and securities;
2
at least 80% of the HMRC value of its investments must have been represented throughout the year by
shares or securities that are classified as ‘qualifying holdings’;
3
at least 70% by HMRC value of its total qualifying holdings must have been represented throughout the
year by holdings of ‘eligible shares’. Investments made before 6 April 2018 from funds raised before 6 April
2011 are excluded from this requirement;
4
at least 30% of funds raised in accounting periods beginning on or after 6 April 2018 must be invested in
qualifying holdings by the anniversary of the end of the accounting period in which the funds were raised;
5
at the time of investment, or addition to an investment, the Company’s holdings in any one company
(other than another VCT) must not have exceeded 15% by HMRC value of its investments;
6
the Company must not have retained greater than 15% of its income earned in the year from shares and
securities;
7
the Company’s shares, throughout the year, must have been listed on a regulated market;
8
an investment in any company must not cause that company to receive more than £5 million in State aid
risk finance in the 12 months up to the date of the investment, nor more than £12 million in total (the
limits are £10 million and £20 million respectively for a ‘knowledge intensive’ company);
9
the Company must not invest in a company whose trade is more than seven years old (ten years for a
‘knowledge intensive’ company) unless the company previously received State aid risk finance in its first
seven years, or the company is entering a new market and a turnover test is satisfied;
10
the Company’s investment in another company must not be used to acquire another business, or shares in
another company; and
11
the Company may only make qualifying investments or certain non-qualifying investments permitted by
Section 274 of the Income Tax Act 2007.
Directors’ report
These tests drive a spread of investment risk through
preventing holdings of more than 15% by HMRC value
in any portfolio company. The tests have been carried
out and independently reviewed for the year ended 31
March 2025. The Company has complied with all tests
and continues to do so.
‘Qualifying holdings’ include shares or securities
(including unsecured loans with a five year or greater
maturity period) in companies which have a permanent
establishment in the UK and operate a ‘qualifying trade’
wholly or mainly in the UK. The investment must bear a
sufficient level of risk to meet a risk-to-capital condition.
Eligible shares must comprise at least 10% by HMRC
value of the total of the shares and securities that the
Company holds in any one portfolio company. ‘Qualifying
trade’ excludes, amongst other sectors, dealing in
property or shares and securities, insurance, banking and
agriculture. Details of the sectors in which the Company
is invested can be found in the pie chart on page 14.
A ‘knowledge intensive’ company is one which is
carrying out significant amounts of R&D from which
the greater part of its business will be derived, or where
those R&D activities are being carried out by staff with
certain higher educational attainments.
Portfolio company gross assets must not exceed £15
million immediately prior to the investment and £16
million immediately thereafter.
As at 31 March 2025, the HMRC value of the Company’s
qualifying investments (which includes a 12 month
disregard for disposals) was 100.00% (2024: 93.08%).
The Board continues to monitor this and all the VCT
qualification requirements very carefully in order to
ensure that all requirements are met and that qualifying
investments comfortably exceed the current minimum
threshold of 80% required for the Company to continue
to benefit from VCT tax status. The Board and Manager
are confident that the qualifying requirements can be
met during the course of the year ahead.
50
Environment
The management and administration of the
Company is undertaken by the Manager. Albion
Capital Group LLP recognises the importance of its
environmental responsibilities, monitors its impact
on the environment, and designs and implements
policies to reduce any damage that might be caused
by its activities. Initiatives designed to minimise
the Manager’s impact on the environment include
recycling, favouring digital over printing and reducing
energy consumption. Further details can be found in
the Environmental, Social, and Governance (“ESG”)
report on pages 43 to 46.
Global greenhouse gas emissions
The Company qualifies as a low energy user with
regards to greenhouse gas emissions and therefore is
not required to report emissions from its operations,
nor does it have responsibility for any other emissions
producing sources under the Companies Act 2006
(Strategic Report and Directors’ Reports) Regulations
2013, including those within our underlying investment
portfolio. Therefore, the Company is outside of the
scope of Streamlined Energy Carbon Reporting.
Anti-bribery
The Company has a zero tolerance approach to bribery,
and will not tolerate bribery under any circumstances in
any transaction the Company is involved in.
The Manager reviews the anti-bribery policies and
procedures of all portfolio companies.
Anti-facilitation of tax evasion
The Company has a zero tolerance approach with
regards to the facilitation of criminal tax evasion and
has a robust risk assessment procedure in place to
Directors’ report
Number of
Board members
Percentage
of the Board
Senior Board
Position
Gender Identity
Men
4
80%
2
Women
1
20%
-
Not specified/prefer not to say
-
-
-
ensure compliance. The Board reviews this policy and
the prevention procedures in place for all associates on
a regular basis.
Diversity
The Board’s policy on the recruitment of new Directors is
to attract a range of backgrounds, skills and experience
and to ensure that appointments are made on the
grounds of merit against clear and objective criteria
and bear in mind gender and other diversity within the
Board. This policy also extends to the recruitment of new
Directors for the Audit & Risk Committee, Nomination
Committee and Remuneration Committee. The key
objective of this diversity policy is to ensure that the
Board and other committees, have representation from
women and minority ethnic backgrounds whilst ensuring
the best composition of skills.
The Board is required to disclose their compliance in
relation to the targets on board diversity set out under
paragraph 6.6.6R (9) of the UK Listing Rules (and
corresponding AIC guidance). These are as follows:
(i) at least 40% of the individuals on the Board of
Directors are women;
(ii) at least one of the senior positions on the Board
of Directors is held by a woman; and
(iii) at least one individual on the Board of Directors
is from a minority ethnic background.
The Board of Directors self-reported their gender
identity and ethnic background, which offered each
of the categories noted in the table below, along with
the additional option to indicate an ‘other category’,
should they wish to do so. As there are no executive
management positions, this information has not been
included in the table below.
As at 31 March 2025, the breakdown of the gender identity and ethnic background of the five members of the
Board is as follows:
51
Number of
Board members
Percentage
of the Board
Senior Board
position
Ethnic Background
White British or other White (including minority-white
groups)
5
100%
2
Mixed/Multiple Ethnic Groups
-
-
-
Asian/Asian British
-
-
-
Black/African/Caribbean/Black British
-
-
-
Other ethnic group, including Arab
-
-
-
Not specified/prefer not to say
-
-
-
The Board notes that they did not meet any of the
three targets (2024: none of the three targets). The
Company has not met the first target that at least
40% of the individuals on the Board of Directors are
women. Appointments made during the year were as
a result of the merger with Albion Development VCT
PLC and did not result in any additional women joining
the Board. The Company has not met the second
target that at least one of the senior positions on the
Board of Directors is held by a woman. This is because
the Company does not have the senior positions
of a chief executive or chief financial officer and
therefore due to the small size of the Board, changes
in board membership have a much greater impact on
representation. The Company also does not currently
have any Directors from a minority ethnic background.
On future succession and recruitment of members of
the Board, the gender diversity in senior positions, as
well as ethnic background will be considered.
More details on the Directors can be found in the Board
of Directors section on pages 38 and 39.
Packaged Retail and Insurance-based
Investment Products (“PRIIPs”)
Investors should be aware that the PRIIPs Regulation
requires the Manager, as PRIIP manufacturer, to
prepare a Key Information Document (“KID”) in respect
of the Company. This KID must be made available
by the Manager to retail investors prior to them
making any investment decision and is available on
the Company’s webpage on the Manager’s website.
The Company is not responsible for the information
required to be contained in the KID and investors
should note that the procedures for calculating the
risks, costs and potential returns are prescribed by the
law. The figures in the KID may not reflect the expected
returns for the Company and anticipated performance
returns cannot be guaranteed.
Directors’ report
Alternative Investment Fund Managers
Directive (“AIFMD”)
Under the Alternative Investment Fund Manager
Regulations 2013 (as amended) the Company is a UK
AIF and the Manager is a full scope UK AIFM. Ocorian
Depositary (UK) Limited provides depositary services
under the AIFMD.
Material changes to information required to be made
available to investors of the Company
The AIFMD outlines the required information which
has to be made available to investors prior to investing
in an AIF and directs that material changes to this
information be disclosed in the Annual Report of the
AIF. There were no material changes in the year.
Assets of the Company subject to special arrangements
arising from their illiquid nature
There are no assets of the Company which are subject
to special arrangements arising from their illiquid
nature.
Remuneration (unaudited)
The Manager has a remuneration policy which meets
the requirements of the AIFMD Remuneration Code
and associated Financial Conduct Authority guidance.
The remuneration disclosures for the AIFM’s most
recent reporting period are available on the Company’s
webpage on the Manager’s website.
Employees
The Company is managed by Albion Capital Group
LLP and hence has no employees. The Board consists
solely of independent non-executive Directors, who are
considered key management personnel.
Directors
The Directors who held office throughout the year, and
their interests in the shares of the Company (together
with those of their persons closely associated) are shown
in the Directors’ remuneration report on page 67.
Albion Enterprise VCT PLC
52
Albion Enterprise VCT PLC
Directors’ report
Annual General Meeting
The Company’s Annual General Meeting (“AGM”)
will be held virtually at noon on 10 September 2025.
Information on how to participate in the live webcast
can be found on the Manager’s website at www.
albion.capital/vct-funds/AAEV.
The AGM will include a presentation from the Manager,
the answering of questions relating to the business
being dealt with at the meeting received from
shareholders and the formal business of the AGM,
which includes voting on the resolutions proposed by
the Board. The Chairman will elect at the Meeting that
voting on the resolutions will take place by way of a
poll. Registration details for the webcast will be emailed
to shareholders and will be available at www.albion.
capital/vct-funds/AAEV prior to the AGM.
The Board welcomes questions from shareholders
relating to the business being dealt with at the AGM
and shareholders will be able to ask questions using
the Lumi platform during the AGM. Alternatively,
shareholders can email their questions to AAEVchair@
albion.capital prior to the Meeting. Questions asked
will be answered during the Meeting as far as possible.
Shareholders will be able to vote during the Meeting
using the Lumi platform. Shareholders are encouraged
to complete and return proxy cards in advance of the
AGM but those participating in the Meeting will be
able to cast their votes through the Lumi platform
once the Chairman declares the poll open.
The results of the poll held at the AGM will be
announced through a Regulatory Information Service
and will be published on the Company’s webpage
on the Manager’s website at www.albion.capital/
vct-funds/AAEV as soon as reasonably practicable
following the Meeting.
Directors’ indemnity
Each Director has entered into a Deed of Indemnity
with the Company which indemnifies each Director,
subject to the provisions of the Companies Act 2006
and the limitations set out in each deed, against
any liability arising out of any claim made against
themselves in relation to the performance of their
duties as a Director of the Company. A copy of each
Deed of Indemnity entered into by the Company with
each Director is available at the registered office of
the Company. The Company also has Directors’ &
Officers’ Liability Insurance in place. Further details
of this can be found in the Director’s remuneration
report on page 67.
Re-election and election of Directors
The AIC Code recommends that all Directors submit
themselves for re-election annually, therefore in
accordance with the AIC Code, Christopher Burrows,
Philippa Latham, and Rhodri Whitlock will offer
themselves for re-election. As Ben Larkin and James
O’Shaughnessy have been appointed since the last AGM,
they will be subject to election at the forthcoming AGM.
Advising ordinary retail investors
The Company currently conducts its affairs so
that its shares can be recommended by financial
intermediaries to ordinary retail investors in
accordance with the FCA’s rules in relation to non-
mainstream investment products and intends to
continue to do so for the foreseeable future. The
FCA’s restrictions which apply to non-mainstream
investment products do not apply to the Company’s
shares because they are shares in a Venture Capital
Trust which, for the purposes of the rules relating to
non-mainstream investment products, are excluded
securities and may be promoted to ordinary retail
investors without restriction.
Investment and co-investment
The Company co-invests with other Albion Capital
Group LLP managed funds. Allocation of investments
among Albion managed VCTs is on the basis of an
allocation agreement which is based, inter alia, on
the ratio of cash available for investment in each of
the entities and the HMRC VCT qualifying tests.
Auditor
The Audit and Risk Committee annually reviews and
evaluates the standard and quality of service provided
by the Auditor, as well as value for money in the
provision of these services. A resolution to reappoint
Johnston Carmichael LLP will be put to the AGM.
53
Albion Enterprise VCT PLC
Annual General Meeting (continued)
Shareholders’ views are important, and the Board
encourages shareholders to vote on the resolutions.
You can cast your vote by using the proxy form
enclosed with this Annual Report or electronically
at www.eproxyappointment.com. The Board has
carefully considered the business to be approved at
the AGM and recommends shareholders to vote in
favour of all the resolutions being proposed.
Full details of the business to be conducted at the AGM
are given in the Notice of AGM on pages 101 to 104.
The ordinary business resolutions 1 to 9 includes
receiving and adopting the Company’s accounts, to
approve the Directors’ annual remuneration report, to
elect or re-elect Directors, and to reappoint Johnston
Carmichael LLP as auditor for the next year end and
to agree their remuneration.
Resolutions relating to the following items of special
business will be proposed at the forthcoming AGM
for which shareholder approval is required in order
to comply either with the Companies Act or the
Company’s articles of association. The authorities
relating to the allotment of shares, the disapplication
of pre-emption rights and the purchase of own shares
will replace the authorities given to the Directors
at the 2024 AGM and/or at the general meeting
of the Company held on 11 December 2024. The
authorities sought at the forthcoming AGM in relation
to these will expire 15 months from the date that
the resolution is passed or at the conclusion of the
next AGM of the Company, whichever is earlier. The
authority relating to the continued operation of the
Company’s dividend reinvestment scheme relates
to all dividends that may be declared on the Shares
within the period from the passing of the relevant
ordinary resolution and ending at the conclusion of
the fifth AGM of the Company to be held following the
date of the forthcoming AGM.
Authority to allot shares
Ordinary resolution number 10 will request the
authority to allot up to an aggregate nominal amount
of £515,693 representing approximately 20% of the
issued ordinary share capital of the Company as at
the date of this report.
During the financial year, ordinary shares were
allotted as described in note 17.
Authority to continue the dividend
reinvestment scheme and to allot shares under
that scheme
Ordinary resolution number 11 will request shareholder
authority to continue to apply the Company’s
dividend re-investment scheme on the current terms
and conditions of that scheme (as set out on the
Company’s webpage on www.albion.capital/vct-funds/
AAEV and apply such scheme to all dividends that may
be declared on the Shares within the period from the
passing of ordinary resolution number 11 and ending
at the conclusion of the fifth AGM of the Company to
be held following the date of the forthcoming AGM,
and pursuant to that scheme to allot ordinary shares
up to an aggregate nominal amount of £257,847
representing approximately 10% of the issued ordinary
share capital of the Company as at the date of the
Notice of AGM. This authority to allot is in addition to
the authority set out in ordinary resolution number 9.
The Board continues to believe that it is beneficial for
the Company to be able to satisfy the payment of
dividends by the issue to shareholders of new ordinary
shares and this resolution seeks authority from
shareholders to do so.
During the financial year, ordinary shares were
allotted under the dividend reinvestment scheme as
described in detail in note 17.
In relation to the authorities referred to above, the
Directors’ current intention is to allot shares under
any Albion VCTs Top Up Offers and the dividend
reinvestment scheme. The Company currently holds
18,185,333 ordinary shares in treasury (which
represents 7.1% of the total ordinary share capital in
issue as at the date of this report).
Disapplication of pre-emption rights
Special resolution number 12 will request the authority
for the Directors to allot equity securities for cash
without first being required to offer such securities to
existing members. This will include the sale on a non
pre-emptive basis of any shares the Company holds in
treasury for cash. The authority relates to a maximum
aggregate of £515,693 of the nominal value of the
share capital representing approximately 20% of the
issued ordinary share capital of the Company as at the
date of the Notice of AGM.
Directors’ report
54
Albion Enterprise VCT PLC
Disclosure of information to Auditor
In the case of the persons who are Directors of the
Company at the date of approval of this report:
•
so far as each of the Directors are aware, there
is no relevant audit information of which the
Company’s Auditor is unaware; and
•
each of the Directors has taken all the steps
that they ought to have taken as a Director to
make themselves aware of any relevant audit
information and to establish that the Company’s
Auditor is aware of that information.
This disclosure is given and should be interpreted in
accordance with the provisions of Section 418 of the
Companies Act 2006.
For and on behalf of the Board
Ben Larkin
Chairman
22 July 2025
Annual General Meeting (continued)
Purchase of own shares
Special resolution number 13 will request the authority
to purchase 14.99% of the Company’s issued ordinary
share capital at, or between, the minimum and
maximum prices specified in resolution 13. Ordinary
shares bought back under this authority may be
cancelled or held in treasury.
The Board believes that it is helpful for the Company
to continue to have the flexibility to buy its own
ordinary shares and this resolution seeks authority
from shareholders to do so. Details of share buy-backs
during the financial year can be found in note 17.
Recommendation
The Board believes that the passing of the resolutions
above is in the best interests of the Company
and its shareholders as a whole and unanimously
recommends that you vote in favour of these
resolutions, as the Directors intend to do in respect of
their own shareholdings.
