PUMA VCT 13 PLC

1 ANNUAL REPORT & ACCOUNTS 2023 Puma VCT  plc 2 Contents  Ofﬁcers and Professional Advisers  Directors’ Remuneration Report  Chairman’s Statement  Corporate Governance Statement  Financial highlights  Independent Auditor’s Report  Portfolio diversiﬁcation  Income Statement  Investment Manager’s Report  Balance Sheet  Liquidity Management Investments  Statement of Cash Flows  Investment Portfolio Summary  Statement of Changes in Equity  Signiﬁcant Investments  Notes to the Financial Statements  Directors' biographies  Notice of Annual General Meeting  Strategic Report  Form of Proxy  Directors' Report 1 Oicers and Professional Advisers Directors David Buchler (Chairman) Graham Shore Stephen Hazell-Smith Secretary Eliot Kaye Registered Number 10376236 Registered Ofﬁce Cassini House 57 St James’s Street London SW1A 1LD Investment Manager Puma Investment Management Limited Cassini House 57 St James’s Street London SW1A 1LD Registrar Neville Registrars Limited Neville House Steelpark Road Halesowen B62 8HD Administrator PI Administration Services Limited Cassini House 57 St James’s Street London SW1A 1LD Independent Auditor MHA Statutory Auditor 6th Floor 2 London Wall Place London EC2Y 5AU Sponsors and Solicitors Howard Kennedy No 1 London Bridge London SE1 9BG Bankers The Royal Bank of Scotland plc London City Ofﬁce PO Box 412 62-63 Threadneedle Street London EC2R 8LA VCT Tax Adviser PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH Custodian Pershing Securities Limited 1 Canada Square London E14 5AL Howard Kennedy No 1 London Bridge London SE1 9BG Chairman’s Statement I am pleased to present the ﬁfth report and ﬁnancial statements for Puma VCT 13 plc (‘the Company’) for the year to 28th February 2023. It has been another successful year for the Company, and I am delighted to be able to report on its highlights. Overview The Company’s Net Asset Value (“NAV”) per share at the end of the year stood at 133.05p. Eight of the Company’s qualifying holdings were written up in value – including Inﬂuencer, which was written up by £4.1 million, Everpress by £2 million and CameraMatics by £0.8 million. Their continued domestic and overseas expansions have driven signiﬁcant revenue increases and as such, their valuations have increased signiﬁcantly over the period. Three of the Company’s qualifying holdings were marked down in value. These movements, together with running costs, accounted for the overall NAV movement. The Company’s proﬁt for the year was £2.7m (2022 £9.3m). Post period end, the Board activated the £10 million over-allotment facility after successfully ﬁlling the initial fund-raising of £40 million. In total, £50 million was raised in new equity with the overall NAV now crossing the £100 million mark. Overall strong portfolio performance with proﬁt after tax of £. million Profit per ordinary share was .p based on weighted average number of shares in the period £ million raised in new equity through full subscription of the further fund-raising oer with overall NAV now crossing the £100 million mark post period end Funds raised in the prior period are already % invested in qualifying holdings, % above the HMRC requirement of % for  February , with all funds raised in prior periods having met their % qualifying investment target Successful exit of Tictrac on  May , delivering a .x cash return 2 Investment activity and portfolio We are pleased to report that 2022/3 has been an active year for the Company with two new qualifying investments in this period, made alongside other Puma-managed funds as well as several follow-on investments. The new investments were £2.4m into MUSO and £2.2m into HR Duo. This brings the overall number of qualifying investments to 13 following the successful exits of Pure Cremation and Tictrac. Follow-on investments were also made to Le Col, Dymag, Everpress and Ron Dorff. Post period end the Company added an additional investment to the portfolio, technology business Iris Audio Technologies. The Company also achieved its second successful exit, of Tictrac, on 3 May 2022 delivering a 1.9x cash return. Fundraising During the year, the company undertook further fund-raising. The Company raised £42.7m during the year, with a further £22.3m raised after the year-end meaning that the new offer has been fully subscribed. This fund-raising – the biggest in the Company’s history and one of the largest in the market during this period, gives the Company substantial deployable funds and will help spread ﬁxed costs over a wider shareholder base. It also gives the Company the ability to expand the portfolio substantially. The Company intends to re-open for another fund-raising in the second half of the current year. Net asset value The NAV per share at the year-end was 133.05p (2022: 143.53p). This ﬁgure reﬂects the initial funds raised less the costs of issue, movements in the value of the portfolio and running costs of the Company. VCT qualifying status PricewaterhouseCoopers LLP (“PwC”) provides the Board and the Investment Manager with advice on the ongoing compliance with HMRC rules and regulations concerning VCTs and has reported no issues in this regard for the Company to date. PwC and other specialist advisors will continue to assist the Investment Manager in establishing the status of potential investments as qualifying holdings, monitoring rule compliance and maintaining the qualifying status of the Company’s holdings in the future. Outlook It is well documented that much of 2022 was somewhat challenging – not only because of the war in Ukraine, but the latent effects of the global pandemic were still being felt across numerous supply chains. However, the latter stages of the year and the beginning of 2023 have presented more favourable market conditions and the Investment Manager, who has a strong reputation as a provider of capital to well managed later staged businesses, is now investing actively. With substantial new funds available for deployment the Company can take advantage of a growing number of opportunities from right across the economy where there is real quality and value. And we look forward to the remainder of 2023 with quiet conﬁdence despite the economy being at a crossroads. Recent economic data, combined with a budget focused on economic growth indicates that currently the economy may well avoid a recession and return to low growth. The UK continues to beneﬁt from an active and dynamic industry of small and medium-sized enterprises, and whilst some sectors will continue to experience challenges, as a generalist investor with a strong reputation as a provider of capital to well-managed, later-stage businesses, we are excited by the current ﬂow of prospective qualifying investments under consideration. At the time of writing the Investment Team is currently in execution phase with two potential investments. We are conﬁdent that we will continue to make good progress in executing our investment strategy and meeting our ongoing qualifying holding tests as a VCT. David Buchler Chairman 15 June 2023 3 CHAIRMAN’S STATEMENT > CONTINUED 4 Financial highlights AS AT 28 FEBRUARY 2023 Company details and performance Fundraising and cash Qualifying investment activity £.77m Net Assets £.m Cash available for new investments post the year-end 2% of NAV invested in qualifying investments £.7m Cash raised during the year 2% Increase in qualifying value over cost New investments in year ending February 2023 HR Duo &MUSO £.3m Cash raised post year-end .05p NAV / Share p Dividends paid in the year to February 2023 £.7m Company proﬁt for the period .11p Return per ordinary share 5 % Marketplace Portfolio diversification AS AT 28 FEBRUARY 2023 Invested by Industry (cost) % Consumer goods % Software & computer services % Media % Software development % Leisure (inc.F&B) % Industrials % Consumer goods % Industrials % Marketplace % Leisure (inc. F&B) % Software & computer services % Software development % Media Invested by Industry (fair value) 6 Investment Manager’s Report Despite the lockdown memories now beginning to fade, the global pandemic has continued to cast a shadow over the UK economy. The last 12 months have seen several ongoing challenges for British businesses: from supply constraints and delays in logistics, to high staff vacancy rates and staff shortages. There remain more than a million vacancies across the UK, exacerbated by a worrying increase in long-term sickness. Alongside the ongoing war in Ukraine, these economic headwinds have driven up inﬂation, which, as the latest data indicates, is proving stubbornly slow to come down. Unfortunately none of us are exempt from the impacts of such signiﬁcant price growth, and all economic actors – consumers, investors and businesses alike – have felt its damaging effects. No wonder then, that in a bid to wrestle it under control and prevent further damage to the economy, the Bank of England has been forced to drive up rates so quickly, now surpassing the base case forecast of 4% as outlined last September in our Prosper magazine.  Vacancies and jobs in the UK – Ofﬁce for National Statistics (ons.gov.uk)  Consumer price inﬂation, UK – Ofﬁce for National Statistics  UK interest rates: What the rise means for you – BBC News 7 8 It is not yet known what this means for the UK plc, although we seem to have narrowly avoided a recession so far. Indeed, there are a number of positive signs that the economy may actually be starting to strengthen as we move into the summer period. High energy prices did not last as long as had been predicted. The UK Government provided a sustained and welcome level of ﬁnancial support, so that UK consumers were somewhat cushioned, and price rises were much less severe than had been feared. As wholesale energy prices have started to fall, the coming months are due to see these lower prices translate into retail markets – which, in turn, should bring down inﬂation as well as bolster consumer spending. Indeed, we appear to now be seeing some small green shoots of growing conﬁdence, with GFK reporting in its latest consumer index, that overall consumer conﬁdence is now up for its ﬁfth consecutive month – albeit at -27 points. According to the Institute of Directors, half of all the 900 ﬁrms it surveyed across all parts of the economy, reported that their order books were healthier than at the end of 2022 – highlighting a pick-up in outlook across all sectors. From an investment perspective, the very high valuations that we saw in the ﬁrst half of 2022 have come down considerably. For those like ourselves with capital to invest, there are now a number of exciting opportunities – although good companies are sometimes cautious about coming forward for funding when valuations are depressed. Fortunately, we have a strong and established network of introducers. During 2022 we saw more than 445 companies for an initial review – and inﬂows in the early months of 2023 have exceeded the same time last year. To support this growth in activity, and to ensure we maintain the very hands-on approach that we have reﬁned over many years, we have invested heavily in our team. We added to our value creation function in 2022 with the appointment of James Craig who brings consultancy training and mindset after working with Accenture and Baringa. More recently we’ve taken on our ﬁrst dedicated regional staff member, welcoming Mark Lyons as an Investment Director in Manchester. Mark’s primary focus will be on scaling businesses in the North of England, where we know there is huge growth and a lot of interesting businesses looking for funding. The past 12 months have re-afﬁrmed the beneﬁts of our generalist, multi-sector approach. The dangers of pooling large numbers of similar assets and viewing that as protective diversiﬁcation was evident during the global ﬁnancial crisis, which struck at the end of 2007 and continued into 2008. The turmoil was a direct result of derivatives that were backed by cheap, carelessly diligenced mortgages in the US; mortgages that were supposed to beneﬁt from the protection of diversiﬁcation by their sheer number, but instead turned out to be highly correlated. As turmoil ﬂowed through the entire US property market, they all crashed together, and contagion and fear brought much of the global banking system along too. More recently, commentators have been talking about ‘diversiﬁcation’ when describing funds that have a large number of very similar companies – all at the same stage, operating in the same sector. In our view, such portfolios offer very little diversiﬁcation since companies in the same sector have very similar valuation movements (in response to interest rates) or have customers with very similar demand patterns. Companies in the same sector have hidden shared dependencies, and that drives up risk. Many of you will have seen the recent collapse of Silicon Valley Bank – the $212 billion tech-lender, whose demise triggered dreadful memories of 2007/8. Its downfall has been yet another stark reminder that all sectors have dominant counterparties (be they banks, suppliers, logistics providers etc), and a portfolio that is highly concentrated in a single sector brings signiﬁcant exposure to those counterparties in ways that are not immediately obvious. As a specialist technology lender, the collapse of SVB had huge repercussions for those that were invested in tech. So, while sector focus may bring specialism – it can also bring danger. INVESTMENT MANAGER’S REPORT > CONTINUED 9 Our approach has always been purposefully multi-sector so that we can mitigate against such risks and take a more holistic view across the whole economy. We always have been, and will always be, as a sector-agnostic, generalist investor, avoiding the ‘hottest’ or faddiest sectors. It’s an approach that continues to stand the test of time, and ensures we are best placed to weather whatever economic storms the global macroeconomic environment might throw at us. Rupert West Managing Director  Consumer conﬁdence up three points in May (gfk.com)  Business and Consumer Conﬁdence: Key Economic Indicators – House of Commons Library (parliament.uk) INVESTMENT MANAGER’S REPORT > CONTINUED 10 CAMERAMATICS Continuing to drive its overseas expansion 11 £.0m SECTOR Fleet and Safety Technology EXPANSION US LOCATION UK and Ireland ESTABLISHED 2016 Puma VCT 13 participation (Total investment to date £4.7m) CameraMatics provides a range of ﬂeet management solutions which transform how businesses operate and deliver value to their customers. Designed from a deep understanding of customers’ needs, its vehicle operations cloud platform has been developed to support mobile workers and ﬂeet managers automate the manual processes involved in transportation and logistics and reduce risks. In 2021, Puma Funds invested £4.7 million into CameraMatics. The investment has been primarily focused on supporting the expansion of the US branch of CameraMatics, and growing its offering to large enterprise customers, following recent successes in the UK. Post period end, a further £2.8 million was invested by Puma Funds, bringing the total investment to £7.6 million. 