Directors’ report
The Directors are responsible for preparing the Annual
Report and Financial Statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare
Financial Statements for each financial year. Under
that law the Directors have elected to prepare the
Company’s Financial Statements in accordance with
United Kingdom Generally Accepted Accounting
Practice (“UK GAAP”) (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 period.
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 UK GAAP 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 Directors’ report, a Strategic 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 Financial Statements, taken as
a whole are fair, balanced, and understandable and
provides 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 Financial Statements are made available
on a website. Financial Statements are published on
the Company’s webpage on the Manager’s website
(www.albion.capital/vct-funds/AAEV) 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 Manager’s
website is, so far as it relates to the Company, the
responsibility of the Manager.
The work carried out by the Auditor does not involve
consideration of the maintenance and integrity of
the website and, accordingly, the Auditor accepts no
responsibility for any changes that have occurred to the
Financial Statements since they were initially presented
on the website.
Directors’ responsibilities pursuant to Disclosure
Guidance and Transparency Rule 4 of the UK
Listing Authority
The Directors confirm to the best of their knowledge:
•
The Financial Statements which have been
prepared in accordance with UK GAAP and give a
true and fair view of the assets, liabilities, financial
position and profit or 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; and
•
The Annual Report and Financial Statements
taken as a whole is fair, balanced and
understandable and provides the information
necessary for shareholders to assess the
Company’s position and performance, business
model and strategy.
For and on behalf of the Board
Ben Larkin
Chairman
22 July 2025
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
55
Albion Enterprise VCT PLC
GOVERNANCE
Background
The Financial Conduct Authority requires all companies
listed on a regulated market to disclose how they have
applied the principles and complied with the provisions
of the UK Corporate Governance Code (the “Code”)
issued by the Financial Reporting Council (“FRC”) in
2018.
The Board has considered the Principles and Provisions
of the AIC Code of Corporate Governance (“AIC Code”).
The AIC Code addresses the Principles and Provisions
set out in the Code, as well as setting out additional
Provisions on issues that are of specific relevance
to the Company and other investment companies.
Closed-ended investment companies have particular
factors which have an impact on their governance
arrangements, principally from four features:
outsourcing their day-to-day activities to external
service providers and being governed by boards of non-
executive directors; the importance of the Manager in
the outsourcing compared to a typical supplier; having
no executive directors or employees and consequently
no executive remuneration packages; and no customers
in the traditional sense, only shareholders.
The Board considers that reporting against the
Principles and Provisions of the AIC Code, which has
been endorsed by the FRC, provides more relevant
information to shareholders. The Company has applied
the Principles and complied with the Provisions of the
AIC Code, other than the AIC Corporate Governance
Code Provision 24. Non-compliance of this provision
is explained in the ‘Board of Directors’ section below,
however following the year end, the Directors have
agreed a policy for the tenure of the Chair, and now
comply with Provision 24 of the Code. A table providing
further explanations of how the Company has applied
the Principles of the AIC Code during the year is
available in the Corporate governance section of the
Company’s webpage on the Manager’s website, www.
albion.capital/vct-funds/AAEV.
The AIC Code is available on the AIC website (www.
theaic.co.uk). It includes an explanation of how the AIC
Code adapts the Principles and Provisions set out in the
Code to make them relevant for investment companies.
Board of Directors
The Board consists solely of non-executive Directors.
Ben Larkin is the Chairman of the Board, Rhodri
Whitlock is the Chairman of the Audit and Risk
Committee, Christopher Burrows is Chairman of the
Nomination Committee and is the Senior Independent
Director and Philippa Latham is the Chairman of
the Remuneration Committee. All Directors are non-
executive and day-to-day management responsibilities
are sub-contracted to the Manager.
During the year ended 31 March 2025, the Board did
not have a policy of limiting the tenure of any Director,
including for that of the Chair. Following the year end,
and having regard to the AIC’s recommendation on
tenure, the Board have agreed to a policy of limiting
the tenure of Directors to nine years. The AIC Corporate
Governance Code Provision 24 supplementary guidance
states that a more flexible approach to Chair tenure will
help companies manage succession planning, whilst
at the same time still address the need for regular
refreshment and diversity. Therefore, after the year end
the Board agreed the policy on the tenure for the Chair
is to limit their time as Chair to nine years, with the
option to extend by a further two years in exceptional
circumstances where it is deemed beneficial for
the Company. This policy will help ensure sufficient
succession planning, maintaining sufficient corporate
memory and experience to the Board as required.
There are no Directors on the Board with a tenure
of over nine years. Following the merger with Albion
Development VCT PLC, the Board have decided to treat
their appointment date as their original appointment
date to Albion Development VCT PLC for the purposes
of calculating their tenure as a Director. Therefore,
Ben Larkin will reach his nine year tenure as a Director
in December 2025. The Board have concluded that
following the merger between Albion Enterprise VCT
PLC and Albion Development VCT PLC, the Company is
in a period of transition where continuity is important,
and the skills and experience Ben brings will be
invaluable and of benefit to shareholders, the Board
have considered these to be exceptional circumstances,
and therefore under its policy will extend his tenure by
56
Albion Enterprise VCT PLC
GOVERNANCE
STATEMENT OF CORPORATE GOVERNANCE
up to a further 2 years, subject to annual shareholder
elections/re-elections.
The AIC Code requires that all Directors submit
themselves for re-election annually, therefore in
accordance with the AIC Code, Christopher Burrows,
Philippa Latham, and Rhodri Whitlock will offer
themselves for re-election. As Ben Larkin and James
O’Shaughnessy have been appointed since the last AGM,
they will be subject to election at the forthcoming AGM.
The Directors have a range of business and financial
skills, including serving on the boards of other investment
companies, which are relevant to the Company; these
are described in the Board of Directors section of this
report on pages 38 and 39. All of the Directors have
demonstrated that they have sufficient time, skill and
experience to acquit their Board responsibilities and
to work together effectively. Directors are provided
with key information on the Company’s activities,
including regulatory and statutory requirements, by
the Manager. The Manager additionally provides them
with an Internal Controls Report, which enables the
Board to consider the effectiveness of the Manager’s
risk management system. The Board have reviewed
this report for the year ended 31 March 2025 and are
satisfied with the assessment. The Board has access
to secretarial advice and compliance services by the
Manager, who is responsible for ensuring that Board
procedures are followed and applicable procedures
complied with. All Directors are able to take independent
professional advice in furtherance of their duties if
necessary. The Company has in place Directors’ &
Officers’ Liability Insurance.
The Directors consider membership of the Board is
diverse in relation to experience and balance of skills.
Further details on diversity can be found on pages
50 and 51. Further details on the recruitment of new
directors can be found in the Nomination Committee
section on page 61.
The Board met four times during the year as part of its
regular programme of quarterly Board meetings. The
following table sets out the Directors’ attendance at
Board and Committee meetings during the year ended
31 March 2025, with the number of meetings each
Director was eligible to attend in brackets. As Ben Larkin
and James O’Shaughnessy joined the Board on 19
December 2024, they were not eligible to attend all of
the Company’s meetings in the year, however they each
attended all four of the regular quarterly Board meetings
for Albion Development VCT PLC (“AADV”) in 2024.
A sub-committee of the Board comprising at least
two Directors met during the year to allot shares
issued under the Dividend Reinvestment Scheme.
The Board met a number of times to discuss and
approve the Circular relating to the merger and the
terms and contents of the Offer Documents under the
Albion VCTs’ Prospectus Top Up Offers. Various Board
members also engaged with the Manager and other
service providers to the Company during the course
of the year in furtherance of their duties, as well as
regular contact between individual members of the
Board. Representatives of the Manager attend all
Board meetings and participate in Board discussions,
other than on matters where there might be a
perceived conflict of interest between the Manager
and the Company. During the course of the year, the
Nomination and Remuneration Committees had a
series of meetings to discuss proposed changes to
board membership and remuneration.
The Chairman ensures that all Directors receive, in a
timely manner, all relevant management, regulatory
and financial information. The Board receives and
considers reports regularly from the Manager and
other key advisers, and ad hoc reports and information
are supplied to the Board as required. The Board has
a formal schedule of matters reserved for it and the
agreement between the Company and its Manager sets
Board
Audit and Risk
Committee
Nomination
Committee
Remuneration
Committee
Ben Larkin (appointed 19 December 2024)
1 (1)
0 (0)
0 (0)
0 (0)
Christopher Burrows
7 (7)
2 (2)
2 (2)
1 (1)
Philippa Latham
7 (7)
2 (2)
2 (2)
1 (1)
James O’Shaughnessy (appointed 19 December 2024)
1 (1)
0 (0)
0 (0)
0 (0)
Maxwell Packe (retired 3 September 2024)
3 (3)
1 (1)
1 (1)
1 (1)
Patrick Reeve (retired 19 December 2024)
6 (6)
N/A
N/A
N/A
Rhodri Whitlock
7 (7)
2 (2)
2 (2)
1 (1)
Number of meetings attended during the year (number of meetings eligible to attend)
Albion Enterprise VCT PLC
Statement of corporate governance
57
out the matters over which the Manager has discretion
and limits beyond which Board approval must be sought.
The Manager has discretion with the support of
the Board over the management of the investment
portfolio, the organisation of custodial services,
accounting, secretarial and administrative services,
all of which are subject to Board oversight. The main
issues reserved for the Board include:
•
the appointment, evaluation, remuneration and
removal of the Manager;
•
the consideration and approval of future
developments or changes to the investment
policy, including risk and asset allocation;
•
consideration of corporate strategy and
corporate events that arise;
•
application of the principles of the AIC Code,
corporate governance and risk management and
internal control framework;
•
review of sub-committee recommendations,
including the recommendation to shareholders for
the appointment and remuneration of the Auditor;
•
approving the Annual Report and Financial
Statements, the Half-yearly Financial Report,
the Interim Management Statements (which
the Company will continue to publish), net
asset value updates (where required), and the
associated announcements;
•
approval of the dividend policy and payments of
appropriate dividends to shareholders;
•
the performance of the Company, including
monitoring of the discount of share price to the
net asset value;
•
share buy-back and treasury share policies;
•
participation in Dividend Reinvestment Schemes
and Top Up Offers; and
•
monitoring shareholder profile and considering
shareholder communications.
Given the size, nature and complexity of the Company,
the Board currently considers it unnecessary to
establish a Management Engagement Committee.
It is the responsibility of the Board to present an
Annual Report and Financial Statements that are fair,
balanced and understandable, which provides the
information necessary for shareholders to assess the
position, performance, strategy and business model of
the Company.
Remuneration Committee
The Remuneration Committee has acted in accordance
with the provisions of the AIC Code issued in 2019. The
Remuneration Committee consists of all Directors, with
Philippa Latham as Chairman. The Committee meets
annually and held one formal meeting during the year.
All Directors sit on the Remuneration Committee as
their balance of skills and knowledge are relevant to
the committee’s responsibilities. The terms of reference
for the Remuneration Committee can be found on the
Company’s webpage on the Manager’s website at www.
albion.capital/vct-funds/AAEV under the “Corporate
Governance” section.
Audit and Risk Committee
The Audit and Risk Committee consists of all Directors,
with Rhodri Whitlock as Chairman. In accordance
with the AIC Code, members of the Audit and Risk
Committee have recent and relevant financial
experience, as well as experience relevant to the sector.
Given the size of the Board and the complexity of the
business, Ben Larkin is both Chairman of the Board
and a member of the Audit and Risk Committee.
In accordance with AIC Code Provision 29, his
background, skills and experience are also relevant for
the Committee’s responsibilities. The Committee met
twice during the year ended 31 March 2025.
The Audit and Risk Committee Chair met with the
audit engagement partner during the planning
and completion phases of the audit to discuss
audit strategy and to discuss the audit findings.
The independent Auditor, Johnston Carmichael LLP,
attended the Audit and Risk Committee meeting at
which the Annual Report and Financial Statements
for the year ended 31 March 2025 were discussed.
Johnston Carmichael LLP also met with the Audit and
Risk Committee without the presence of the Manager.
Written terms of reference have been constituted for
the Audit and Risk Committee and can be found on the
Company’s webpage on the Manager’s website at www.
albion.capital/vct-funds/AAEV under the “Corporate
Governance” section.
Statement of corporate governance
58
During the year under review, the Audit and Risk
Committee discharged its responsibilities including:
•
formally reviewing the Annual Report and Financial
Statements and the Half-yearly Financial Report,
with particular focus on the main areas requiring
judgement and on critical accounting policies;
•
reviewing the effectiveness of the risk
management and internal controls framework
and examination of the Internal Controls Report
produced by the Manager;
•
meeting with the external Auditor and reviewing
their findings, and evaluating their performance;
•
highlighting the key risks and specific issues
relating to the Financial Statements including
the reasonableness of valuations, compliance
with accounting standards and UK law, corporate
governance and listing and disclosure rules as
well as going concern and viability statements.
These issues were addressed through detailed
review, discussion and challenge by the Board
of these matters, as well as by reference to
underlying technical information to back-up the
discussions. Taking into account risk factors that
impact on the Company both as reflected in the
annual accounts and in a detailed risk matrix,
both of which are reviewed periodically in detail,
including in the context of emerging risks;
•
advising the Board on whether the Annual Report
and Financial Statements, taken as a whole, is
fair, balanced and understandable and provides
the information necessary for shareholders to
assess the Company’s position, performance,
business model and strategy; and
•
reporting to the Board on how it has discharged
its responsibilities.
In addition to normal business referred to above, the
Audit and Risk Committee were actively involved in
providing oversight over key aspects of the merger with
AADV specifically they:
•
Reviewed the independence, terms of reference
and scope of work of the reporting accountant to
the circular;
•
Reviewed the valuations and the merger
calculations;
•
Met with the reporting accountant and discussed
their findings relating to the merger calculation;
and
•
Reported to the Board on how it has discharged
its responsibilities.
The Board, and particularly the Audit and Risk
Committee, monitors closely developments in the
provision of audit services and is aware that the costs
of rendering audit services from most audit firms are
increasing significantly, with more pressure on those firms
who provide services to listed companies and for those
companies operating in a regulated environment. Due
to these increasing pressures on audit firms and their
reporting, the Company expects an increase in costs
across the market. The Board is satisfied from discussions
with the current audit firm and from scrutiny of what
is happening elsewhere, that Johnston Carmichael LLP
continues to provide the Company with an independent
and expert review of its financial reporting from an audit
firm with significant experience in the sector and on a
competitive fee base for the work required in reporting on
an extensive portfolio of unquoted investments.
The Committee also examines going concern and
viability statements, using financial projections
provided by the Manager on the Company and by
examining the liquidity in the Company’s portfolio,
including cash and realisable investments, the
committed costs of the Company and where liquidity
might be found if required. The Audit and Risk
Committee also receives regular reports on compliance
with VCT status, which is subject to various internal
controls and external review when investment
commitments are made.
In line with Provision 34 of the AIC Code (applicable
for accounting periods beginning on or after 1 January
2026), the Audit and Risk Committee monitors the
Company’s risk management and internal controls
framework and undertakes a review of its effectiveness
at each Committee meeting, based on a risk matrix
provided by the Manager. The monitoring and
review cover all material controls, including financial,
operational, reporting and compliance controls.
The Audit and Risk Committee reviews periodic reports
prepared by specialist professionals on behalf of the
Manager. Each year there is a different sphere of focus
and this includes reports on internal audits, compliance
reviews, company secretarial and corporate governance
reviews, and cyber security audits. The Committee can
ask specific detailed questions in order to satisfy itself
that the Manager has strong systems and controls in
place including those in relation to business continuity
and cyber security. The Audit and Risk Committee
declares that all material controls are deemed effective
as at 31 March 2025.
Statement of corporate governance
59
Albion Enterprise VCT PLC
Financial Statements
The Audit and Risk Committee has initial responsibility
for reviewing the Financial Statements and reporting
on any significant issues that arise in relation to the
audit of the Financial Statements as outlined below.
Such issues were communicated with the external
Auditor with the approval of the audit strategy
and at the completion of the audit of the Financial
Statements. No conflicts arose between the Audit and
Risk Committee and the external Auditor in respect of
their work during the year.
The key accounting and reporting issues considered by
the Committee were:
The valuation of the Company’s investments
Valuations of investments are prepared by the
Manager. The Audit and Risk Committee reviewed
the estimates and judgements made in relation
to these investments and were satisfied that they
were appropriate. The Committee also discussed the
controls in place over the valuation of investments. The
Committee recommended investment valuations to the
Board for approval.
Revenue recognition
The revenue generated from loan stock interest and
dividend income has been considered by the Audit
and Risk Committee as part of its review of the
Annual Report as well as a quarterly review of the
management accounts prepared by the Manager.
The Audit and Risk Committee has considered the
controls in place over revenue recognition to ensure
that amounts received are in line with expectation and
budget.
Information to be included in the Annual Financial
Report and Financial Statements under 6.6.1(R) of the
UK Listing Rules:
On 30 June 2018, it was agreed that Patrick Reeve
would waive his fees for his services as a Director of the
Company for current and future years. Patrick retired
from the Board of Directors on 19 December 2024
following the merger.