28 February 2023 28 February 2022 Equity Valuation £3.61m £2.84m MOIC (Multiple of Investment cost) 1.84x 1.45x 12 Sector overview According to Fortune Business Insights, the global ﬂeet management software market was valued at $18.2 billion in 2021 and is projected to grow to $67.38 billion by 2029. Increasingly ﬂeet managers are looking for software solutions to monitor holistic ﬂeet performance – not only to provide real-time data insights that optimise ﬂeet efﬁciency, but also to meet Net Zero and Vision Zero targets requiring safer ﬂeets with a reduced carbon footprint. Our view on the sector The regulatory-driven adoption of systems, and the increased focus on driver safety and wellness, are driving demand for systems which provide complete visibility of ﬂeet management. With AI and other new technologies coming on stream at an ever-increasing pace, the ﬂeet management solutions sector promises sustained opportunities for growth.” Ben Leslie Investment Director, Puma Private Equity Key recent successes In May 2022, CameraMatics acquired Telematicus to extend its green ﬂeet management capabilities and to improve its support for the insurance industry. Telematicus was founded in 2009, and quickly became a visible and respected player working within the insurance sector, focused on reducing risk for insurers and running high-proﬁle projects, such as the technology partner of choice for O2 and its O2Drive campaign. The driver app runs on IOS and Android smartphones, and helps drivers manage risk, environmental impact and vehicle running costs. In the summer of 2022, CameraMatics launched DashMatics – an innovative software solution designed to improve visibility, digitise processes and manage risks. The system helps to prevent accidents, but can be also used if an incident does occur. The app allows both ﬂeet managers and drivers to manage the process, making manual paper-based reports a thing of the past. In September 2022, CameraMatics hired a number of key personnel in the US. It launched a new website speciﬁcally designed for decision-makers managing US trucking ﬂeets and business vehicle operators, to help them improve safety, efﬁciency and compliance in their vehicles. CameraMatics is also expanding into mainland Europe and the Middle East and expects to create more than 50 jobs over the next two to three years in the UK and Ireland. Sustainability Many governments have made commitments to reach Net Zero by 2050. One area of focus for the Net Zero standard is cutting the emissions from supply chains since transportation is one of the largest contributors to global emissions, better optimisation of ﬂeet operations plays a central and critical role in an organisation’s ability to reduce its emissions. CameraMatics not only offers a comprehensive range of products which enable companies to gather key insights and information to better manage their sustainability goals, it also provides support for transitioning to electric ﬂeets. In addition, analysis by CameraMatics has shown that its products have enabled companies to beneﬁt from up to a 30% reduction in fuel usage – saving money as well as helping reduce carbon emissions. Why we’ve Invested CameraMatics provides a comprehensive range of scalable, innovative and customer-centric solutions for ﬂeet managers. These help to meet a wide range of commercial, regulatory and safety needs identiﬁed through the team’s deep understanding of the logistics and transportation industry. Its focus on its customers with continued development of new propositions to support day-to-day needs is a key USP for the business. It has a sustained track record of winning new contracts, and now has more than 85 employees and services more than 1,000 commercial ﬂeets.  Fortune Business Insights, April 2022  Puma Private Equity is the private equity division of Puma Investments 13 OUR INVESTMENT VIEW CameraMatics is leading the way in ﬂeet safety technology solutions, and our funding has enabled it to expand into both the US and Europe, thereby strengthening its position in the global market. In the last  months its new product launches have supported its existing product suite and allowed it to enter new market verticals. The business is now focused on unlocking the opportunity to scale in the US, and we are pleased with the progress it has made.” Ben Leslie Investment Director, Puma Private Equity CAMERAMATIC’S VIEW We have worked with Puma Private Equity for the last three years. We have found them to be supportive, strategic and practical to work with over this time. While most VCs say they are ‘founder-friendly’ we have found that Puma actually are, and they have become a key part of our team as we continue to scale internationally. Their advice is always honest, insightful and in the best interests of the business and all stakeholders.” Mervyn O’Callaghan CEO and Co-Founder, CameraMatics 14 CONNECTR Building better engagement and equity in the workforce 15 SECTOR HR Technology EXPANSION Global LOCATION UK ESTABLISHED 2010 Connectr is an award-winning, industry-leading provider of cloud-based mentoring software for enterprise-level organisations. It supports many of the world’s largest employers to attract, recruit, progress and retain future and existing hires, with high-impact, scalable mentoring programmes which drive engagement, inclusion and belonging via its online platforms – Connectr for Candidates and Connectr for Employees. Puma Funds initially invested £2.8 million in August 2019, to support Connectr to develop its core product. Following impressive revenue growth in the following two years, Puma invested another £6 million in two later investment rounds (October 2020 and December 2021) to capitalise on the expansion opportunities available to the company. £.0m Puma VCT 13 participation (Total investment to date £8.7m) 28 February 2023 28 February 2022 Equity Valuation £6.42m £8.97m MOIC (Multiple of Investment cost) 1.28x 1.79x 16 Sector overview Despite some progress in diversity, equity and inclusion (DE&I) policies being implemented, there is progress to be made in ensuring greater equity in the workplace. A recent study by the Chartered Institute of Personnel and Development showed that just under half (47%) of UK employers surveyed do not have a dedicated DE&I strategy in place. Only 38% of employers said they collected some kind of equal opportunities monitoring data, and managers in 28% of organisations stated they were not given the time and resources to foster an inclusive and diverse team. In addition, while the commercial and moral case for DE&I is clear, too many individuals from working class or underprivileged backgrounds ﬁnd themselves disadvantaged in the workplace. The Global Social Mobility Report 2020: Equality, Opportunity and a New Economic Imperative, found that the UK ranked among the worst countries in terms of progression for those from poorer socio-economic backgrounds. The growth in HR and technology systems that support the DE&I market continues, as companies seek solutions to help them better understand and promote policies and practices which support equity in the workplace. A report by Mercers in February 2019 suggested that the market was worth upwards of $100 million. And in a recent study, Gartner stated that by 2025, 60% of global mid-market and large enterprises will have invested in a cloud-deployed human capital management suite for administrative HR and talent management. Our view on the sector Mentoring has moved into the mainstream, as more and more HR leaders understand its beneﬁts. The people function in many organisations is increasingly utilising technology to help combat the challenges they face in hiring, engaging and retaining sta. Hybrid working patterns have fundamentally changed the working landscape, and we see huge opportunities for tech adoption in the HR space.” Ben Leslie Investment Director, Puma Private Equity Key recent successes The team has had a busy 12 months, with expansions in several areas. It has invested in adding new functionality to its existing products, as well as bringing to market Connectr for Employees, which expands the product offering from the recruitment cycle to the entire employee life-cycle. It has also had a number of large new client wins, including the Phoenix Group, which is one of the UK’s largest life and pensions organisations. Awards The team continues to be recognised for its innovation, with the following awards in the last 12 months: • Learning Platform of the Year (Bronze) at the Learning and Performance Institute's Learning Awards • Highly Commended for the Marriott Harrison Candidate Experience Solution of the Year • Nominated for D&I Initiative of the Year at the British HR Awards Why we’ve Invested Connectr provides a growing platform for HR solutions which enable employers to attract, retain and develop their people. It has a growing track record of securing and retaining new clients, and in the last 12 months alone, more than 20,000 new users have connected with its platform and more than 70,000 learning content tasks have been completed.  