All other items to be included under 6.6.1(R) of the UK
Listing Rules are not applicable to the Company and
therefore have not been included in this Annual Report
and Financial Statements.
Following rigorous reviews of the Annual Report and
Financial Statements and consideration of the key
areas of risk identified, the Board as a whole have
concluded that the Financial Statements are fair,
balanced and understandable and that they provide
the information necessary for shareholders to assess
the Company’s position, performance, business model
and strategy.
Relationship with the external Auditor
The Audit and Risk Committee reviews the performance
and continued suitability of the Company’s external
Auditor on an annual basis. They assess the external
Auditor’s independence, qualification, extent of
relevant experience, effectiveness of audit procedures
as well as the robustness of their quality assurance
procedures. In advance of each audit, the Committee
obtains confirmation from the external Auditor that
they are independent. No non-audit services were
provided during the financial year ended 31 March
2025.
As part of its work, the Audit and Risk Committee has
undertaken a formal evaluation of the external Auditor
against the following criteria:
•
Qualification
•
Expertise
•
Resources
•
Effectiveness
•
Independence
•
Leadership
In order to form a view of the effectiveness of the
external audit process, the Committee took into
account information from the Manager regarding the
audit process, the formal documentation issued to
the Audit and Risk Committee and the Board by the
external Auditor regarding the external audit for the
year ended 31 March 2025, and assessments made by
individual Directors. The Audit and Risk Committee also
has regard to matters reported in the external Auditor’s
statutory “Transparency Report” which includes details
about their approach to audit quality and the results
of external quality monitoring. There were no adverse
findings arising from these review procedures.
The Audit and Risk Committee also has an annual
meeting with the external Auditor, without the
Manager present, at which pertinent questions are
asked to help the Audit and Risk Committee determine
if the Auditor’s skills and approach to the annual audit
and issues that arise during the course of the audit
60
Albion Enterprise VCT PLC
Statement of corporate governance
match all the relevant and appropriate criteria for the
audit to have been an effective and objective review of
the Company’s year-end reporting.
Based on the assurance obtained, the Audit and Risk
Committee recommended to the Board a resolution to
reappoint Johnston Carmichael LLP as Auditor at the
forthcoming Annual General Meeting.
Nomination Committee
The Nomination Committee consists of all Directors
with Christopher Burrows as Chairman. Given the small
size of the Board, it is considered beneficial to have all
Directors as members of the Nomination Committee,
as the Board believe all members provide the necessary
balance and diversity of opinion required to make
appropriate decisions. The Chairman would not be
on the Nomination Committee if dealing with the
appointment of his successor. The terms of reference of
the Nomination Committee are to evaluate the balance
of skills, experience and time commitment of the
current Board members and make recommendations to
the Board as and when a particular appointment arises.
The Board’s policy on the recruitment of new Directors is
to attract a range of backgrounds, skills and experience
and to ensure that appointments are made on the
grounds of merit against clear and objective criteria
whilst adhering to the Company’s diversity policy.
More details on the Company’s diversity policy and its
objectives can be found in the Directors report on pages
50 and 51. The Board is also mindful of the importance
of creating good working relationships within the Board
and with external agents. The Nomination Committee
reviews succession planning regularly which includes
considering tenure of existing Board members and any
potential skills gaps that might need to be addressed
when board membership changes.
The composition of the Board was reviewed at the time
of the merger discussions with Albion Development
VCT PLC and it was determined that the Board should
consist of members from both companies to provide
continuity for shareholders of the two companies and
knowledge of the respective portfolios and company
histories. It was decided to invite Ben Larkin and James
O’Shaughnessy to be Directors of the Company, taking
into consideration their experience as non-executive
directors of Albion Development VCT PLC prior to the
merger. Accordingly, the Board considered that the use
of an external search consultancy was not necessary.
The Nomination Committee held two formal meetings
during the year.
Committees’ and Directors’ performance evaluation
Performance of the Board and the Directors is assessed
on the following bases:
•
attendance at Board and Committee meetings;
•
the contribution made by individual Directors at,
and outside of, Board and Committee meetings;
and
•
completion of a detailed internal assessment
process and annual performance evaluation
conducted by the Chairman. The Senior
Independent Director reviews the Chairman’s
annual performance evaluation.
Each year a formal performance evaluation is
undertaken of the Board as a whole, its Committees
and each of the Directors. A summary of the findings
is submitted to the Board, which are discussed and
an action plan is agreed if appropriate. There were no
issues requiring action in the year.
The evaluation process has consistently identified
that the Board works well together and has the
right balance of skills, experience, independence
and knowledge for the effective governance of the
Company. Diversity within the Board is achieved
through the appointment of Directors with different
backgrounds and skills.
Directors are offered training, both at the time of
joining the Board and on other occasions where
required. The Directors attend external courses and
industry events which provide further experience to
help them fulfil their responsibilities. The Board also
undertakes a proper and thorough evaluation of its
committees on an annual basis.
The Directors offering themselves for election/re-
election have a diverse range of backgrounds, skills and
experience, all of which are of benefit to the Company.
A summary of their qualities and contributions to
the Company’s long term success include: extensive
experience in non-executive director roles; experience
working in technology focused start-ups, private equity
and corporate banking; angel investing in early stage
companies; and qualified chartered accountants. For
more details on the specific background, skills and
experience of each Director, please see the Board of
Directors section on pages 38 and 39.
Statement of corporate governance
61
Albion Enterprise VCT PLC
In light of the performance of the individual Directors
and the structured performance evaluation, Ben
Larkin, Christopher Burrows, Philippa Latham, James
O’Shaughnessy and Rhodri Whitlock are considered
to be effective Directors who demonstrate strong
commitment to the role. The Board believes it to be in
the best interest of the Company to appoint/re-appoint
these Directors at the forthcoming Annual General
Meeting and has nominated them for election or re-
election accordingly.
Terms of reference for the Nomination Committee can
be found on the Company’s webpage on the Manager’s
website at www.albion.capital/vct-funds/AAEV under
the “Corporate Governance” section.
Internal control
In accordance with the AIC Code, the Board has an
established process for identifying, evaluating and
managing the significant risks faced by the Company.
This process has been in place throughout the year
and continues to be subject to regular review by the
Board in accordance with the FRC guidance “Risk
Management, Internal Control and Related Financial
and Business Reporting”. The Board is responsible for
the Company’s risk management and internal control
framework and for reviewing its effectiveness. However,
acknowledging that such a system is designed to
manage, rather than eliminate the risks of failure to
achieve the Company’s business objectives and can
only provide reasonable and not absolute assurance
against material misstatement or loss.
The Board, assisted by the Audit and Risk Committee,
monitors all material controls, including financial,
operational and compliance controls, and risk
management. The Audit and Risk Committee receives
each year from the Manager a formal report, which
details the steps taken to monitor the areas of risk,
including those that are not directly the responsibility
of the Manager, and which reports the details of any
known internal control failures. Steps continue to be
taken to embed the system of internal control and risk
management into the operations and culture of the
Company and its key suppliers, and to deal with areas
of improvement which come to the Manager’s and the
Audit and Risk Committee’s attention.
The Board, through the Audit and Risk Committee, has
conducted its annual review of the effectiveness of
the risk management and internal control framework,
which included all material controls. The Audit and
Risk Committee were satisfied that the framework was
operating effectively and no weaknesses had been
identified.
The main features of the internal control system
with respect to financial reporting, operations and
compliance implemented throughout the year are:
•
segregation of duties between the preparation of
valuations and recording into accounting records;
•
reviews of valuations are carried out by the
Valuation Committee and reviews of financial
reports are carried out by the Senior Finance
personnel and the Operations Partner of Albion
Capital Group LLP;
•
independent third party valuations of the
majority of the asset-based investments within
the portfolio are undertaken annually;
•
bank reconciliations are carried out monthly by
the Manager;
•
all published financial reports are reviewed by the
Manager’s Compliance department;
•
the Board reviews financial information;
•
a separate Audit and Risk Committee of
the Company reviews financial information
(including valuations) to be published;
•
the Board reviews quarterly VCT monitoring
reports produced by Philip Hare & Associates LLP;
•
the Board reviews quarterly reports produced by
the Company’s Depositary, Ocorian Depositary
(UK) Limited;
•
email encryption software is used for all sensitive
information on the Manager’s IT systems; and
•
the Manager’s internal audit report is reviewed
on an annual basis.
Statement of corporate governance
62
The Board, assisted by the Audit and Risk Committee,
conducted its annual review of the effectiveness of
the risk management and internal control framework,
which included all material controls. Items included
the nature of the risk, possible consequences, the
impact, pre-mitigation risk assessment, risk mitigation
and management controls and a post-mitigation risk
assessment. It was noted that not all risks could be
eliminated or reduced, but best efforts were used to
mitigate them as far as possible in the nature that
some risks are exogenous in nature and which the
Board have limited capacity to control. The principal
risks and uncertainties are explained in detail on pages
22 to 26. The Audit and Risk Committee were satisfied
that the framework was operating effectively and no
material weakness had been identified.
During the year, as the Board has delegated the
investment management and administration to
Albion Capital Group LLP, the Board feels that it is
not necessary to have its own internal audit function.
Albion Capital Group LLP had an external regulatory
health check in the year by specialist consultancy
firm Bovill Newgate. This was to confirm adequate
policies, procedures and compliance training are in
place to comply with the FCA rules for an investment
manager and full scope AIFM and that there is
effective governance and compliance oversight. The
Board has had access to the report. Additionally, Albion
Capital Group LLP are currently undergoing a corporate
governance health check by Lavery Governance
Consulting. The Board will have access to the report
once the health check has been completed. The Board
will continue to monitor its system of internal control in
order to provide assurance that it operates as intended.
In addition to this, Ocorian Depositary (UK) Limited,
the Company’s external Depositary, provides cash
monitoring, asset verification, and oversight services to
the Company and reports to the Board on a quarterly
basis. The Board and the Audit and Risk Committee will
continue to monitor its system of internal control in
order to provide assurance that it operates as intended.
Conflicts of interest
Directors review and sign off the disclosure of conflicts
of interest annually, with any changes reviewed
and noted at the beginning of each Board meeting.
A Director who has conflicts of interest has two
independent Directors authorise those conflicts and is
excluded from discussions or decisions regarding those
conflicts. Procedures to disclose and authorise conflicts
of interest have been adhered to throughout the year.
Capital structure and Articles of Association
Details regarding the Company’s capital structure,
substantial interests and Director’s powers to issue and
buy-back shares are detailed in full on pages 47 and 48
of the Directors’ report. The Company is not party to
any significant agreements that may take effect, alter
or terminate upon a change of control of the Company
following a takeover bid.
Any amendments to the Company’s Articles of
Association are by way of a special resolution passed
by shareholders.
Relationships with shareholders and other
stakeholders
The Company’s Annual General Meeting is on 10
September 2025. The AGM will include a presentation
from the Manager on the portfolio and on the Company,
as well as answering questions relating to the business
being dealt with that shareholders may have. The AGM
will be held virtually.
Shareholders are also invited to attend the annual
Shareholders’ Seminar, an event hosted by the
Manager. Last year’s event was held on 20 November
2024, at No. 11 Cavendish Square, London. The
seminar included some of the portfolio companies
sharing insights into their businesses and presentations
from Albion executives on some of the key factors
affecting the investment outlook, as well as a review
of the past year and the plans for the year ahead.
Representatives of the Board attended the seminar.
The Board considers this an important interactive
marketing event and invites shareholders to attend this
year’s event scheduled for 18 November 2025 at No. 11
Cavendish Square, London. Further information will be
available nearer the time.
Shareholders and financial advisers are able to obtain
information on holdings and performance using the
contact details provided on page 4.
The Company’s share buy-back programme operates
in the market through brokers. As the Company’s
shares are quoted on the London Stock Exchange,
investors should approach their own broker to sell their
Statement of corporate governance
63
Albion Enterprise VCT PLC
shares. Banks may be able to assist shareholders with
a referral to a broker within their banking group. More
information on share buy-backs can be found in the
Chairman’s statement on page 13.
Statement of compliance
The Directors consider that the Company has complied
throughout the year ended 31 March 2025 with all
the relevant provisions set out in the AIC Code issued
in 2019, aside from Provision 24 as explained on page
56. By reporting against the AIC Code, the Board are
meeting their obligations in relation to the 2018 UK
Corporate Governance Code (and associated disclosure
requirements under paragraph 6.6.6R of the UK
Listing Rules). The Directors also consider that they
are complying with their statutory responsibilities and
other regulatory provisions which have a bearing on the
Company.
For and on behalf of the Board
Ben Larkin
Chairman
22 July 2025
Statement of corporate governance
64
Albion Enterprise VCT PLC
DIRECTORS’ REMUNERATION REPORT
Introduction
This report is submitted in accordance with Section
420 of the Companies Act 2006 and describes how
the Board has applied the principles relating to the
Directors’ remuneration.
An ordinary resolution will be proposed at the Annual
General Meeting of the Company to be held on 10
September 2025 for the approval of the Annual
Directors’ Remuneration Report as set out below.
The Company’s independent Auditor, Johnston
Carmichael LLP, is required to give its opinion on certain
information included in this report, as indicated below.
The Auditor’s opinion is included in the Independent
Auditor’s Report.
Directors’ remuneration policy
The Company’s policy is that fees payable to non-
executive Directors should reflect their expertise,
responsibilities and time spent on Company matters. In
determining the level of non-executive remuneration,
market equivalents are considered in comparison to
the overall activities and size of the Company. It is not
considered appropriate that Directors’ remuneration
should be performance related, and none of the
Directors are eligible for bonuses, pension benefits,
share options, long-term incentive schemes or other
benefits in respect of their services as non-executive
Directors of the Company
The Board alongside the Remuneration Committee
are responsible for reviewing the remuneration of the
Directors and the Director’s remuneration policy to
ensure that it reflects the duties, responsibilities and
value of time spent by the Directors on the business
of the Company. The Company does not retain
external advisers in relation to remuneration matters
but will access information about directors’ fees paid
by other companies of a similar size and type when
considering changes to Directors’ remuneration or the
remuneration policy. The Directors have discretion
over their remuneration and the remuneration
policy, however any changes are subject to Board
and Remuneration Committee approval and, where
material, are subject to shareholder approval at the
AGM. No director is involved in deciding their own
remuneration. The current maximum level of non-
executive Directors’ remuneration is £150,000 per
annum in aggregate which is fixed by the Company’s
Articles of Association; changes to that maximum level
of remuneration can be made by an ordinary resolution
passed by shareholders.
None of the Directors have a service contract with the
Company. There is a three month notice period for all
Directors, however their contract with the Company
can be terminated with immediate effect if they
materially breached their obligations as a Director.
Upon termination, the Director will only be able to
receive fees as may have been accrued to the date of
termination, together with the reimbursement of any
expenses properly incurred before the termination
date. On being appointed to the Board, Directors
receive a letter from the Company setting out the
terms of their appointment and their specific duties
and responsibilities, which are kept at the Manager’s
registered address. The Company is managed by Albion
Capital Group LLP and has no employees. The Board
consists solely of non-executive Directors, who are
considered key management personnel.
Annual statement from the Chairman of the
Remuneration Committee
The Remuneration Committee comprises all Directors
with Philippa Latham as Chairman.
In 2023 the Remuneration Committee conducted
a full remuneration review as part of its succession
planning and review of individual board responsibilities,
committee structure and overall make-up of the Board.
It was concluded that it was in the interests of the
Company to have a small but engaged board, with
the requisite breadth of experience, to oversee the
activities of the Company and to contribute to the
Company’s development through that experience.
It was agreed that from 1 April 2023 the base level
remuneration would be £31,000 for the Chairman,
£29,000 for the Audit and Risk Committee Chairman
and £26,000 for non-executive Directors.
GOVERNANCE
65
Albion Enterprise VCT PLC
Directors’ remuneration report
Annual Percentage change in Directors’ remuneration
Percentage
change
2024 to
2025
Percentage
change
2023 to
2024
Percentage
change
2022 to
2023
Percentage
change
2021 to
2022
Percentage
change
2020 to
2021
%
%
%
%
%
Ben Larkin (appointed 19 December 2024)
N/A
N/A
N/A
N/A
N/A
Lord St. John of Bletso (resigned 30 November 2020)
N/A
N/A
N/A
N/A
(35)
The Dowager Lady Balfour of Burleigh (resigned 12 August 2021)
N/A
N/A
N/A
(64)
-
Christopher Burrows
6
11
7
-
-
James O’ Shaughnessy (appointed 19 December 2024)
N/A
N/A
N/A
N/A
N/A
Maxwell Packe (retired 3 September 2024)
N/A
13
15
-
-
Philippa Latham (appointed 1 September 2021)
-
11
81
N/A
N/A
Patrick Reeve (retired 19 December 2024)
-
-
-
-
-
Rhodri Whitlock (appointed 19 January 2021)
-
14
11
360
N/A
Total overall change
-
12
11
2
2
The Remuneration Committee, consisting of
Christopher Burrows, Philippa Latham, Rhodri Whitlock
and Maxwell Packe, met during the year to review
Directors’ responsibilities and fees against the market
and concluded that the Directors’ remuneration, as
outlined above, remained appropriate and so proposed
no changes. The committee was not provided any
additional services or advice that materially assisted
their considerations of the matter. It is expected that it
will be reviewed in 2026 and following that, every three
years, at the same time as considering and approving
the Company’s remuneration policy.
Annual report on remuneration
The Remuneration Committee determines the
remuneration of individual Directors within the
framework set by the Board. The Committee meets at
least once a year.
Shareholders’ views in respect of Directors’
remuneration are regarded highly and the Board
encourages shareholders’ to participate in its Annual
General Meeting in order to communicate their
thoughts to the Board, which it takes into account
where appropriate when formulating its policy. At the
last Annual General Meeting, 95.0% of shareholders
who voted, voted for the resolution approving the
Directors’ remuneration report, 5.0% of shareholders
voted against the resolution and of the total votes
cast, 33,478 were withheld (being 0.03% of total voting
rights), which shows significant shareholder support
from those who voted.
Total Directors’ remuneration (audited)
The Director’s remuneration and interests in the shares
of the Company which are shown in the tables below
have been audited.
Total Directors’ remuneration (audited)
Year ended
31 March 2025
£
Year ended
31 March 2024
£
Ben Larkin (appointed 19 December 2024)
8,833
-
Christopher Burrows
27,458
26,000
Philippa Latham
26,000
26,000
James O’Shaughnessy (appointed 19 December 2024)
7,409
-
Maxwell Packe (retired 3 September 2024)
12,455
31,000
Patrick Reeve (retired 19 December 2024)
-
-
Rhodri Whitlock
29,000
29,000
111,155
112,000
66
Albion Enterprise VCT PLC
Directors’ remuneration report
Directors’ interests
Shares held on
31 March 2025
Shares held on
31 March 2024
Ben Larkin
595,763
N/A
Christopher Burrows
360,766
259,936
Philippa Latham
49,866
38,547
James O’Shaughnessy
194,809
N/A
Rhodri Whitlock
41,550
29,661
1,242,754
328,144
Expected Directors’ remuneration
31 March 2026
Ben Larkin
31,000
Christopher Burrows
26,000
Philippa Latham
26,000
James O’Shaughnessy
26,000
Rhodri Whitlock
29,000
Total remuneration excluding National Insurance
138,000
The tables on page 66 show an analysis of the
remuneration, excluding National Insurance, of
individual Directors who served during the last two
years and the annual percentage change in Directors’
remuneration who served during the last five years.
The changes from 2024 to 2025 are due to Ben Larkin
becoming the Chairman part way through 2024,
Christopher Burrows being Chairman from 3 September
2024 to 19 December 2024, James O’Shaughnessy
joining the Board part way through 2024 and Maxwell
Packe retiring from the Board on 3 September 2024.
The changes from 2023 to 2024 are due to the
increase of the base remuneration of each of the
Directors’ positions during the year, effective from 1
April 2023.
The table below sets out the expected Directors’
remuneration (excluding National Insurance
contributions) for the year ending 31 March 2026:
The Company does not confer any share options, long-
term incentives or retirement benefits to any Director,
nor does it make a contribution to any pension scheme
on behalf of the Directors. There are therefore no
variable elements to the Directors’ remuneration.
Each Director of the Company was remunerated
personally through the Manager’s payroll which
has been recharged to the Company. Directors were
also reimbursed for authorised expenses totalling
£905 (2024: £1,385) during the year. There were no
payments for loss of office made to any of the Directors
during the year (2024: £nil).
In addition to Directors’ remuneration, the Company
paid an annual premium in respect of Directors’ &
Officers’ Liability Insurance of £44,000 (2024: £33,000).
Directors’ interests (audited)
The Directors who held office throughout the year, and
their interests in the shares of the Company (together
with those of their persons closely associated) are
shown below.
Maxwell Packe retired on 3 September 2024 and held
617,700 shares on this date. Patrick Reeve retired on 19
December 2024 and held 233,349 shares on this date.
There is no formal requirement for directors to invest in
the Company.
There have been no other changes in the holdings of
the Directors between 31 March 2025 and the date of
this report.
Albion Capital Group LLP, its partners and staff held
2,089,345 shares in the Company as at 31 March 2025.
67
Albion Enterprise VCT PLC
Directors’ remuneration report
Directors’ pay compared to distribution to shareholders
2025
£’000
2024
£’000
Percentage change from
2024 to 2025
Total dividend distribution to shareholders*
25,822
6,306
309%
Share buy-backs
5,667
2,450
131%
Total Directors’ fees
111
112
0%
*This includes unclaimed dividends returned by the registrar. Full details can be found in note 9.
Methodology: The share price return to the shareholder, including original amount
invested (rebased to 100) from 1 April 2015, assuming that dividends were re-invested
at the share price of the Company at the time the shares were quoted ex-dividend.
Transaction costs and tax reliefs are not taken into account.
Share price total return relative to FTSE All-Share Index total return
(in both cases with dividends reinvested)
Return (pence per share)
Performance graph
The graph below shows the Company’s ordinary share
price total return against the FTSE All-Share Index total
return, in both instances with dividends reinvested,
since 1 April 2015. The Directors consider the FTSE
All-Share Index to be the most appropriate benchmark
for the Company as it contains a large range of sectors
within the UK economy. Investors should, however,
be reminded that shares in VCTs generally trade
at a discount to the actual net asset value of the
Company.
There are no options, issued or exercisable, in
the Company which would distort the graphical
representation that follows.
For and on behalf of the Board
Ben Larkin
Chairman
22 July 2025
240
220
200
180
160
140
120
100
80
Share price total return
FTSE All-Share Index total return
Apr
2015
Mar
2016
Mar
2017
Mar
2018
Mar
2019
Mar
2020
Mar
2021
Mar
2022
Mar
2023
Mar
2024
Mar
2025
68
Albion Enterprise VCT PLC
69
Albion Enterprise VCT PLC
GOVERNANCE
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF ALBION ENTERPRISE VCT PLC
Opinion
We have audited the Financial Statements of Albion
Enterprise VCT PLC (“the Company”), for the year
ended 31 March 2025, which comprise the Income
statement, the Balance sheet, the Statement of
changes in equity, the Statement of cash flows, and
the notes to the Financial Statements, including
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).
In our opinion the Financial Statements:
•
Give a true and fair view of the state of
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; and
•
Have been prepared in accordance with the
requirements of the Companies Act 2006.
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 are
independent of the Company in accordance with the
ethical requirements that are relevant to our audit
of the Financial Statements in the UK, including the
FRC’s Ethical Standard, as applied to listed public
interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our
opinion.
Our approach to the audit
We planned our audit by first obtaining an
understanding of the Company and its environment,
including its key activities delegated by the Board to
relevant approved third-party service providers and the
controls over provision of those services.
We conducted our audit using information maintained
and provided by Albion Capital Group LLP (the
“Investment Manager” and the “Company Secretary”),
Ocorian Depositary (UK) Limited (the “Depositary”) and
Computershare Investor Services PLC (the “Registrar”)
to whom the Company has delegated the provision
of services.
We tailored the scope of our audit to reflect our risk
assessment, taking into account such factors as
the types of investments within the Company, the
involvement of the Company Secretary, the accounting
processes and controls, and the industry in which the
Company operates.
The scope of our audit was influenced by our
application of materiality. We set certain quantitative
thresholds for materiality. These together with
qualitative considerations, helped us to determine
the scope of our audit and the nature, timing and
extent of our audit procedures on the individual
Financial Statement line items and disclosures and
in the evaluation of the effect of misstatements,
both individually and in aggregate on the Financial
Statements as a whole.
Key audit matters
Key audit matters are those matters that, in our
professional judgement, were of most significance in
our audit of the Financial Statements of the current
period and include the most significant assessed risks
of material misstatement (whether or not due to fraud)
that we identified. These matters included those 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
70
Albion Enterprise VCT PLC
were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion
thereon, we do not provide a separate opinion on these matters.
We summarise below the key audit matter in arriving at our audit opinion above, together with how our audit
addressed this matter and the results of our audit work in relation to this matter.
Key audit matter
How our audit addressed the key audit matter and our conclusions
Valuation and ownership of unlisted
investments
(as per page 60 (Audit and Risk Committee
Report), pages 81 to 83 (Accounting Policies)
and Note 12.)
The valuation of the unlisted investment
portfolio at 31 March 2025 was £203.75m
(2024: £105.41m).
As this is the largest component of the
Company’s Balance sheet, and there is a high
degree of estimation and subjectivity in the
valuation of level 3 unlisted investments, it has
been designated as a key audit matter, being
one of the most significant assessed risks of
material misstatements due to fraud or error.
The level 3 investments are valued in accordance
with the revised International Private Equity
and Venture Capital (IPEV) valuation guidelines.
Significant judgement is required in applying
these principles and determining certain inputs
to the valuation models.
Additionally, there is a risk that the investments
recorded as held by the Company may not
represent the property of the Company.
We have performed a walkthrough of the unlisted investment valuation
process to evaluate the design of the process and implementation of key
controls.
We obtained evidence that the Manager’s Valuation Committee review
and approve the valuation of the unlisted investments.
We obtained evidence of the Board’s review and approval of the valuation
of the level 3 investments.
As part of our risk assessment procedures, we stratified the unlisted
investments portfolio which included the investment acquired as part of
the merger, considering the value of individual investments, the movement
in fair value and the inherent risk factors associated with each valuation
basis. We then selected a sample of investments for testing, based on this
risk-based stratification, to ensure appropriate coverage of each strata of
the portfolio.
For the sample of unlisted investments, we:
• Obtained an understanding of the sector for each investee company for
the period being audited, making enquiries of management.
• Obtained an understanding of the original investment rationale and
valuation basis, along with any milestones set.
• Obtained an update on the investment, paying particular attention to
progress against pre-set milestones and/or indications that a reduction
in valuation may be appropriate.
• Assessed the appropriateness of the valuation basis used, paying
particular attention to any changes from the prior year valuation basis.
• Agreed data used in the valuation models to independent sources.
• Based on the specific risks identified, for certain investments in our sample,
we engaged our specialist corporate finance team, to challenge the
appropriateness of certain judgements, such as multiples and discounts.
• Reperformed the enterprise value calculations and waterfalls to ensure
mathematical accuracy.
• Where appropriate based on the valuation methodology applied, we
developed an auditor’s point estimate or range.
We performed back-testing over investment disposals (proceeds vs most
recent valuation) to assess for potential management bias in the valuation
process.
We ensured that the accounting estimates and related disclosures are
appropriately disclosed in the financial statements.
We agreed the ownership of 100% of the investments which included
the investments acquired as part of the merger to Depositary and loan
certificates.
We tested 100% of new investments above our Audit and Risk Committee
reporting threshold and agreed them to share certificates and loan notes/
agreements.
We tested a sample of follow-on additions and disposals in the year and
agreed them to Sale and Purchase Agreements.
From our completion of these procedures, we identified no material
misstatements in relation to the valuation of unlisted investments.
Independent Auditor’s report to the members of Albion Enterprise VCT PLC
71
Albion Enterprise VCT PLC
Independent Auditor’s report to the members of Albion Enterprise VCT PLC
Our application of materiality
We define materiality as the magnitude of misstatement in the Financial Statements that makes it probable that
the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality
in determining the nature and extent of our work and in evaluating the results of that work.
Materiality measure
Value
Materiality for the Financial Statements as a whole – we have set materiality as 2% of net assets as
we believe that net assets is the primary performance measure used by investors and is the key driver of
shareholder value. We determined the measurement percentage to be commensurate with the risk and
complexity of the audit including the VCT merger with AADV and the Company’s listed status.
£5.57m
(2024: £2.81m)
Performance materiality – performance materiality represents amounts set by the auditor at less than
materiality for the Financial Statements as a whole, to reduce to an appropriately low level the probability
that the aggregate of uncorrected and undetected misstatements exceeds materiality for the Financial
Statements as a whole.
In setting this we consider the Company’s overall control environment and our assessment of a lower risk
of material misstatements. Based on our judgement of these factors, along with our findings from the prior
year audit – which indicated no significant issues – we have determined performance materiality to be set
at 65% (2024: 50%) of our overall Financial Statement materiality.
£3.62m
(2024: £1.41m)
Specific Materiality – recognising that there are transactions and balances of a lesser amount which could
influence the understanding of users of the Financial Statements we calculate a lower level of materiality
for testing such areas.
Specifically, given the importance of the distinction between revenue and capital for the Company, we
applied a separate testing threshold for the revenue column of the income statement set at the higher of
5% of the revenue profit on ordinary activities before taxation and our Audit and Risk Committee reporting
threshold.
We have also set a separate materiality in respect of related party transactions and Directors’
remuneration.
We used our judgement in setting these thresholds and considered our experience and industry
benchmarks for specific materiality.
£0.28m
(2024: £0.14m)
Audit and Risk Committee reporting threshold – we agreed with the Audit and Risk Committee that we
would report to them all differences in excess of 5% of overall materiality in addition to other identified
misstatements that warranted reporting on qualitative grounds, in our view. For example, an immaterial
misstatement as a result of fraud.
£0.28m
(2024: £0.14m)
During the course of the audit, we reassessed initial materiality and found no reason to alter the basis of
calculation used at year-end.
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:
•
Evaluating management’s method of assessing going concern, including consideration of market conditions
and macro-economic uncertainties;
•
Assessing and challenging the forecast cashflows and associated sensitivity modelling used by the Directors
in support of their going concern assessment;
•
Obtaining and recalculating management’s assessment of the Company’s ongoing maintenance of venture
capital trust status; and
•
Assessing the adequacy of the Company’s going concern disclosures included in the Annual Report.
72
Albion Enterprise VCT PLC
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 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.
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.
The Directors are responsible for the other information
contained within the Annual Report and Financial
Statements. 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.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion, the part of the Directors’ Remuneration
Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Independent Auditor’s report to the members of Albion Enterprise VCT PLC
In our opinion, based on the work undertaken in the
course of the audit:
•
The information given in the Strategic Report and
the Directors’ Report for the financial year for
which the Financial Statements are prepared is
consistent with the Financial Statements; and
•
The Strategic Report and the Directors’ Report
have been prepared in accordance with
applicable legal requirements.
Matters on which we are required to report
by exception
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.
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
by the Company, 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; or
•
A corporate governance statement has not been
prepared by the Company.
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:
73
•
The Directors’ statement with regards to
the appropriateness of adopting the going
concern basis of accounting and any material
uncertainties identified set out on page 48;
•
The Directors’ explanation as to its assessment
of the Company’s prospects, the period this
assessment covers and why the period is
appropriate set out on pages 27 and 28;
•
The Directors’ statement on whether it has a
reasonable expectation that the Company will
be able to continue in operation and meet its
liabilities set out on page 27;
•
The Directors’ statement on fair, balanced and
understandable set out on page 55;
•
The Board’s confirmation that it has carried out a
robust assessment of the emerging and principal
risks set out on pages 22 to 26;
•
The section of the annual report that describes
the review of the effectiveness of risk
management and internal control systems set
out on pages 62 and 63; and
•
The section describing the work of the Audit and
Risk Committee set out on pages 58 to 60.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities
statement set out on page 55, 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.
Independent Auditor’s report to the members of Albion Enterprise VCT PLC
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.
A further description of our responsibilities for the audit
of the Financial Statements is located on the Financial
Reporting Council’s website at: http://www.frc.org.uk/
auditorsresponsibilities. This description forms part of
our auditor’s report.
Extent to which the audit was considered 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.
We assessed whether the engagement team
collectively had the appropriate competence and
capabilities to identify or recognise non-compliance
with laws and regulations by considering their
experience, past performance and support available.
All engagement team members were briefed on
relevant identified laws and regulations and potential
fraud risks at the planning stage of the audit.
Engagement team members were reminded to remain
alert to any indications of fraud or non-compliance with
laws and regulations throughout the audit.
74
Albion Enterprise VCT PLC
We obtained an understanding of the legal and
regulatory frameworks that are applicable to the
Company and the sector in which it operates, focusing
on those provisions that had a direct effect on the
determination of material amounts and disclosures
in the Financial Statements. The most relevant
frameworks we identified include:
•
Companies Act 2006;
•
FCA Listing Rules and Disclosure Guidance and
Transparency Rules (DTR);
•
The principles of the UK Corporate Governance
Code applied by the AIC Code of Corporate
Governance (the “AIC Code”);
•
Industry practice represented by the Statement
of Recommended Practice: Financial Statements
of Investment Trust Companies and Venture
Capital Trusts (“the SORP”);
•
The General Data Protection Regulation (GDPR)
2016;
•
United Kingdom Generally Accepted Accounting
Practice; and
•
The Company’s qualification as a Venture Capital
Trust under section 274 of the Income Tax Act
2007.