CIPD, Inclusion at Work Report, Findings from the Diversity and Inclusion Survey, December 2022  The Global Social Mobility Report 2020: Equality, Opportunity and a New Economic Imperative, January 2020  Diversity & Inclusion Technology: The Rise of a Transformative Market, Mercer, February 2019  Gartner for HR: Six Emerging Human Capital Management Technology Trends, November 2021 17 OUR INVESTMENT VIEW Connectr creates a positive social impact for businesses, employees and under-represented groups across the UK. Our investment allows Connectr to continue setting the standard for its sector, further develop its market leading mentor platform, and support customers to attract the best talent. Connectr helps HR and people teams create an environment where individuals can thrive. We are delighted to continue supporting the growing team at Connectr on the next stages of its journey.” Ben Leslie Investment Director, Puma Private Equity CONNECTR’S VIEW We are excited about the future. Puma’s continued ﬁnancial and strategic support enables us to continue investing in building out our product suite, enabling us to be integrated far deeper into the candidate and employee journey.” Will Akerman CEO, Connectr 18 DYMAG Driving wheel innovation since 1974 19 SECTOR High-Performance Wheel Manufacturing EXPANSION Global LOCATION UK ESTABLISHED 1974 Dymag is a British designer and manufacturer of high-performance car and motorbike wheels, which was founded in 1974 by Max Bostrom. The company has been making carbon motorcycle wheels since 1995, and carbon-hybrid automotive wheels since 2004, and considers itself a racing and road pioneer. The business continues to grow its presence, both in aftermarket wheels using relationships with several leading US distributors, and through project work with several leading-performance original equipment manufacturers (OEMs). £.1m Puma VCT 13 participation (Total investment to date £10.3m) 28 February 2023 28 February 2022 Equity Valuation £3.90m £1.78m MOIC (Multiple of Investment cost) 0.96x 0.78x 20 Puma Funds has made a number of investments into Dymag: £3.6 million in December 2018, £2.1 million during 2020, £2.35 million during 2021 and £2.35 million in 2022. These investments have been made to improve scale and reduce production costs – particularly of carbon-hybrid automotive wheels, which are seeing signiﬁcant demand growth. Sector overview The automotive sector has faced numerous challenges in recent years, with Covid-19 and well-publicised chip shortages that were further exacerbated by the war in Ukraine. Although the global chip shortage has affected many industries, the automotive sector – as ardent followers of a ‘just in time’ manufacturing strategy – has been particularly badly hit, and many manufacturers have removed options available on their cars due to the limited availability of semi-conductors. This has pushed up demand and the price of used cars, with many manufacturers reporting lengthy wait times of months – in some cases years – for some new models. At the same time, the industry is seeing huge changes as new regulations, technologies and consumer preferences combine to create a growing need for electric vehicles (EVs). McKinsey estimates that about $115 billion of investment has gone into EVs since 2010 and worldwide demand for EVs will grow sixfold from 2021 to 2030, with annual unit sales going from 6.5 million to roughly 40 million over that period. The automotive sector remains a huge industry and one that continues to grow. Key recent successes Lightweight components go hand in hand with the desire to electrify, and Dymag is well positioned to capitalise on the growing demand for EVs. Having coped with the signiﬁcant labour and supply chain shortages in recent years, Dymag has posted material revenue growth. This has been underpinned by streamlined new production methodologies introduced under the new Director of Manufacturing and Quality – Simon Locke – who joined after 22 years at Dyson. Dymag has also recently signed a strategic partnership with Hankuk Carbon, a listed composites manufacturing group headquartered in South Korea, to explore the mass production of its state-of-the-art carbon composite wheels for the automotive industry. Management team changes Tom de Lange joined Dymag as COO in May 2019, becoming Managing Director in January 2020 and ﬁnally CEO in January 2021. Tom was previously Head of Research, Process Improvement at Dyson, and had a stellar career in automotive racing and aerodynamic engineering with NASCAR and F1 before Dyson. Simon Locke joined Dymag in August 2022 as the new Director of Manufacturing and Quality, and Tom Ellaway joined in March 2022 as Head of Sales and Marketing. Why we’ve invested EVs are the future, but they require more innovation than just advances in electric motors and batteries – the EVs that we will see in the coming years need super-light, super-strong components to optimise journey efﬁciency. The advances being made in lightweight alloys are as important to EVs as any advances being made in aerodynamics or battery cells in the last decade, and Dymag is at the cutting edge of advances in wheel technology. OUR INVESTMENT VIEW We see the growth in demand for EVs continuing, and this provides a huge opportunity for Dymag as an innovator in automotive wheel technology. The expertise it has brought into the business, as well as the strategic partnerships it is forging, will help drive growth and improve operational eciency, and we believe it is well positioned to accelerate its plans in the coming months.” Rupert West Managing Director, Puma Private Equity  McKinsey & Co: Can the automotive industry scale fast enough?, May 2022 21 DYMAG’S VIEW We’re pleased with the progress we are making in cost-optimising our wheels and designing them for more scalable manufacture. Our next big step is to increase production capability from 2,000 units a year to 10,000 units a year. We’re currently investigating how we can utilise microfactories to help us achieve this scale ﬂexibly and at lower capital cost than traditional factories, where clients need them, which will save hugely on emissions and shipping costs. The investments made into Dymag have also helped us look at more sustainable operations, including recycling composites and new materials that could be leveraged in future wheels. We are excited about the role our wheels can play in EVs as part of an overall system designed to save energy, and have a much lower impact on its environment in the future.” Tom de Lange CEO, Dymag 22 EVERPRESS Enabling creativity to ﬂourish 