We gained an understanding of how the Company is
complying with these laws and regulations by making
enquiries of management and those charged with
governance. We corroborated these enquiries through
our review of relevant correspondence with regulatory
bodies and board meeting minutes.
We assessed the susceptibility of the Company’s
Financial Statements to material misstatement, including
how fraud might occur, by meeting with management
and those charged with governance to understand
where it was considered there was susceptibility to fraud.
This evaluation also considered how management and
those charged with governance were remunerated and
whether this provided an incentive for fraudulent activity.
We considered the overall control environment and
how management and those charged with governance
oversee the implementation and operation of controls.
In areas of the Financial Statements where the risks were
considered to be higher, we performed procedures to
address each identified risk. We identified a heightened
fraud risk in relation to:
•
Valuation of unlisted investments; and
•
Management override of controls
Independent Auditor’s report to the members of Albion Enterprise VCT PLC
Audit procedures performed in response to the risks
relating to the valuation of unlisted investments are
set out in the section on key audit matters above, and
audit procedures performed in response to the risk of
management override of controls are included below.
In addition to the above, the following procedures were
performed to provide reasonable assurance that the
Financial Statements were free of material fraud or
error:
•
Reviewing minutes of meetings of those charged
with governance for reference to: breaches of
laws and regulation or for any indication of
any potential litigation and claims; and events
or conditions that could indicate an incentive
or pressure to commit fraud or provide an
opportunity to commit fraud;
•
Performing audit procedures over the risk of
management override of controls, including
unpredictability testing, testing of journal entries
and other adjustments for appropriateness,
recalculating the investment management
and performance incentive fees, evaluating the
business rationale of significant transactions
outside the course of normal business and
assessing judgements made by management
in their calculation of accounting estimates for
potential management bias;
•
Completion of appropriate checklists and use
of our experience to assess the Company’s
compliance with the Companies Act 2006 and
the Listing Rules; and
•
Agreement of the Financial Statement
disclosures to supporting documentation.
Our audit procedures were designed to respond to
the risk of material misstatements 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 intentional concealment, forgery, collusion,
omission or misrepresentation. There are inherent
limitations in the audit procedures performed above
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
would become aware of it.
75
Albion Enterprise VCT PLC
Other matters which we are required to
address
Following the recommendation of the Audit and
Risk Committee, we were appointed by the Board on
30 October 2023 to audit the Financial Statements
for the year ended 31 March 2024 and subsequent
financial periods. The period of our total uninterrupted
engagement is two years, covering the years ended 31
March 2024 to 31 March 2025.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Company and we
remain independent of the Company in conducting our
audit.
Our audit opinion is consistent with the additional
report to the Audit and Risk Committee.
Independent Auditor’s report to the members of Albion Enterprise VCT PLC
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.
Richard Sutherland (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
Statutory Auditor
Edinburgh, United Kingdom
22 July 2025
Company
information
and Financials
Year ended 31 March 2025
Year ended 31 March 2024
Revenue
Capital
Total
Revenue
Capital
Total
Note
£’000
£’000
£’000
£’000
£’000
£’000
Gains on investments
3
-
16,723
16,723
-
4,883
4,883
Investment income
4
2,742
-
2,742
1,697
-
1,697
Investment Manager’s fees
5
(364)
(3,576)
(3,940)
(256)
(2,307)
(2,563)
Other expenses
6
(1,284)
-
(1,284)
(683)
-
(683)
Profit on ordinary activities before tax
1,094
13,147
14,241
758
2,576
3,334
Tax on ordinary activities
8
-
-
-
-
-
-
Profit and total comprehensive income
attributable to shareholders
1,094
13,147
14,241
758
2,576
3,334
Basic and diluted return per share (pence)*
11
0.76
9.11
9.87
0.75
2.55
3.30
*adjusted for treasury shares
The accompanying notes on pages 81 to 98 form an integral part of these Financial Statements.
The total column of this Income statement represents the profit and loss account of the Company. The
supplementary revenue and capital columns have been prepared in accordance with The Association of Investment
Companies Statement of Recommended Practice.
All gains and losses are recognised in the Income statement and all items in the above statement are derived from
continuing operations.
77
INCOME STATEMENT
INFORMATION
& FINANCIALS
BALANCE SHEET
INFORMATION
& FINANCIALS
Note
31 March
2025
£’000
31 March
2024
£’000
Fixed asset investments
12
203,817
105,513
Current assets
Trade and other receivables
14
2,555
176
Cash in bank and at hand
74,145
36,314
76,700
36,490
Payables: amounts falling due within one year
Trade and other payables
15
(1,693)
(1,355)
Net current assets
75,007
35,135
Total assets less current liabilities
278,824
140,648
Provisions falling due after one year
16
(298)
-
Net assets
278,526
140,648
Equity attributable to equity holders
Called-up share capital
17
2,578
1,284
Share premium
195,529
41,730
Capital redemption reserve
33
-
Unrealised capital reserve
40,039
48,179
Realised capital reserve
28,304
7,017
Other distributable reserve
12,043
42,438
Total equity shareholders’ funds
278,526
140,648
Basic and diluted net asset value per share (pence)*
18
116.22
125.77
*excluding treasury shares
The accompanying notes on pages 81 to 98 form an integral part of these Financial Statements.
These Financial Statements were approved by the Board of Directors, and authorised for issue on 22 July 2025 and
were signed on its behalf by
Ben Larkin
Chairman
Company number: 05990732
78
Albion Enterprise VCT PLC
STATEMENT OF CHANGES IN EQUITY
INFORMATION
& FINANCIALS
Called-up
share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Unrealised
capital
reserve
£’000
Realised
capital
reserve*
£’000
Other
distributable
reserve*
£’000
Total
£’000
On 1 April 2024
1,284
41,730
-
48,179
7,017
42,438
140,648
Profit and total
comprehensive income for
the year
-
-
-
10,735
2,412
1,094
14,241
Transfer of previously
unrealised gains on
disposal of investments
-
-
-
(18,875)
18,875
-
-
Purchase of shares for
cancellation (including
costs)
(33)
-
33
-
-
(3,701)
(3,701)
Purchase of shares for
treasury
-
-
-
-
-
(1,966)
(1,966)
Shares issued to acquire
net assets of Albion
Development VCT PLC**
1,121
130,034
-
-
-
-
131,155
Issue of equity
206
24,402
-
-
-
-
24,608
Cost of issue of equity
-
(637)
-
-
-
-
(637)
Dividends paid***
-
-
-
-
-
(25,822)
(25,822)
On 31 March 2025
2,578
195,529
33
40,039
28,304
12,043
278,526
On 1 April 2023
1,154
25,520
-
41,735
10,885
50,436
129,730
Profit/(loss) and total
comprehensive income for
the year
-
-
-
5,053
(2,477)
758
3,334
Transfer of previously
unrealised losses on
disposal of investments
-
-
-
1,391
(1,391)
-
-
Purchase of shares for
treasury
-
-
-
-
-
(2,450)
(2,450)
Issue of equity
130
16,699
-
-
-
-
16,829
Cost of issue of equity
-
(489)
-
-
-
-
(489)
Dividends paid
-
-
-
-
-
(6,306)
(6,306)
On 31 March 2024
1,284
41,730
-
48,179
7,017
42,438
140,648
*Included within these reserves are amounts of £20,030,000 (2024: £24,459,000) which are considered distributable. On 1 April 2025 an
additional £12,816,000 became distributable as it was no longer restricted under the HMRC requirement that the Company cannot use capital
raised in the past three years to make a payment or distribution to shareholders.
**The assets and liabilities transferred through the acquisition of Albion Development VCT PLC are shown in note 10.
***This includes unclaimed dividends returned by the registrar. Full details can be found in note 9.
79
Albion Enterprise VCT PLC
STATEMENT OF CASH FLOWS
INFORMATION
& FINANCIALS
Year ended
31 March 2025
£’000
Year ended
31 March 2024
£’000
Cash flow from operating activities
Loan stock income received
992
846
Deposit interest received
804
440
Income from fixed term funds received
725
324
Dividend income received
370
227
Investment Manager’s fees paid
(3,592)
(2,499)
Other cash payments
(1,078)
(703)
Corporation tax paid
-
-
Net cash outflow used in operating activities
(1,779)
(1,365)
Cash flow from investing activities
Purchase of fixed asset investments
(14,017)
(8,862)
Proceeds from disposals of fixed asset investments
29,403
6,283
Net cash flow generated from investing activities
15,386
(2,579)
Cash flow from financing activities
Issue of share capital
19,899
15,368
Cost of issue of equity
(23)
(40)
Dividends paid (net of Dividend Reinvestment Scheme)
(21,689)
(5,298)
Purchase of own shares
(6,167)
(2,632)
Cash acquired from Albion Development VCT PLC
33,024
-
Merger costs (paid on behalf of the Company and Albion Development VCT PLC)
(820)
-
Net cash flow generated from financing activities
24,224
7,398
Increase in cash in bank and at hand
37,831
3,454
Cash in bank and at hand at start of year
36,314
32,860
Cash in bank and a hand at end of year
74,145
36,314
The accompanying notes on pages 81 to 98 form an integral part of these Financial Statements.
80
Albion Enterprise VCT PLC
1. Basis of preparation
The Financial Statements have been prepared in
accordance with applicable United Kingdom law and
accounting standards, including Financial Reporting
Standard 102 (“FRS 102”), and with the Statement
of Recommended Practice “Financial Statements of
Investment Trust Companies and Venture Capital Trusts”
(“SORP”) issued by The Association of Investment
Companies (“AIC”). The Financial Statements have been
prepared on a going concern basis and further details can
be found in the Directors’ report on page 48.
The preparation of the Financial Statements requires
management to make judgements and estimates
that affect the application of policies and reported
amounts of assets, liabilities, income and expenses. The
most critical estimates and judgements relate to the
determination of carrying value of investments at Fair
Value Through Profit and Loss (“FVTPL”) in accordance
with FRS 102 sections 11 and 12. The Company values
investments by following the International Private Equity
and Venture Capital Valuation (“IPEV”) Guidelines as
updated in 2022 and further detail on the valuation
techniques used are outlined in note 2 below.
Company information can be found on page 4.
2. Accounting policies
Fixed asset investments
The Company’s business is investing in financial assets
with a view to profiting from their total return in the form
of income and capital growth. This portfolio of financial
assets is managed and its performance evaluated on
a fair value basis, in accordance with a documented
investment policy, and information about the portfolio is
provided internally on that basis to the Board.
In accordance with the requirements of FRS 102, those
undertakings in which the Company holds more than
20% of the equity as part of an investment portfolio are
not accounted for using the equity method. In these
circumstances the investment is measured at FVTPL.
Upon initial recognition (using trade date accounting)
investments, including loan stock, are classified by the
Company as FVTPL and are included at their initial
fair value, which is cost (excluding expenses incidental
to the acquisition which are written off to the Income
statement).
Subsequently, the investments are valued at ‘fair value’,
which is measured as follows:
•
Listed investments (Level 1): For investments whose
securities are actively traded on a recognised
exchange, they are valued at their bid prices at the
end of the accounting period or otherwise at fair
value based on published price quotations.
•
Unquoted investments (level 3): For the Company’s
unquoted investments, or those securities which
are not traded on an active market, they are
valued using an appropriate valuation technique
in accordance with the IPEV Guidelines. Indicators
of fair value are derived using established
methodologies including earnings multiples,
revenue multiples, the level of third party offers
received, cost or price of recent investment rounds,
net assets and industry valuation benchmarks.
Where price of recent investment is used as
a starting point for estimating fair value at
subsequent measurement dates, this has been
benchmarked using an appropriate valuation
technique permitted by the IPEV guidelines.
•
In situations where cost or price of recent
investment is used, consideration is given to the
circumstances of the portfolio company since
that date in determining fair value. This includes
consideration of whether there is any evidence
of deterioration or strong definable evidence
of an increase in value. In the absence of these
indicators, other valuation techniques are
employed to conclude on the fair value as of the
measurement date. Examples of events or changes
that could indicate a diminution include:
- the performance and/or prospects of the
underlying business are significantly below
the expectations on which the investment was
based; or
- a significant adverse change either in the portfolio
company’s business or in the technological,
market, economic, legal or regulatory
environment in which the business operates; or
NOTES TO THE FINANCIAL STATEMENTS
INFORMATION
& FINANCIALS
81
Albion Enterprise VCT PLC
- market conditions have deteriorated, which may
be indicated by a fall in the share prices of quoted
businesses operating in the same or related
sectors.
The Company does not hold any Level 2 investments.
Investments are recognised as financial assets on
legal completion of the investment contract and are
de-recognised on legal completion of the sale of an
investment.
Dividend income is not recognised as part of the fair
value movement of an investment but is recognised
separately as investment income through the other
distributable reserve when a share becomes ex-
dividend.
Acquisition of assets and liabilities from Albion
Development VCT PLC
On 19 December 2024 the Company acquired the
assets and liabilities of Albion Development VCT
PLC at their fair value. The directors have considered
the substance of the assets and activities of Albion
Development VCT PLC in determining whether this
represents the acquisition of a business. In this case
the combination is not judged to be an acquisition
of a business, and therefore is not considered to be
a business combination. Rather, the cost to acquire
the assets of Albion Development VCT PLC has been
allocated between the acquired identifiable assets
and liabilities based on their relative fair values on
the acquisition date without attributing any amount
to goodwill or to deferred taxes. Assets and liabilities
transferred comprised investments, cash, loan notes
and other receivables/payables. The shares issued
for the value of the net assets transferred have been
recognised in share capital and share premium, as
shown in the Statement of Changes in Equity.
The income and costs for the period up to 18 December
2024 and the comparable period for last year reflect
the activities of the Company before the acquisition
and after that date reflect those of the Company as
enlarged by the acquisition. Further information is
contained in note 10 on page 87.
Current assets and payables
Receivables (including debtors due after more than
one year), payables and cash are carried at amortised
cost, in accordance with FRS 102. Debtors due after
more than one year meet the definition of a financing
transaction and are held at amortised cost, and interest
will be recognised through capital over the credit
period using the effective interest method. There are no
financial liabilities other than payables.
Provisions falling due after one year
Provisions falling due after one year relate to the
performance incentive fee payable to the Manager. The
provision requires management to make judgements
and estimates under the Basis of Preparation. The
performance incentive fee provision is the best
estimate of the probable amounts payable in respect
of the five year performance measurement period for
the performance incentive fee. The most significant
assumption when calculating this amount, is that
of future performance. This has been calculated by
reference to the Company’s five year rolling historic
returns and has been corroborated by a portfolio return
analysis using appropriate benchmarks.
Investment income
Dividend income
Dividend income is included in revenue when the right
to receive payment has been established, normally the
ex-dividend date.
Unquoted loan stock income
Fixed returns on non-equity shares and debt securities
are recognised when the Company’s right to receive
payment and expect settlement is established. Where
interest is rolled up and/or payable at redemption then
it is recognised as income unless there is reasonable
doubt as to its receipt.
Bank deposit income
Interest income is recognised on an accruals basis
using the rate of interest agreed with the bank.
Fixed term funds income
Income from fixed term funds is recognised on an
accruals basis using the agreed rate of interest.
Notes to the Financial Statements
82
Albion Enterprise VCT PLC
Investment management fee, performance
incentive fee and other expenses
All expenses have been accounted for on an accruals
basis. Expenses are charged through the other
distributable reserve except the following which are
charged through the realised capital reserve:
•
90% of management fees and 100% of
performance incentive fees, if any, are allocated
to the realised capital reserve.
•
Expenses which are incidental to the purchase or
disposal of an investment are charged through
the realised capital reserve.
Taxation
Taxation is applied on a current basis in accordance
with FRS 102. Current tax is tax payable/(refundable)
in respect of the taxable profit/(tax loss) for the current
period or past reporting periods using the tax rates and
laws that have been enacted or substantively enacted
at the financial reporting date. Taxation associated with
capital expenses is applied in accordance with the SORP.
Deferred tax is provided in full on all timing differences
at the reporting date. Timing differences are differences
between taxable profits and total comprehensive
income as stated in the Financial Statements that
arise from the inclusion of income and expenses in
tax assessments in periods different from those in
which they are recognised in the Financial Statements.
As a VCT the Company has an exemption from tax
on capital gains. The Company intends to continue
meeting the conditions required to obtain approval as a
VCT for the foreseeable future. The Company therefore,
should have no material deferred tax timing differences
arising in respect of the revaluation or disposal of
investments and the Company has not provided for any
deferred tax.
Share capital and reserves
Called-up share capital
This accounts for the nominal value of the Company’s
shares.
Share premium
This accounts for the difference between the price paid
for the Company’s shares and the nominal value of
those shares, less issue costs and transfers to the other
distributable reserve.
Capital redemption reserve
This reserve accounts for amounts by which the issued
share capital is diminished through the repurchase and
cancellation of the Company’s own shares.
Unrealised capital reserve
Increases and decreases in the valuation of
investments held at the year end against cost are
included in this reserve.
Realised capital reserve
The following are disclosed in this reserve:
•
gains and losses compared to cost on the
realisation of investments, or permanent
diminutions in value (including gains
recognised on the realisation of investment
where consideration is deferred that are not
distributable as a matter of law);
•
finance income in respect of the unwinding of the
discount on deferred consideration that is not
distributable as a matter of law;
•
expenses, together with the related taxation
effect, charged in accordance with the above
policies; and
•
dividends paid to equity holders where paid out
by capital.
Other distributable reserve
The special reserve, treasury share reserve and the
revenue reserve were combined in 2013 to form a
single reserve named “other distributable reserve”.
This reserve accounts for movements from the revenue
column of the Income statement, the payment of
dividends, the buy-back of shares, transfers from the
share premium and capital redemption reserve, and
other non-capital realised movements.
Dividends
Dividends by the Company are accounted for in the
period in which the liability to make the payment has
been established or approved at the Annual General
Meeting.
Segmental reporting
The Directors are of the opinion that the Company is
engaged in a single operating segment of business,
being investment in smaller companies principally
based in the UK.
Notes to the Financial Statements
83
Albion Enterprise VCT PLC
Notes to the Financial Statements
3. Gains on investments
Year ended
31 March 2025
£’000
Year ended
31 March 2024
£’000
Unrealised gains on fixed asset investments
10,735
5,053
Realised gains/(losses) on fixed asset investments
5,988
(438)
Unwinding of discount on deferred consideration
-
268
16,723
4,883
4. Investment income
Year ended
31 March 2025
£’000
Year ended
31 March 2024
£’000
Loan stock interest
909
762
Bank interest
738
505
Income from fixed term funds
725
324
Dividend income
370
106
2,742
1,697
5. Investment Manager’s fees
Year ended
31 March 2025
£’000
Year ended
31 March 2024
£’000
Investment management fees charged to revenue
364
256
Investment management fees charged to capital
3,278
2,307
Total investment management fee in the year
3,642
2,563
Movement in provision for performance incentive fee charged to capital
298
-
3,940
2,563
During the year, the Management Agreement was amended with effect from 19 December 2024. Further details of
the Management agreement under which the investment management fee and performance incentive fee are paid
is given in the Strategic report on pages 18 and 19.
During the year, services of a total value of £3,905,000 (2024: £2,822,000) were purchased by the Company from
Albion Capital Group LLP (“Albion”); this includes £3,642,000 (2024: £2,563,000) of management fee and £263,000
(2024: £259,000) of administration fee. There is no performance incentive fee payable in the year (2024: £nil). At
the financial year end, the amount due to Albion in respect of these services disclosed as accruals was £1,432,000
(2024: £762,000). The total annual running costs of the Company are capped at an amount equal to 2.5% of the
Company’s net assets, with any excess being met by Albion by way of a reduction in management fees.
A performance incentive fee provision of £298,000 (2024: £nil) has been recognised based on the Directors’ best
estimate and included in relation to potential performance incentive fees which arise from performance to 31
March 2025, which would become payable over the periods to 31 March 2029. The first possible payment will be
based on actual year end performance in relation to the five year period ending 31 March 2027. If the return for
the five year period exceeds the hurdle, the performance incentive fee for that period would become payable after
the adoption of the accounts at the 2027 AGM. Further details can be found in note 16.
84
Albion Enterprise VCT PLC
Notes to the Financial Statements
During the year, the Company was not charged by Albion in respect of Patrick Reeve’s services as a Director (2024:
£nil). Patrick retired as a Director on 19 December 2024.
Albion, its partners and staff (including Patrick Reeve) held 2,089,345 ordinary shares in the Company as at 31
March 2025.
Albion is, from time to time, eligible to receive arrangement fees and monitoring fees from portfolio companies.
During the year ended 31 March 2025, fees of £281,000 attributable to the investments of the Company were
received by Albion pursuant to these arrangements (2024: £173,000).
The Company has entered into an offer agreement relating to the Albion VCTs’ Prospectus Top Up Offers 2024/25
with the Company’s Manager, Albion, pursuant to which Albion received a fee of 3.0% of the gross proceeds of the
Offers and out of which Albion will pay the costs of the Offers, as detailed in the Prospectus.
6. Other expenses
Year ended
31 March 2025
£’000
Year ended
31 March 2024
£’000
Directors’ fees (including NIC)
121
122
Auditor’s remuneration for statutory audit services (excluding VAT)
69
53
Administration fee*
263
259
Merger costs**
464
-
Tax services
21
18
Other expenses
346
231
1,284
683
*An Administration fee cap was introduced post-merger from 19 December 2024. This cap resulted in a reduction in administration fee for the
period 19 December 2024 to 31 March 2025 of £101,000.
**These costs are exceptional and relate to the merger with Albion Development VCT PLC.
7. Directors’ fees
The amounts paid to and on behalf of the Directors during the year are as follows:
Year ended
31 March 2025
£’000
Year ended
31 March 2024
£’000
Directors’ fees
111
112
National insurance
10
10
121
122
The Company’s key management personnel are the non-executive Directors. Further information regarding
Directors’ remuneration can be found in the Directors’ remuneration report on pages 65 to 68.
85
Albion Enterprise VCT PLC
Notes to the Financial Statements
8. Tax on ordinary activities
Year ended
31 March 2025
£’000
Year ended
31 March 2024
£’000
UK corporation tax charge
-
-
Factors affecting the tax charge:
Year ended
31 March 2025
£’000
Year ended
31 March 2024
£’000
Profit on ordinary activities before taxation
14,241
3,334
Tax charge at the average companies rate of 25%
(2024: 25%)
3,560
834
Factors affecting the charge:
Non-taxable gains
(4,181)
(1,221)
Income not taxable
(93)
(27)
Non-deductibles expenses
8
-
Excess management expenses carried forward
706
414
-
-
Notes
(i)
Venture Capital Trusts are not subject to corporation tax on capital gains.
(ii)
Tax relief on expenses charged to capital has been determined by allocating tax relief to expenses by reference to the applicable
corporation tax rate and allocating the relief between revenue and capital in accordance with the SORP.
(iii)
The Company has excess management expenses of £18,211,000 (2024: £15,326,000) that are available for offset against future profits.
A deferred tax asset of £4,553,000 (2024: £3,832,000) has not been recognised in respect of these losses as they will be recoverable only
to the extent that the Company has sufficient future taxable profits.
(iv)
There is no expiry date on timing differences, unused tax losses or tax credits.
9. Dividends
Year ended
31 March 2025
£’000
Year ended
31 March 2024
£’000
First interim dividend of 3.14p per share paid on 30 August 2024 (31 August
2023 – 3.22p per share)
3,488
3,247
Special dividend of 13.50p per share paid on 25 October 2024 (£nil)
14,990
-
Second interim dividend of 3.28p per share paid on 28 February 2025 (29
February 2024 – 3.06p per share)
7,361
3,062
Unclaimed dividends
(17)
(3)
25,822
6,306
In addition to the dividends summarised above, the Board has declared a first dividend for the year ending 31
March 2026 of 2.91 pence per share to be paid on 29 August 2025 to shareholders on the register on 1 August
2025. The total dividend will be approximately £6,974,000.
86
Albion Enterprise VCT PLC
Notes to the Financial Statements
10. Acquisition of the assets and liabilities of Albion Development VCT PLC
On 19 December 2024, the following assets and liabilities of Albion Development VCT PLC (“AADV”) were
transferred to the Company in exchange for the issue to AADV shareholders of 112,097,051 shares in the Company
at an issue price of 117.00092 pence per share:
£’000
Fixed asset investments
98,336
Receivables
1,002
Cash in bank and at hand
33,024
Payables
(735)
Merger costs (AADV share)
(472)
131,155
On 19 December 2024, AADV was placed into members’ voluntary solvent liquidation pursuant to a scheme of
reconstruction under section 110 of the Insolvency Act 1986.
The net asset value (“NAV”) per share of each VCT used for the purposes of conversion at the calculation date of 18
December 2024 were 117.00 pence per share and 88.76 pence per share for the Company and AADV respectively.
The conversion ratio for each AADV share was 0.75864110 Albion Enterprise VCT PLC share for each AADV share.
11. Basic and diluted return per share
Year ended 31 March 2025
Year ended 31 March 2024
Revenue
Capital
Total
Revenue
Capital
Total
Profit attributable to equity shares (£’000)
1,094
13,147
14,241
758
2,576
3,334
Weighted average shares in issue (adjusted for treasury
shares)
144,242,082
101,138,059
Return attributable per equity share (pence)
0.76
9.11
9.87
0.75
2.55
3.30
The weighted average number of shares is calculated after adjusting for treasury shares of 18,185,333 (2024:
16,612,548).
There are no convertible instruments, derivatives or contingent share agreements in issue, and therefore is no
dilution affecting the return per share. The basic return per share is therefore the same as the diluted return per
share.
87
Albion Enterprise VCT PLC
Notes to the Financial Statements
12. Fixed asset investments
Investments held at fair value through profit or loss
31 March 2025
£’000
31 March 2024
£’000
Unquoted equity and preference shares
181,382
93,996
Unquoted loan stock
22,372
11,414
Quoted equity
63
103
203,817
105,513
31 March 2025
£’000
31 March 2024
£’000
Opening valuation
105,513
95,798
Purchases at cost
15,601
9,291
Transfer on merger
98,336
-
Disposal proceeds
(32,273)
(4,106)
Realised gains/(losses)
5,988
(438)
Movement in loan stock accrued income
(83)
(85)
Unrealised gains
10,735
5,053
Closing valuation
203,817
105,513
Movement in loan stock accrued income
Opening accumulated loan stock accrued income
83
168
Movement in loan stock accrued income
(83)
(85)
Closing accumulated loan stock accrued income
-
83
Movement in unrealised gains
Opening accumulated unrealised gains
48,179
41,735
Transfer of previously unrealised (gains)/losses to realised reserve on disposal of
investments
(18,875)
1,391
Movement in unrealised gains
10,735
5,053
Closing accumulated unrealised gains
40,039
48,179
Historic cost basis
Opening book cost
57,251
53,895
Purchases at cost
15,601
9,291
Transfer on merger
98,336
-
Disposals at cost
(7,410)
(5,935)
Closing book cost
163,778
57,251
Purchases and disposals detailed above do not agree to the Statement of cash flows due to restructuring of
investments, conversion of convertible loan stock and settlement of receivables and payables.
Loan stock accrued income above, represents only the loan stock interest which has been recognised as revenue
on the basis that it is expected to be received in accordance with the accounting policy in note 2. Where loan
stock interest does not meet the note 2 recognition criteria for investment income, it forms part of the investment
valuation where this is supported by the overall valuation of the portfolio company and is included within the
unrealised gains and losses on investments.
88
Albion Enterprise VCT PLC
Notes to the Financial Statements
Fixed asset investments are valued at fair value in accordance with the IPEV guidelines as follows:
Valuation methodology
31 March 2025
£’000
31 March 2024
£’000
Cost and price of recent investment (calibrated and reviewed for impairment)
115,822
46,805
Revenue multiple
59,399
24,800
Discounted cash flow– supported by third party valuation
12,111
5,674
Earnings multiple – supported by third party valuation
7,305
4,552
Earnings multiple
6,489
2,703
Discounted offer price
1,608
20,795
Net assets
1,020
81
203,754
105,410
When using the cost or price of a recent investment in the valuations, the Company looks to re-calibrate this price
at each valuation point by reviewing progress within the investment, comparing against the initial investment
thesis, assessing if there are any significant events, or milestones that would indicate the value of the investment
has changed and considering whether a market-based methodology (i.e. using multiples from comparable public
companies) or a discounted cashflow forecast would be more appropriate. The background to the transaction
is also considered when the price of investment may not be an appropriate measure of fair value, for example,
disproportionate dilution of existing investors from a new investor coming on board or the market conditions at the
time of investment no longer being a true reflection of fair value.
The main inputs into the calibration exercise, and for the valuation models using multiples, are revenue, EBITDA
and P/E multiples (based on the most recent revenue, EBITDA or earnings achieved and equivalent corresponding
revenue, EBITDA or earnings multiples of comparable companies), quality of earnings assessments and
comparability difference adjustments. Revenue multiples are often used, rather than EBITDA or earnings, due to the
nature of the Company’s investments, being in growth and technology companies which are not normally expected
to achieve profitability or scale for a number of years. Where an investment has achieved scale and profitability the
Company would normally then expect to switch to using an EBITDA or earnings multiple methodology.
In the calibration exercise and in determining the valuation for the Company’s equity instruments, comparable
trading multiples are used. In accordance with the Company’s policy, appropriate comparable companies based
on industry, size, developmental stage, revenue generation and strategy are determined and a trading multiple
for each comparable company identified is then calculated. The multiple is calculated by dividing the enterprise
value of the comparable group by its revenue, EBITDA or earnings. The trading multiple is then adjusted for
considerations such as illiquidity, marketability and other differences, advantages and disadvantages between the
portfolio company and the comparable public companies based on company specific facts and circumstances.
The investment in Quantexa, valued at £54,065,000 at 31 March 2025 (which increased in value by £7,682,000
in the year) was valued using a discount to price of recent investment (calibrated and reviewed for impairment)
methodology. This was a result of a recent Series F funding round (which included external investors) for Quantexa,
which completed in March 2025, and which the Company made a small partial disposal of its holding. The Board
looked at market comparable data including growth rates when conducting its calibration exercise and considered
the methodology used was the most appropriate.
As part of the valuation process, the majority of the asset backed businesses also have an annual external third
party valuation performed to support the investment managers valuations. The third party valuers are experts in
their fields, and have access to many similar business transactions in those specialty areas, and form part of the
Manager’s fair value assessment.
89
Albion Enterprise VCT PLC
Notes to the Financial Statements
Fair value investments had the following movements between valuation methodologies:
Change in valuation methodology (2024 to 2025)
Valuation at
31 March 2025
£’000
Explanatory note
Cost and price of recent investment (calibrated and
reviewed for impairment) to revenue multiple
9,680
More appropriate valuation methodology
Revenue multiple to cost and price of recent
investment (calibrated and reviewed for impairment)
5,565
More appropriate valuation methodology
Revenue multiple to discounted offer price
1,608
Offer accepted for portfolio company subject
to customary closing conditions and regulatory
approvals
The valuation will be the most appropriate valuation methodology for an investment within its market, with
regard to the financial health of the investment and the IPEV Guidelines. The Directors believe that, within these
parameters, these are the most appropriate methods of valuation as at 31 March 2025.
FRS 102 and the SORP requires the Company to disclose the inputs to the valuation methods applied to its
investments measured at FVTPL in a fair value hierarchy. The table below sets out fair value hierarchy definitions
using FRS102 s.2A.
Fair value hierarchy
Definition
Level 1
Unadjusted quoted prices in an active market
Level 2
Inputs to valuations are from observable sources and are directly or indirectly derived from prices
Level 3
Inputs to valuations not based on observable market data
The quoted investment is valued according to Level 1 valuation methods (Arecor Therapeutics PLC shown on page
30). Unquoted equity, preference shares and loan stock are all valued according to Level 3 valuation methods.
Investments held at fair value through profit or loss (Level 3) had the following movements:
31 March 2025
£’000
31 March 2024
£’000
Opening balance
105,410
95,368
Purchases at cost
15,601
9,291
Transfer on merger
98,283
-
Disposal proceeds
(32,273)
(3,928)
Movement in loan stock accrued income
(83)
(85)
Realised gains/(losses)
5,988
(375)
Unrealised gains
10,828
5,139
Closing balance
203,754
105,410
The Directors are required to consider the impact of changing one or more of the inputs used as part of the
valuation process to reasonable possible alternative assumptions. 56% of the portfolio of investments is equity
that is valued based on recent investment price, discounted offer price, net assets and cost and is therefore not
sensitised. An additional 11% of the portfolio is loan stock, which typically has a fixed or floating charge on the
assets of the portfolio company, and has therefore also not been sensitised. For the remainder of the portfolio, the
Board has considered the reasonable possible alternative input assumptions on the valuation of the portfolio and
believes that changes to inputs (by adjusting the earnings and revenue multiples) could lead to a change in the fair
value of the portfolio. The Board has reviewed the Manager’s adjusted inputs for a number of the largest portfolio
companies (by value) which covers 16% of the portfolio, as shown in the table below. This has resulted in a total
coverage of 83% of all the portfolio of investments.
90
Albion Enterprise VCT PLC
Notes to the Financial Statements
The main inputs considered for each type of valuation is as follows:
Valuation technique
Portfolio company sector
Input
Base
Case*
Change
in input
Change in
fair value of
investments
(£’000)
Change in
NAV (pence
per share)
Revenue multiple
Healthcare (including
digital healthcare)
Revenue
multiple
4.7x
+0.5x
1,511
0.63
-0.5x
(1,511)
(0.63)
Revenue multiple
Software & technology
Revenue
multiple
9.0x
+0.9x
873
0.36
-0.9x
(873)
(0.36)
Revenue multiple
Software & technology
Revenue
multiple
6.5x
+0.6x
783
0.33
-0.6x
(783)
(0.33)
*As detailed in the accounting policies on page 81, the base case is based on market comparables, discounted where appropriate for
marketability, in accordance with the IPEV guidelines.