23 SECTOR E-commerce Retail EXPANSION International LOCATION UK ESTABLISHED 2016 Everpress started with a simple mission – to support grassroots creators and reduce waste in fashion. Today, it provides a full-service solution through which creators can upload their designs and create campaigns – using the platform’s toolkit to choose garment types, sale duration and prices – before launching to a global audience via Everpress’s website. In August 2021, Puma Funds invested £3.2 million into Everpress, with a further investment of £3.2 million in August 2022, to help the business execute on plan with a focus on driving up proﬁtability. £.5m Puma VCT 13 participation (Total investment to date £6.4m) 28 February 2023 28 February 2022 Equity Valuation £5.52m £1.51m MOIC (Multiple of Investment cost) 1.57x 1.00x 24 Sector overview According to data from the Ofﬁce for National Statistics (ONS), the Retail Sales Index shows that the volume of sales in clothing stores unexpectedly saw small increases in November and December 2022, with 1.1% and 1% rises respectively. Despite falling conﬁdence in the economy, the ONS has stated that consumers have “increased their spending this winter to maintain their level of consumption of clothing and footwear as opposed to cutting back”. However, ﬁgures released in February 2023 by the British Retail Consortium (BRC) and KPMG indicated that while sales of health, beauty, footwear, jewellery and watches were up, sales of clothing were down. Paul Martin, the UK Head of Retail at KPMG, stated, “Consumers are continuing to hold back on non-essential spending with sales of clothing, footwear and accessories – which have been very inﬂuential in spending for many months – continuing to decline in February.” With inﬂation appearing to be easing, it is hoped that consumer conﬁdence will return and discretionary spending increase in the coming months. Our view on the sector We know that the market for clothing has remained challenging – but against the backdrop of increasingly environmentally conscious consumers, the ability to deliver discrete, small-run, personalised clothing is positive. Clothing which enables individuals to connect with their favourite creators while expressing themselves and their values will remain desirable.” Ben Leslie Investment Director, Puma Private Equity Key recent successes The last 12 months have seen Everpress launch a number of high-proﬁle campaigns with creators that align with Everpress’s core values, as well as fundraising initiatives for various charities and appeals. These have included Choose Love with the likes of Sebastian Croft, Taron Egerton and Olivia Colman, as well as fundraisers for the war in Ukraine, and disaster relief for those in Turkey and Syria following the earthquake earlier this year. Everpress has also successfully launched integrations with other e-commerce platforms, including Shopify, Spotify, Etsy and Trekstock. Sustainability Everpress was created with sustainability at its heart and having spent a considerable amount of time and effort, received its ﬁnal B Corp accreditation in July 2022. This provides validation to consumers of its ethical credentials, and differentiates it from fast-fashion brands. In addition, Everpress has launched a number of campaigns in the last 12 months which have raised signiﬁcant funds for a range of appeals and charities supporting equality, diversity and inclusion. Why we’ve invested While some fashion brands are faced with high levels of stock, and rising costs that cannot easily be passed onto the consumer, Everpress has a model of limited time campaigns and printing, which limits its exposure to excess inventory that ties up cash ﬂow. It has brought on key new hires in sales and business development, and has a number of initiatives planned. These include: • Creator weekends – planned for every quarter, with 25% more proﬁts going to creators/fundraisers after its ‘anti’ Black Friday campaign success. • Integrations – further partnerships are in the pipeline which integrate Everpress with other brand platforms – thereby unlocking further distribution as well as access to more creatives. • Initiatives calendar – with key themes each month which resonate with its wider community, such as solidarity/power for events including Pride, International Women’s Day and Black History Month.  How discretionary spending has been affected in recent winters, UK – Ofﬁce for National Statistics (ons.gov.uk) February 2023  UK shoppers slash spending as price rises and energy bills bite | Retail industry | The Guardian, February 2023 25 OUR INVESTMENT VIEW Everpress has a unique business model which ensured the company continued to thrive despite challenging market conditions in the consumer sector. The Everpress platform enables creators to engage with and grow their following, which is ever-more important in the current environment. The pre-order model ensures the company carries limited stock and is able to be agile in line with market evolutions.” Ben Leslie Investment Director, Puma Private Equity EVERPRESS’S VIEW Puma Private Equity has been a long-term supporter of Everpress and shares our mission and our values. The team has helped us succeed on our journey, and with the additional investment they have made as well as their skills, knowledge, expertise and contacts, I am conﬁdent that we can realise our vision.” Alex Econs CEO, Everpress 26 DEAZY Development made easy 27 SECTOR Technology EXPANSION UK LOCATION UK ESTABLISHED 2016 Deazy is a platform which enables enterprises, including PE/VC-backed growth companies to hire high-quality software developers, by intelligently matching developers with project requirements. Founded in 2016, Puma Funds invested £5 million of equity into Deazy in December 2021, to enable the business to scale its commercial teams and accelerate its growth plans. £.9m Puma VCT 13 participation (Total investment to date £5.0m) 28 February 2023 28 February 2022 Equity Valuation £3.12m £2.90m MOIC (Multiple of Investment cost) 1.08x 1.00x 28 Sector overview The demand for highly skilled software developers continues to grow to address priorities such as digital transformation and modernising legacy applications, to improving cyber defences and cloud migration. According to Forbes, there will be a shortfall of four million developers by 2025, with the US Bureau of Labor Statistics showing that almost 200,000 developer jobs will need ﬁlling each year to the end of the decade. Budget constraints can make it challenging to recruit sufﬁcient staff to manage in-house requirements, and research and development tax cuts have impacted the level of claims that scale-ups can obtain from HMRC – effectively increasing the cost of in-house developers. Getting access to external, ﬂexible software development resources as and when businesses need them, is therefore becoming increasingly essential. Key recent successes Deazy continues to grow at pace, and achieved its highest monthly revenue ever in January 2023. It recently announced that it was ranked 13th in the 2022 Deloitte UK Technology Fast 50 (which ranks the 50 fastest-growing tech companies in the UK). It has also made a number of signiﬁcant new hires: • Ben Morris was appointed as the Head of People and Culture at the end of the summer, to help the business double its headcount. • In December 2022, Freya Wordsworth joined as Partnership Manager to focus on strategic partnerships, consultancies and PE/VC-backed business service providers. • Laura Wall recently joined as Head of Marketing. Laura joins from Codurance (a global software company) where she was the Global Head of Marketing. Why we’ve invested Puma invested in Deazy on the back of the company showing impressive growth in its revenue – annual turnover growth over the last three years has been in excess of 100%. The management team is ﬁrmly focused on scaling customer acquisition, with a number of experienced new hires. We see the challenges of software developer shortages in a number of our portfolio companies, and we believe this is a sector that will continue to experience growth. Deazy is well positioned to capitalise on that growth, with a differentiated offer that focuses on working with established teams.  