The impact of these changes could result in an overall increase in the valuation of the unquoted equity investments
by £3,167,000 (1.7%) or a decrease in the valuation of equity investments by £3,167,000 (1.7%). The percentages
are calculated on the unquoted equity investments of £181,382,000.
13. Significant interests
The principal activity of the Company is to select and hold a portfolio of investments. Although the Company,
through the Manager, will, in some cases, be represented on the Board of the portfolio company, it will not take a
controlling interest or become involved in the management. The size and structure of the companies with unquoted
securities may result in certain holdings in the portfolio representing a participating interest without there being
any partnership, joint venture or management consortium agreement. The investment listed below is held as part
of an investment portfolio and therefore, as permitted by FRS 102 section 14.4B, it is measured at FVTPL and not
accounted for using the equity method.
The Company has interests of greater than 20% of the nominal value of any class (some of which are non-voting)
of the allotted shares in the portfolio company on 31 March 2025 as described below:
Company
Registered
postcode
Loss before
tax
£’000
Aggregate
capital and
reserves
£’000
Result for year
ended
% class and
share type
% total
voting rights
Greenenerco Limited
EC1M 5QL, UK
n/a*
260
31 March 2024
32.6%
A ordinary
32.6%
Proveca Limited
M2 3DE, UK
(1,381)
(705)
31 July 2024
21.4%
D-I ordinary
21.4%
The Street by Street
Solar Programme
Limited
EC1M 5QL, UK
n/a*
(936)
30 November
2023
21.0%
A ordinary
21.0%
Regenerco Renewable
Energy Limited
NG1 5AQ, UK
n/a*
(586)
31 December
2023
24.4%
A ordinary
24.4%
Alto Prodotto Wind
Limited
EC1M 5QL, UK
n/a*
546
31 March 2024
20.5%
ordinary
20.5%
Formicor
Pharmaceuticals
Limited
EC1M 5QL, UK
n/a**
n/a**
n/a**
24.0%
seed
preference
24.0%
*Filleted accounts which do not disclose this information.
**The Company has not filed accounts to date.
91
Albion Enterprise VCT PLC
Notes to the Financial Statements
14. Current assets
Trade and other receivables
31 March 2025
£’000
31 March 2024
£’000
Prepayments and accrued income
38
98
Other receivables
188
37
Deferred consideration under one year
2,329
41
2,555
176
The deferred consideration under one year relates to the balance of proceeds due arising from the sale of several
investments during the year. Deferral is in line with contractual terms and is expected to be settled in the coming
year. No amounts are past due at the balance sheet date.
The Directors consider that the carrying amount of receivables is not materially different to their fair value.
15. Payables: amounts falling due within one year
31 March 2025
£’000
31 March 2024
£’000
Trade payables
148
525
Accruals and deferred income
1,545
830
1,693
1,355
The Directors consider that the carrying amount of payables is not materially different to their fair value.
16. Provisions and significant estimates
31 March
2025
£’000
31 March
2024
£’000
Opening performance incentive fee provision
-
-
Charged to profit and loss
298
-
Amounts charged against provision
-
-
Closing performance incentive fee provision
298
-
In accordance with the AIC SORP and FRS 102, a provision for a performance incentive fee (“PIF”) is required to
be estimated and accounted for in the financial statements. The PIF is calculated on a five year rolling average
performance basis, with a 5% hurdle applied to the opening net asset value each year, which is in line with our
current dividend target.
Any PIF is only paid on actual year end audited results, and therefore the provision of £298,000 is the Board’s best
estimate of the potential obligation relating to the inclusion of realised performance from 1 April 2020 to 31 March
2025 and would be payable, if earned, over the three years from 31 March 2027 to 31 March 2029.
The most significant assumption when calculating this amount, is that of future performance. Audited financial
results for the period from 1 April 2023 to 31 March 2025 are included in the calculation; a forecast has been used
for future years assuming performance is achieved in line with the five year historic rolling average. The provision
included in the financial statements has been calculated on this basis and has been corroborated by a portfolio
return analysis using appropriate benchmarks.
92
Albion Enterprise VCT PLC
Notes to the Financial Statements
The average blended return per annum over each rolling five year period since the Company’s inception and Albion
Development VCT PLC’s inception to the date of approval of the new performance fee arrangements was 6.54%.
This smooths the performance through the various economic events and cycles seen since inception. This has
resulted in a provision of £298,000 at 31 March 2025. The amount due at 31 March 2025 is £nil and no amount
will be payable until the end of the first 5 year period that ends on 31 March 2027 at the earliest.
17. Called-up share capital
Allotted, called-up and fully paid:
£’000
128,442,503 ordinary shares of 1 penny each at 31 March 2024
1,284
132,745,981 ordinary shares of 1 penny each issued during the year*
1,327
3,341,893 ordinary shares of 1 penny each cancelled during the year
(33)
257,846,591 ordinary shares of 1 penny each at 31 March 2025
2,578
16,612,548 ordinary shares of 1 penny each held in treasury at 31 March 2024
(166)
1,572,785 ordinary shares of 1 penny each purchased during the year to be held in treasury
(16)
18,185,333 ordinary shares of 1 penny each held in treasury at 31 March 2025
(182)
Voting rights of 239,661,258 ordinary shares of 1 penny each at 31 March 2025
2,397
*This includes 112,097,051 shares issued to Albion Development VCT PLC shareholders as part of the merger. More details on this can be found
in note 10.
The Company purchased 1,572,785 shares (2024: 2,054,182) to be held in treasury at a nominal value of £15,728
and a cost of £1,966,000 (2024: £2,450,000) representing 0.61% of the shares in issue on 31 March 2025, leading
to a balance of 18,185,333 shares (2024: 16,612,548) in treasury representing 7.1% (2024: 12.9%) of the shares in
issue on 31 March 2025.
The Company also purchased 3,341,893 ordinary shares for cancellation (2024: nil) during the year at a total cost
of £3,701,000 which is included within the other distributable reserve.
Under the terms of the Dividend Reinvestment Scheme, the following new ordinary shares of nominal value 1 penny
each were allotted during the year:
Date of allotment
Number of
shares allotted
Aggregate
nominal value
of shares
(£’000)
Issue price
(pence per share)
Net
invested
(£’000)
Opening
market price on
allotment date
(pence per share)
30 August 2024
416,507
4
132.96
533
126.00
25 October 2024
1,987,326
20
119.46
2,353
113.50
28 February 2025
1,062,950
11
113.72
1,187
108.50
3,466,783
4,073
Under the terms of the Albion VCTs Prospectus Top Up Offers 2023/24 and 2024/25, the following new ordinary
shares of nominal value 1 penny each, were allotted during the year:
93
Albion Enterprise VCT PLC
Date of allotment
Number of
shares allotted
Aggregate
nominal value
of shares
(£’000)
Issue price
(pence per share)
Net
consideration
received*
(£’000)
Opening market
price on allot-
ment date (pence
per share)
16 April 2024
82,167
1
128.70
104
119.50
16 April 2024
15,460
-
129.36
19
119.50
16 April 2024
266,592
3
130.03
336
119.50
21 March 2025
2,914,373
29
117.94
3,369
110.50
21 March 2025
897,278
9
118.55
1,037
110.50
21 March 2025
13,006,277
130
119.16
15,034
110.50
17,182,147
19,899
*Net consideration received is calculated as the amount received by the Company after Offer costs of up to 3.0% as detailed in the Prospectus.
18. Basic and diluted net asset value per share
31 March 2025
(pence per share)
31 March 2024
(pence per share)
Basic and diluted net asset value per share
116.22
125.77
The basic and diluted net asset value per share at the year end is calculated in accordance with the Articles of
Association and is based upon total shares in issue (less treasury shares) of 239,661,258 at 31 March 2025 (2024:
111,829,955).
19. Capital and financial instruments risk management
The Company’s capital comprises ordinary shares as described in note 17. The Company is permitted to buy-back
its own shares for cancellation or treasury purposes.
The Company’s financial instruments comprise equity and loan stock investments in quoted and unquoted
companies, cash balances, receivables and payables which arise from its operations. The main purpose of these
financial instruments is to generate cash flow and revenue and capital appreciation for the Company’s operations.
The Company has no gearing or other financial liabilities apart from short term payables. The Company does not
use any derivatives for the management of its Balance sheet.
The principal financial instrument risks arising from the Company’s operations are:
•
investment or market risk (which comprises investment price and cash flow interest rate risk);
•
credit risk; and
•
liquidity risk.
The Board regularly reviews and agrees policies for managing each of these risks. There have been no changes in
the nature of the risks that the Company has faced during the past year, and apart from where noted below, there
have been no changes in the objectives, policies or processes for managing risks during the past year. The key risks
are summarised below.
Market risk
As a Venture Capital Trust, it is the Company’s specific nature to evaluate and control the market risk of its portfolio
in quoted and unquoted companies, details of which are shown on pages 29 to 30. Market risk is the exposure of
the Company to the revaluation and devaluation of investments. The main driver of market risk is the operational
and financial performance of the portfolio company and the dynamics of market quoted comparators. The
Manager receives management accounts from portfolio companies and members of the investment management
Notes to the Financial Statements
94
Albion Enterprise VCT PLC
team often sit on the boards of unquoted portfolio companies; this enables the close identification, monitoring and
management of investment risk.
The Manager and the Board formally review market risk, both at the time of initial investment and at quarterly
Board meetings.
The Board monitors the prices at which sales of investments are made to ensure that profits to the Company are
maximised, and that valuations of investments retained within the portfolio are appropriately realistic compared to
prices being achieved in the market for sales of quoted and unquoted investments.
The maximum investment risk as at the balance sheet date is the value of the fixed asset investment portfolio
which is £203,817,000 (2024: £105,513,000). Fixed asset investments form 73% of the net asset value as at 31
March 2025 (2024: 75%).
More details regarding the classification of fixed asset investments are shown in note 12.
Investment risk (including investment price risk)
Investment risk (including investment price risk) is the risk that the fair value of future investment cash flows will
fluctuate due to factors specific to an investment instrument or to a market in similar instruments. As a Venture
Capital Trust, the Company invests in accordance with the investment policy set out on page 7. The management
of risk within the venture capital portfolio is addressed through careful investment selection, by diversification
across different industry segments, by maintaining a wide spread of holdings in terms of financing stage and by
limitation of the size of individual holdings. The Directors monitor the Manager’s compliance with the investment
policy, review and agree policies for managing this risk and monitor the overall level of risk on the investment
portfolio on a regular basis.
Valuations are based on the most appropriate valuation methodology for an investment within its market,
with regard to the financial health of the investment and the IPEV Guidelines. Details of the industries in which
investments have been made are contained in the Portfolio of investments section on pages 29 to 30 and in the
Strategic report.
As required under FRS 102 the Board is required to illustrate by way of a sensitivity analysis the extent to which the
assets are exposed to market risk. In order to show the impact of sensitivity in market movements on the Company,
a 10% increase or decrease in the valuation of the fixed asset investment portfolio (keeping all other variables
constant) would increase or decrease the net asset value and return for the year by £20,382,000. A 20% increase
or decrease in the valuation of the fixed asset investment portfolio (keeping all other variables constant) would
increase or decrease the net asset value and return for the year by £40,764,000. A 10% to 20% sensitivity has been
selected given that most fluctuations of both the Company and the FTSE All-Share Index’s historical performance
have been within this range and has been deemed appropriate based on the current level of uncertainty and
volatility in markets around the world.
Further sensitivity analysis on fixed asset investments is included in note 12.
Interest rate risk
The Company is exposed to fixed and floating rate interest rate risk on its financial assets. On the basis of the
Company’s analysis, it was estimated that a rise or fall of 1% in all interest rates would have increased or decreased
the investment income for the year by approximately £552,000 (2024: £346,000).
The weighted average effective interest rate applied to the Company’s unquoted loan stock during the year
was approximately 8.5% (2024: 9.1%). The weighted average period to maturity for the unquoted loan stock is
approximately 3.6 years (2024: 3.1 years).
Notes to the Financial Statements
95
Albion Enterprise VCT PLC
Notes to the Financial Statements
The Company’s financial assets and liabilities, all denominated in pounds sterling, consist of the following:
31 March 2025
31 March 2024
Fixed
rate
£’000
Floating
rate
£’000
Non-
interest
bearing
£’000
Total
£’000
Fixed
rate
£’000
Floating
rate
£’000
Non-
interest
bearing
£’000
Total
£’000
Unquoted
equity
-
-
181,382
181,382
-
-
93,996
93,996
Quoted equity
-
-
63
63
-
-
103
103
Unquoted loan
stock
17,797
-
4,575
22,372
8,485
-
2,929
11,414
Receivables*
-
-
2,517
2,517
-
-
143
143
Current
liabilities
-
-
(1,693)
(1,693)
-
-
(1,355)
(1,355)
Cash
28,152
45,993
-
74,145
12,427
23,887
-
36,314
45,949
45,993
186,844
278,786
20,912
23,887
95,816
140,615
*The receivables do not reconcile to the Balance sheet as prepayments are not included in the above table.
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
receivables, investment in unquoted loan stock and through the holding of cash on deposit with banks.
The Manager evaluates credit risk on loan stock prior to investment, and as part of its ongoing monitoring
of investments. In doing this, it takes into account the extent and quality of any security held. For loan stock
investments made prior to 6 April 2018, which account for 69% of loan stock value, typically loan stock instruments
have a fixed or floating charge, which may or may not have been subordinated, over the assets of the portfolio
company in order to mitigate the gross credit risk.
The Manager receives management accounts from portfolio companies, and members of the investment
management team often sit on the boards of unquoted portfolio companies; this enables the close identification,
monitoring and management of investment specific credit risk.
The Manager and the Board formally review credit risk (including receivables) and other risks, both at the time of
initial investment and at quarterly Board meetings.
The Company’s total gross credit risk as at 31 March 2025 was limited to £22,372,000 (2024: £11,414,000) of
unquoted loan stock instruments, £74,145,000 (2024: £36,314,000) of cash deposits with banks and £2,555,000
(2024: £176,000) of other receivables.
At the balance sheet date, cash in bank and at hand held by the Company was held with Lloyds Bank plc, Scottish
Widows Bank plc (part of Lloyds Banking Group), Barclays Bank plc, Bank of Montreal, Nordea Bank Abp, and
National Westminster Bank plc. Credit risk on cash transactions was mitigated by transacting with counterparties
that are regulated entities subject to prudential supervision, with high credit ratings assigned by international
credit-rating agencies.
The Company has an informal policy of limiting counterparty banking and floating rate note exposure to a
maximum of 20% of net asset value for any one counterparty.
The credit profile of unquoted loan stock is described under liquidity risk below.
96
Albion Enterprise VCT PLC
Notes to the Financial Statements
Liquidity risk
Liquid assets are held as cash on current account, on deposit, in bonds or short term money market accounts.
Under the terms of its Articles, the Company has the ability to borrow up to 10% of its adjusted share capital and
reserves of the latest published audited Balance sheet, which amounts to £27,155,000 as at 31 March 2025 (2024:
£13,713,000).
The Company has no committed borrowing facilities as at 31 March 2025 (2024: nil). The Company had cash
balances of £74,145,000 (2024: £36,314,000). The main cash outflows are for new investments, share buy-backs
and dividend payments, which are within the control of the Company. The Manager formally reviews the cash
requirements of the Company on a monthly basis, and the Board on a quarterly basis, as part of its review of
management accounts and forecasts. The Company’s financial liabilities which are predominantly short term in
nature total £1,991,000 as at 31 March 2025 (2024: £1,355,000).
The carrying value of loan stock investments as analysed by expected maturity dates is as follows:
31 March 2025
31 March 2024
Redemption date
Fully
performing
£’000
Past due
£’000
Valued
below cost
£’000
Total
£’000
Fully
performing
£’000
Past due
£’000
Valued
below cost
£’000
Total
£’000
Less than one year
10,561
-
1,610
12,171
6,966
-
81
7,047
1-2 years
387
-
-
387
567
-
-
567
2-3 years
13
-
-
13
47
-
-
47
3-5 years
4,259
-
-
4,259
1,315
-
-
1,315
5+ years
5,542
-
-
5,542
2,438
-
-
2,438
Total
20,762
-
1,610
22,372
11,333
-
81
11,414
Loan stock can be past due as a result of interest or capital not being paid in accordance with contractual terms.
The cost of loan stock investments valued below cost is £2,530,000 (2024: £95,000). This has increased over the
last year due to the investments acquired through the merger with Albion Development VCT PLC.
The Company does not hold any assets as the result of the enforcement of security during the period and believes
that the carrying values for both those valued below cost and past due assets are covered by the value of security
held for these loan stock investments.
In view of the factors identified above, the Board considers that the Company is subject to low liquidity risk.
Fair values of financial assets and financial liabilities
All the Company’s financial assets and liabilities as at 31 March 2025 are stated at fair value as determined by
the Directors, with the exception of receivables, payables and cash which are carried at amortised cost. There are
no financial liabilities other than payables. The Company’s financial liabilities are all non-interest bearing. It is the
Directors’ opinion that the book value of the financial liabilities is not materially different to the fair value and all
are payable within one year.