Forbes: Navigating the Developer Shortage Crisis: A time to deﬁne the developer of the future, September 2022 29 OUR INVESTMENT VIEW Deazy now works in over 25 countries around the world and has more than 5,000 developers in its ecosystem. We have been working closely with it in reﬁning its strategy and helping it to recruit key sta members to support its growth ambitions. We believe Deazy is the perfect delivery partner for a growing number of companies who need ﬂexible, scalable, on-demand services.” Kelvin Reader Investment Director, Puma Private Equity DEAZY’S VIEW There is a long-term skills gap in technology and our platform makes it easy for organisations to ﬁll that gap – that’s what’s been powering our growth and what will see us grow even faster in the future. We’ve spent 2022 developing our proposition and building the team so that the company is ready for further growth during 2023.” Andy Peddar CEO and Co-Founder, Deazy 30 HOT COPPER Award-winning brews 31 £.85m SECTOR Hospitality EXPANSION Nationwide LOCATION UK ESTABLISHED 2012 Puma VCT 13 participation (Total investment to date £17.7m) The Hot Copper Pub Company merged with two Brewhouse & Kitchen franchisee companies, which were backed by Puma managed funds, in December 2020. Brewhouse & Kitchen is the largest brewpub brand in the UK, distinctive for brewing its own unique craft beers on-site, and running a participatory experience with beer tasting and brewing masterclasses. Puma Funds invested £17.7 million to provide growth capital for the build-out of the overall Brewhouse & Kitchen branded estate. 28 February 2023 28 February 2022 Equity Valuation £0.59m £0.27m MOIC (Multiple of Investment cost) 0.69x 0.32x 32 Sector overview The hospitality sector continues to remain challenging, despite the Covid pandemic now being ﬁrmly behind us. Inﬂation – particularly for some food groups – was very high throughout much of 2022, and remains high now. The latest data, for the year to February, highlights the sector’s ongoing cost challenges, with the ONS indicating that higher alcohol prices drove 11.4% inﬂation in its restaurants and cafés category. Food and non-alcoholic beverages inﬂation, meanwhile, was an eye-watering 18.2%, the highest annual rate for over 45 years. Spring 2022 saw serious staff shortages, which eased throughout the year. However, they have remained challenging, given the high level of vacancies being seen across all sectors of the economy - labour shortages remain a material issue for much of the hospitality sector. According to the latest data from the ONS, there were 142,000 hospitality vacancies from December 2022 to February 2023. This is a 2% decrease on the previous quarter, but remains signiﬁcantly higher than the levels seen before the pandemic, and has further exacerbated wage inﬂation across the sector. However, it’s not all doom and gloom. Pub and bar shares have been rising over the past six months, as the consumer outlook improves. Wetherspoons, Young & Co’s Brewery and Mitchells & Butlers have all made gains. Consumer spending on hospitality and leisure was clearly affected by the worsening economic outlook in recent months, but the picture remains mixed. Consumer card spending grew just 5.9% year on year in February, below the latest CPIH inﬂation rate of 8.8%, owing to a reduction in discretionary purchases amid the ongoing cost-of-living squeeze. Whereas the GfK consumer conﬁdence index rose by seven points in February, albeit to a score of minus 38. Our view on the sector Sales of alcohol and food in pubs and restaurants remain challenging, but those that have a clear proposition and something of interest which is fairly priced, will continue to do well. Craft beer and high-quality food provided in an appealing environment remain in demand.” Kelvin Reader Investment Director, Puma Private Equity Key recent successes Management has performed well during a challenging trading environment, through prioritising cost efﬁciencies and navigating increasing utility costs. The team continues to win numerous awards. In 2023, Brewhouse & Kitchen was awarded Best Brewing Pub Company at the Publican Awards, as well as: • Pub Brand of the Year in the 2022 National Pub and Bar Awards • Silver Medal in the 2022 World Beer Championships, for Bambi Imperial Stout • Bronze Medal in the 2022 World Beer Championships, for Staycation Tropical Double IPA • Gold in the European Beer Challenge, for Staycation Tropical Double IPA • Gold in the European Beer Challenge, for Bambi Imperial Stout Why we’ve invested Puma backed a knowledgeable and experienced management team, who introduced a distinctive product by providing customers with an exceptional on-site brewing experience. This allowed the customers to sit alongside the brewing vessels and experience all of the ambiance that comes with brewing. The business utilised Puma funding to roll out additional sites, and management continues to successfully navigate a challenging trading environment brought on by the pandemic and the cost-of-living crises.  Cost of living insights – Ofﬁce for National Statistics (ons.gov.uk)  VACS02: Vacancies by industry – Ofﬁce for National Statistics (ons.gov.uk)  Hospitality sector not out of the woods despite Budget help – Investors’ Chronicle (investorschronicle.co.uk)  Barclays | Consumer spending grew just 5.9 per cent in February, as Brits continue to cut back on non-essential spending to offset rising food price inﬂation (home.barclays)  UK Consumer conﬁdence in surprise rebound from historic lows (gfk.com) 33 OUR INVESTMENT VIEW We have been impressed with management’s approach of prioritising cost eciencies while simultaneously enhancing their customers’ experience with their oering. Despite the challenging trading environment since the pandemic, they continue to navigate this successfully, thereby, putting them in a good position when the trading environment improves.” Kelvin Reader Investment Director, Puma Private Equity HOT COPPER’S VIEW I’m so incredibly proud, after ten incredible years, 23 amazing brewpubs, the hard work of 480 awesome team members, we were awarded Best Brewing Pub Company at this year’s Publican Awards.” Kris Gumbrell CEO and Founder, Hot Copper 34 HR DUO Intelligent HR solutions for modern workplaces 35 SECTOR HR Technology EXPANSION UK and Ireland LOCATION Ireland ESTABLISHED 2013 HR Duo provides HR solutions to SMEs, by integrating industry knowledge with the latest technology to deliver a number of HR requirements automatically. Its easy, low-cost, cloud-based subscription service has been specially developed to act as a bolt-on support to HR personnel, or as an HR back-up for companies without a dedicated HR department, ideal for SMEs with 50-1,000 employees. In December 2022, Puma Funds invested €3.8m into HR Duo, to accelerate product development, grow its workforce and drive international expansion. £.2m Puma VCT 13 participation (Total investment to date £3.2m) 28 February 2023 28 February 2022 Equity Valuation £2.24m - MOIC (Multiple of Investment cost) 1.00x - 36 Sector overview Galvanised by the pandemic, worker engagement and happiness continue to be a key focus for