20. Commitments and contingencies
The Company had no financial commitments in respect of investments as at 31 March 2025 (2024: £nil).
There are no contingent liabilities or guarantees given by the Company as at 31 March 2025 (2024: £nil).
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Albion Enterprise VCT PLC
21. Post balance sheet events
Since the year end, the Company has had the following material post balance sheet events.
•
Investments totalling £10.7 million in four new and eight existing portfolio companies; and
•
Deferred consideration of £2.3 million received from the sale of Egress Software Technologies.
Cancellation of share premium account
The Company obtained authority to cancel the amount standing to the credit of its share premium account at the
General Meeting on 11 December 2024. The purpose of the proposal was to increase the distributable reserves
available to the Company for the payment of dividends, the buy-back of shares, and for other corporate purposes.
The proposal received the consent of the Court on 13 May 2025, and the changes have been registered at
Companies House on 20 May 2025. Over time, this will create additional distributable reserves of £195.5 million.
22. Related party transactions
Other than transactions with the Manager as disclosed in note 5 and the Directors’ remuneration disclosed in
the Directors’ remuneration report on pages 65 to 68, there are no other related party transactions or balances
requiring disclosure.
Notes to the Financial Statements
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AIC
Association of Investment Companies.
Albion or Albion Capital
Albion Capital Group LLP
Alternative performance measure (“APM”)
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. APMs provide
shareholders with useful information on the performance of the business. A number of terms within this glossary
are considered an APM.
Cumulative dividends paid (APM)
The total amount of dividend distributions by the Company since launch in 2006 to the year end. Dividends paid in
the year are shown in note 9.
AADV
Albion Development VCT PLC.
Merger with AADV
Details on the merger with AADV which completed on 19 December 2024 can be found in the circular at:
www.albion.capital/mergers.
Movement in total shareholder value
Calculated using the total shareholder value per share for the year divided by the opening Net Asset Value.
Net asset value (“NAV”)
The value of the Company’s total assets less its total liabilities. This equals the total equity shareholders’ funds.
Net asset value per share (“NAV per share”)
NAV per share is calculated as net asset value divided by the number of ordinary shares in issue (excluding Treasury
shares).
Ongoing charges ratio (APM)
Calculated using The Association of Investment Companies’ (AIC) recommended methodology. This figure shows
shareholders the total recurring annual running expenses (including investment management fees charged to
capital reserves) as a percentage of the average net assets attributable to shareholders.
Ongoing charges ratio calculation
Year ended
31 March 2025
£’000
Year ended
31 March 2024
£’000
A
Recurring annual running expenses
4,430
3,235
B
Average net assets
181,422
129,423
Ongoing charges (A/B)
2.44%
2.50%
Pps
Pence per share.
Shareholder return (APM)
Calculated as the movement in total shareholder value per share for the year. The shareholder return for the year is
GLOSSARY OF TERMS
INFORMATION
& FINANCIALS
Glossary of terms
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Albion Enterprise VCT PLC
calculated as closing NAV at 31 March 2025 of 116.22pps, adding the dividends paid in the year of 19.92pps, less
the opening NAV at 1 April 2024 of 125.77pps. This gives a 10.37pps shareholder return in the year.
Shareholder return percentage (APM)
Calculated as the Shareholder return divided by the opening NAV. The shareholder return percentage for the year
ended 31 March 2025 is 10.37pps divided by the opening NAV of 125.77pps. This gives an 8.24% shareholder
return percentage.
Total shareholder value per share (APM)
Calculated using the NAV per share plus dividends paid per ordinary share since launch in 2006. This shows
shareholders the returns both in terms of the performance of the Company but also including dividends issued from
the Company which no longer form part of the Company’s assets. Total shareholder return per share over the past
10 years (rebased to 100 and with dividends reinvested) can be found in the graph on page 8.
Total shareholder return per share (with dividends reinvested) (APM)
The total shareholder return per share to the shareholder including original amount invested (rebased to 100) from
1 April 2015 assuming that dividends were invested at the net asset value of the Company at the time that the
shares were quoted ex-dividend. Transaction costs are not taken into account.
Total return to shareholders in a period (APM)
This return comprises dividends paid and the change in net asset value over the relevant periods. For example, the
5 year total return to shareholders is calculated as the closing period NAV at 31 March 2025 of 116.22pps and the
opening NAV on 1 April 2020 of 106.54pps. Total dividends paid in this 5 year period were 44.22pps. This gives a
total return to shareholders in this 5 year period of 53.90pps.
Total return to shareholders percentage (APM)
This percentage is calculated as the total return to shareholders in a period divided by the opening NAV. For
example, the 5 year total return to shareholders percentage is the shareholder return for the period (53.90pps per
the above calculation), divided by the opening NAV on 1 April 2020 of 106.54pps. This gives a 5 year total return to
shareholders percentage of 50.60%.
Voting rights
Each ordinary share in the Company is entitled to one vote. Total voting rights is therefore the total number of
ordinary shares (except for treasury shares, which have no right to dividends or voting rights) in the Company.
SHAREHOLDERS SHOULD TAKE NOTE THAT THIS WILL BE A VIRTUAL AGM AND FURTHER DETAILS WILL BE
MADE AVAILABLE AT WWW.ALBION.CAPITAL/VCT-FUNDS/AAEV.
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Albion Enterprise VCT PLC (the “Company”) will be
held virtually at noon on 10 September 2025 for the following purposes of considering and, if thought fit, to pass
the following resolutions, of which resolutions 1 to 11 will be proposed as ordinary resolutions and resolutions 12
and 13 will be proposed as special resolutions.
Ordinary Business
1.
To receive and adopt the Company’s accounts for the year ended 31 March 2025 together with the Strategic
report and the reports of the Directors and Auditor.
2.
To approve the Directors’ remuneration report for the year ended 31 March 2025.
3.
To re-elect Christopher Burrows as a director of the Company.
4.
To re-elect Philippa Latham as a director of the Company.
5.
To re-elect Rhodri Whitlock as a director of the Company.
6.
To elect Ben Larkin as a director of the Company.
7.
To elect Lord O’Shaughnessy as a director of the Company.
8.
To re-appoint Johnston Carmichael LLP as Auditor of the Company to hold office from conclusion of the
meeting to the conclusion of the next meeting at which audited accounts are to be laid.
9.
To authorise the Directors to agree the Auditor’s remuneration.
Special Business
10.
Authority to allot shares
That the Directors be and hereby are generally and unconditionally authorised in accordance with section
551 of the Companies Act 2006 (the “Act”) to exercise all powers of the Company to allot ordinary shares
of 1 penny each in the Company (“Shares”) up to an aggregate nominal amount of £515,693 (representing
approximately 20% of the issued ordinary share capital as at the date of this Notice) provided that this
authority shall expire 15 months from the date that this resolution is passed, or if earlier, at the conclusion
of the Annual General Meeting of the Company to be held in 2026, but so that the Company may, before
the expiry of such period, make an offer or agreement which would or might require Shares to be allotted or
rights to subscribe for or convert securities into Shares to be granted after such expiry and the Directors may
allot Shares pursuant to such an offer or agreement as if this authority had not expired.
11.
Renewal of the Company’s dividend reinvestment scheme and authority to allot shares under the scheme
That, in accordance with article 117 of the Company‘s articles of association (the “Articles”), the Directors be
and are hereby authorised to continue to apply the Company’s dividend reinvestment scheme on the terms and
conditions of that scheme (as set out on the Company’s webpage at www.albion.capital/vct-funds/AAEV) and
to apply such scheme to all dividends that may be declared on the Shares within the period from the passing
of this resolution 11 and ending at the conclusion of the fifth Annual General Meeting of the Company to be
held following the date of this meeting and, in addition to the authority contained in resolution number 10,
the Directors be and hereby are generally and unconditionally authorised in accordance with section 551 of
the Act to exercise all powers of the Company to allot Shares up to an aggregate nominal amount of £257,847
(representing approximately 10% of the issued ordinary share capital as at the date of this Notice) pursuant to
the terms and conditions of the dividend reinvestment scheme referred to above and to apply that scheme to all
dividends declared or paid in the period commencing on the date of this resolution 11 and ending on the later
of 15 months from the date that this resolution is passed, or if earlier, at the conclusion of the Annual General
Meeting of the Company to be held in 2026.
NOTICE OF ANNUAL GENERAL MEETING
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Albion Enterprise VCT PLC
INFORMATION
& FINANCIALS
12.
Authority for the disapplication of pre-emption rights
That, subject to the authority and conditional on the passing of resolution number 10, the Directors be and
hereby are empowered, in accordance with sections 570 and 573 of the Act, to allot equity securities (within
the meaning of section 560 of the Act) for cash pursuant to the authority conferred by resolution number 10
and/or sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Act did
not apply to any such allotment or sale.
Under this power the Directors may impose any limits or restrictions and make any arrangements which they
deem necessary or expedient to deal with any treasury shares, fractional entitlements, record dates, legal,
regulatory or practical problems in, or laws of, any territory or other matter, arising under the laws of, or the
requirements of any recognised regulatory body or any stock exchange in, any territory or any other matter.
This power shall expire 15 months from the date that this resolution is passed or, if earlier, the conclusion of
the Annual General Meeting of the Company to be held in 2026, save that the Company may, before such
expiry, make an offer or agreement which would or might require equity securities to be allotted after such
expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if this
power had not expired.
13.
Authority to purchase own shares
That, subject to and in accordance with the Articles, the Company be and hereby are generally and
unconditionally authorised, pursuant to and in accordance with section 701 of the Act, to make market
purchases (within the meaning of section 693(4) of the Act) of Shares on such terms as the Directors think fit,
provided always that:
a) the maximum aggregate number of Shares hereby authorised to be purchased is 38,651,204 Shares or, if
lower, such number of Shares representing 14.99% of the issued ordinary share capital of the Company as
at the date of the passing of this resolution;
b) the minimum price, exclusive of any expenses, which may be paid for a Share is 1 penny;
c) the maximum price which may be paid for a Share shall be an amount equal to the higher of (a) 5% above
the average of the middle market quotations for a Share taken from the London Stock Exchange Daily
Official List for the five business days immediately preceding the date on which the share is purchased;
and (b) the amount stipulated by Article 5(6) of the Market Abuse Regulation (596/2014/EU) (as such
regulation forms part of UK law as amended);
d) the authority hereby conferred shall, unless previously revoked, varied or renewed, expire 15 months from
the date that this resolution is passed or, if earlier, at the conclusion of the Annual General Meeting of the
Company to be held in 2026; and
e) the Company may enter into a contract or contracts to purchase Shares under this authority before the
expiry of the authority which will or may be executed wholly or partly after the expiry of the authority,
and may make a purchase of shares in pursuance of any such contract or contracts as if the authority
conferred hereby had not expired.
By Order of the Board
Albion Capital Group LLP
Company Secretary
Registered office
1 Benjamin Street
London, EC1M 5QL
22 July 2025
Albion Enterprise VCT PLC is registered in England and Wales with company number 05990732.
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Notice of Annual General Meeting
Notice of Annual General Meeting
Notes
1.
Members entitled to participate virtually in, speak and vote at the Annual General Meeting (“AGM”) may appoint a proxy
or proxies (who need not be a member of the Company) to exercise these rights in their place at the AGM. A member may
appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares.
Proxies may only be appointed by:
• completing and returning the Form of Proxy enclosed with this Notice to Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol BS99 6ZY; or
• going to www.eproxyappointment.com and following the instructions provided there; or
• by having an appropriate CREST message transmitted, if you are a user of the CREST system (including CREST personal
members).
Return of the Form of Proxy will not preclude a member from participating virtually in the meeting and voting. A member
may not use any electronic address provided in the Notice of this meeting to communicate with the Company for any
purposes other than those expressly stated.
To be effective the Form of Proxy must be completed in accordance with the instructions and received by the Registrars of the
Company by noon on 8 September 2025.
At the AGM, all resolutions will be voted on by way of a poll. On a vote by poll, every shareholder who participates virtually or
by proxy has one vote for every ordinary share of which they are the holder.
In accordance with good governance practice, the Company is offering shareholders use of an online service, offered by the
Company’s registrar, Computershare Investor Services, at www.eproxyappointment.com. Shareholders can use this service
to vote or appoint a proxy online. The same voting deadline of noon on 8 September 2025 applies as if you were using your
Personalised Voting Form to vote, or appoint a proxy by post to vote for you. Shareholders who hold their shares electronically
may submit their votes through CREST, by submitting the appropriate and authenticated CREST message so as to be
received by the Company’s registrar not later than two business days before the start of the meeting. Instructions on how to
vote through CREST can be found by accessing the following website: www.euroclear.com. Shareholders should not show this
information to anyone unless they wish to give proxy instructions on their behalf.
2.
Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 (“the
Act”) to enjoy information rights (a “Nominated Person”) may, under an agreement between him or her and the member by
whom he or she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM.
If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he or she may, under any such
agreement, have a right to give instructions to the member as to the exercise of voting rights.
The statement of rights of members in relation to the appointment of proxies in note 1 above does not apply to Nominated
Persons. The rights described in that note can only be exercised by members of the Company.
3.
To be entitled to participate virtually in and vote at the AGM (and for the purpose of the determination by the Company of
the votes they may cast), members must be registered in the register of members of the Company at noon on 8 September
2025 (or, in the event of any adjournment, on the date which is two business days before the time of the adjourned meeting).
Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person
to participate virtually and vote at the meeting.
4.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so
for this AGM and any adjournment(s) by using the procedures described in the CREST Manual. CREST personal members or
other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer
to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message
(a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK and Ireland Limited’s
specifications, and must contain the information required for such instruction, as described in the CREST Manual (available
via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment
to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the
issuer’s agent by noon on 8 September 2025. For this purpose, the time of receipt will be taken to be the time (as determined
by the time stamp applied to the message by the CREST Application Host) from which the issuer’s agent is able to retrieve
the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies
appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK and
Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings
and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST
member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a
voting service provider, to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be
necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection,
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Notice of Annual General Meeting
CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those
sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
5.
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of
its powers as a member provided that they do not do so in relation to the same shares.
6.
A copy of this Notice, and other information regarding the meeting, as required by section 311A of the Act, is available from
www.albion.capital/vct-funds/AAEV under the ‘Financials’ section.
7.
Any member participating virtually in the meeting has the right to ask questions. The Company must cause to be answered
any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do
so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (b) the
answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of
the Company or the good order of the meeting that the question be answered.
Given that the Company has some 11,500 shareholders, to enable the Board and the Manager to respond to questions,
and to ensure sufficient time is devoted to managing the assets on behalf of the shareholders, the Directors ask that the
members submit no more than two questions per shareholder, which should be of a substantive nature and relating to the
business being dealt with at the meeting.
8.
Copies of letters of appointment between the Directors and the Company will be available for inspection at the registered
office of the Company during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays)
from the date of this Notice until the conclusion of the meeting.
9.
Under section 527 of the Act members meeting the threshold requirements set out in that section have the right to require
the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts
(including the Auditor’s report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstances
connected with an Auditor of the Company ceasing to hold office since the previous meeting at which the annual accounts
and reports were laid in accordance with section 437 of the Act. The Company may not require the members requesting
any such website publication to pay its expenses in complying with section 527 and 528 of the Act. Where the Company is
required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company’s
Auditor not later than the time when it makes the statement available on the website. The business which may be dealt
with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on a
website.
10.
Members satisfying the thresholds in Section 338 of the Companies Act 2006 may require the Company to give, to members
of the Company entitled to receive notice of the AGM, notice of a resolution which those members intend to move (and
which may properly be moved) at the AGM. A resolution may properly be moved at the AGM unless (i) it would, if passed,
be ineffective (whether by reason of any inconsistency with any enactment of the Company’s constitution or otherwise); (ii)
it is defamatory of any person; or (iii) it is frivolous or vexatious. The business which may be dealt with at the AGM includes
a resolution circulated pursuant to this right. A request made pursuant to this right may be in hard copy or electronic form,
must identify the resolution of which notice is to be given, must be authenticated by the person(s) making it and must be
received by the Company not later than 6 weeks before the date of the AGM.
11.
Members satisfying the thresholds in Section 338A of the Companies Act 2006 may request the Company to include in the
business to be dealt with at the AGM any matter (other than a proposed resolution) which may properly be included in the
business at the AGM.
A matter may properly be included in the business at the AGM unless (i) it is defamatory of any person; or (ii) it is frivolous
or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the matter
to be included in the business, must be accompanied by a statement setting out the grounds for the request, must be
authenticated by the person(s) making it and must be received by the Company not later than 6 weeks before the date of the
AGM.
12.
As at 21 July 2025 being the latest practicable date prior to the publication of this Notice, the Company’s issued share
capital consists of 257,846,591 Shares with a nominal value of 1 penny each. The Company also holds 18,185,333 Shares in
treasury. Therefore, the total voting rights in the Company as at 21 July 2025 are 239,661,258.
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Albion Enterprise VCT PLC