companies, driving growth in the HR tech space. Digital products are rendering workforce management more efﬁcient, with a large greenﬁeld opportunity to target SMEs which are resource-constrained and often require investment in their HR function. This is a high-growth sector, with growing levels of funding and competition. In 2021, venture investors funnelled more than $12.3 billion into global HR tech start-ups across 809 deals, roughly 3.6 times the amount of capital invested in 2020, according to PitchBook data. Fortune Business Insights estimates the global HR tech market at $24 billion in 2022 and expects it to grow to $39.9 billion by 2029 (7.5% CAGR). Key recent successes During the last 12 months, HR Duo has seen a 38% growth in revenues and a 28% growth in clients. It has also seen an increase in its average and median contract values, as its clients see the value of its services in supporting their businesses. The funding provided in December has enabled HR Duo to establish a UK-based sales team, which is already showing initial signs of success in the market. It has also completed a rebrand of the company with a keen focus on the ‘Duo’ aspect of the brand, and has launched a new website. Why we’ve invested Puma Funds invested to fund the existing sales plans and to drive growth, particularly in the UK domestic market, where there are more than 5.5 million SMEs. HR Duo’s team of 52 is continuing to recruit talent to help drive growth and capitalise on the product investments already made. Over the coming months, the team intends to grow its presence in Ireland, and expand its product offering to include third-party integrations which provide a wider suite of functionality. 37 HR DUO’S VIEW We are delighted to welcome Puma on board, who will provide not only the necessary funding but also the expertise that will help drive our ambitious growth strategy. Our near to mid-term objectives are rapid revenue growth and sta expansion – not only in Ireland but in the UK where we see an enormous untapped opportunity for the unique services that HR Duo oers. This is an exciting time for the company and we look forward to a bright future revolutionising the HR needs of thousands of SMEs worldwide.” Jerome Forde CEO, HR Duo OUR INVESTMENT VIEW With the UK’s HR tech market rapidly growing and SMEs increasingly seeking to improve their employees’ working experience, it’s the perfect time for an innovative and ambitious company such as HR Duo to expand into the UK market. We see signiﬁcant potential to empower UK SMEs – harnessing the management team’s established HR experience through a comprehensive tech solution. We are thrilled to be working with HR Duo and its management team, and are excited to see where this journey takes us.” Henri Songeur Investment Manager, Puma Private Equity 38 OPEN HOUSE Creating the right environment for success 39 SECTOR Hospitality EXPANSION Further units in London LOCATION UK ESTABLISHED 2015 Open House is an independent hospitality business that seeks to create iconic drinking and dining destinations in London’s most progressive neighbourhoods. The founding team behind the business is hugely experienced, having previously run the Cubitt House Group pub chain. This had units in Pimlico, Chelsea and Belgravia, which it sold at a material proﬁt, to fund the start of Open House. £.m Puma VCT 13 participation (Total investment to date £5m) 28 February 2023 28 February 2022 Equity Valuation £1.85m £2.29m MOIC (Multiple of Investment cost) 1.02x 1.27x 40 In 2019, Puma Funds invested £5 million to help the team secure venues in major redevelopment areas in London. At the time of the investment, the business ran The Lighterman in King’s Cross (Granary Square) and Percy & Founders in Fitzrovia. It was looking to secure new venues in areas which were being positioned as new centres for retail, hospitality and day-to-day life. The investment has helped Open House to develop its existing properties and create a new venue – The Broadcaster at White City. Sector overview The hospitality sector remains challenging, despite Covid restrictions now being behind us. Inﬂation – particularly for energy and some types of food – was very high throughout much of 2022, and remains high now. The latest data, for the year to February 2023, highlights the sector’s ongoing cost challenges with the ONS, indicating that higher alcohol prices drove 11.4% inﬂation in its restaurants and cafés category. Food and non-alcoholic beverages inﬂation, meanwhile, was an eye-watering 18.2%, the highest annual rate for over 45 years. Spring 2022 saw serious staff shortages, which eased throughout the year but have remained challenging, with a high level of vacancies across all sectors of the economy, and labour shortages remaining a material issue for much of the hospitality sector. According to the latest data from the ONS, there were 142,000 hospitality vacancies from December 2022 to February 2023. This is a 2% decrease on the previous quarter, but remains signiﬁcantly higher than the levels seen before the pandemic, and has further exacerbated wage inﬂation across the sector. However, pub and bar shares have been on the up this year, as the consumer outlook improves. Wetherspoons, Young & Co’s Brewery, Mitchells & Butlers and Loungers have all made gains. And consumer spending on hospitality and leisure – which have been affected by the worsening economic outlook in recent months – remains mixed. Consumer card spending grew just 5.9% year on year in February 2023, below the latest CPIH inﬂation rate of 8.8%, owing to a reduction in discretionary purchases amid the ongoing cost-of-living squeeze. Whereas the GfK consumer conﬁdence index rose by seven points in February, albeit to a score of minus 38. Key recent successes The story for 2022 has been getting back to normal and working towards ‘full’ operations. For signiﬁcant parts of the year, the venues that Open House has across London – The Arber Garden, The Lighterman and The Broadcaster – were shut for certain periods or opening fewer ﬂoors, due to extreme staff shortages for hospitality in London. The experienced and well-managed team continues to keep a sharp eye on consumer sentiment, and is creating themed nights and events to market the units as effectively as possible. Why we’ve invested Open House has a very clear positioning, backed by a highly talented and experienced leadership team, which has a strong track record of generating consistent positive cash ﬂow. Its focused and pragmatic business plan – while tested fully during the pandemic – shows a clear growth trajectory, and it has continued to deliver on key milestones during this difﬁcult period. While the business was not immune from the challenges brought about by Covid, it managed to open a new site during that period, which is trading well. Our view on the sector The hospitality industry has faced huge challenges in recent years. We believe those that are focused on quality and have a compelling and dierentiated proposition will be successful.” Rupert West Managing Director, Puma Private Equity  Cost of living insights – Ofﬁce for National Statistics (ons.gov.uk)  VACS02: Vacancies by industry – Ofﬁce for National Statistics (ons.gov.uk)  Hospitality sector not out of the woods despite Budget help – Investors’ Chronicle (investorschronicle.co.uk)  Barclays | Consumer spending grew just 5.9 per cent in February, as Brits continue to cut back on non-essential spending to offset rising food price inﬂation (home.barclays)  UK Consumer conﬁdence in surprise rebound from historic lows (gfk.com) 41 OPEN HOUSE’S VIEW Rupert and the team at Puma have been exceptional business partners for us, adding signiﬁcant value in their expertise and experience, whilst also enabling us to develop and manage the business day to day as focused operators. We are very pleased with the relationship we have formed and are really excited about the future as partners.” Ankur Wishart Co-Founder & Managing Director, Open House OUR INVESTMENT VIEW In these tough trading conditions, the experience of the right management team can really come to the fore. The team at Open House is careful about its trade, and is working exceptionally hard to streamline processes and reduce costs. The stylish venues continue to win rave reviews and regularly feature on the lists of places to be seen. We are delighted to be working with the team at Open House, and are looking to a period of more stable trading over the coming months.” Rupert West Manager Director, Puma Private Equity 42 INFLUENCER Continuing to build more meaningful connections 43 SECTOR Marketing Technology EXPANSION Global LOCATION Europe, Middle East, US ESTABLISHED 2017 Inﬂuencer is a data-driven marketing business, which specialises in delivering campaigns across social media platforms. Since the company started in 2017, it has built an impressive client list including Google, Amazon, Levi’s, Starbucks, SharkNinja and PrettyLittleThing, and has strong relationships with agencies MediaCom, Ogilvy and Havas. Inﬂuencer is also an ofﬁcial Meta creative partner for Facebook and Instagram, as well as an ofﬁcial global marketing partner for TikTok and an ofﬁcial YouTube integration partner. Inﬂuencer is a global leader in inﬂuencer marketing. £.m Puma VCT 13 participation (Total investment to date £3.0m) 28 February 2023 28 February 2022 Equity Valuation £12.98m £8.87m MOIC (Multiple of Investment cost) 7.21x 4.93x 44 Puma Funds invested £3 million in August 2019, to fund innovations on its proprietary technology platform – Waves – and help the organisation expand its global presence. Waves is leading the way in terms of simplifying the inﬂuencer marketing process for both brands and creators. Sector overview The market has shown strong and sustained growth in recent years, largely fuelled by the increasing popularity of short video formats on TikTok, Facebook and YouTube. Analysis by the Inﬂuencer Marketing Hub suggests the market grew from $1.7 billion in 2016 to $9.7 billion in 2021, and by 2022 it had expanded to $16.4 billion. Given channels such as Facebook (2.89 billion active monthly users) and Instagram (1.3 billion active monthly users) have such a huge reach, more and more marketers are seeing the value that working with inﬂuencers brings. More marketers are expected to engage in inﬂuencer marketing in the future and/or increase the budget they have allotted for it alongside other media channels. Key recent successes Inﬂuencer has launched a new app – Waves for Creators – which centralises campaign management, speeds up the campaign approval process, and offers creators media kits featuring real-time metrics for creators, and is available on both Android and Apple. Inﬂuencer has also expanded – with ofﬁces now in London, Manchester, Warsaw, Dubai and New York. The team has recently hired a new President of EMEA – Luke Barnes. Luke’s appointment perfectly supports Inﬂuencer’s commitment to offering clients a more integrated approach to inﬂuencer marketing. He joins from VICE, where he was Chief Digital and Revenue Ofﬁcer for EMEA. Why we’ve invested Puma has worked extensively with Inﬂuencer, to help the organisation grow substantially in recent years and capitalise upon the growing market for its platform and expertise. The company has a strong management team, which is fully immersed and understands the market. The team appreciates the need for measurement and it uses data to provide clients with complete visibility of reach and return. In the time that we have invested, revenues have grown tenfold, and that growth is likely to continue with further expansion in the US, and continuing client growth across EMEA.  Key Inﬂuencer Marketing Statistics to Drive Your Strategy in 2023 (inﬂuencermarketinghub.com) OUR INVESTMENT VIEW The inﬂuencer marketing industry has seen tremendous growth over the last few years, and Inﬂuencer has been at the forefront of this. The company has built great technology in Waves, and an impact studio that is able to support brands and advertisers in building out their inﬂuencer marketing strategies. Its heritage in the inﬂuencer marketing space makes it one of the leading companies in this arena. We are proud to have been part of its journey so far and look forward to continuing to support it to capitalise on the growth opportunities available.” Harriet Rosethorn Investment Director, Puma Private Equity 45 INFLUENCER’S VIEW Puma are not just a ﬁnancial supporter, they’re a valuable partner to us. Their expertise, industry knowledge and network have been instrumental in helping us grow and reach new heights. With their guidance, we’ve been able to navigate complex markets and overcome obstacles that would have been impossible to tackle alone. But what I appreciate most about our partnership with Puma, is the team’s commitment to innovation and excellence. They are a business that shares our values and understands the importance of staying ahead of the curve. With Puma, we feel conﬁdent and empowered to take on any challenge, and together we’re constantly pushing Inﬂuencer to be the best.” Ben Jeffries CEO and Co-Founder, Inﬂuencer 46 LE COL Helping the world’s fastest cyclists go faster 47 £.3m SECTOR E-commerce (cycling) EXPANSION Global LOCATION Europe ESTABLISHED 2011 Puma VCT 13 participation (Total investment to date £14.4m) Le Col has a very clear ambition to be the pre-eminent performance cycling apparel company in the world. In 2018, Puma Funds invested £2.4 million to support Le Col’s initial growth plans, and following continued strong performance, a further £2.5 million was invested in 2019. In 2022, additional investment was provided to fuel the company’s overseas expansion, as well as its sales and marketing efforts, which have signiﬁcantly raised the brand’s proﬁle over the last two years. In 2022, Puma Funds invested a further £9.5 million to support the brand’s long-term growth trajectory. 28 February 2023 28 February 2022 Equity Valuation £10.53m £5.05m MOIC (Multiple of Investment cost) 1.27x 2.00x 48 Sector overview The current cost-of-living crisis is having a global impact, with Covid and the ongoing war in Ukraine playing a signiﬁcant role. Consumers are feeling the pinch of the highest prices they’ve seen in a generation, with energy bills soaring, food costs rising, and mortgage interest rates reaching 15-year highs. It’s no wonder then that individuals are spending less as they become more cautious with their money. Online sales – which saw intense growth over the pandemic – have fallen back, and latest analysis from the ONS shows that UK ecommerce sales are now down to their lowest peak since January 2021, accounting for just 26.6% of total retail sales in January 2023, compared with a 37.8% peak two years ago. Bike sales reached their lowest level in two decades in 2022. Total UK mechanical bike volumes fell 22% to an estimated 1.88 million units in 2022. This was 27% below pre-Covid levels in 2019, according to data from the Bicycle Association. With falling consumer conﬁdence and increasing costs, the cycling industry as seen several brands fail in recent months including Milltag and VeloVixen. Our view on the sector Having experienced phenomenal growth, in the last 18 months we have seen a signiﬁcant slowdown in demand for cycling equipment and apparel. While the outlook remains challenging, products that are at the cutting edge of technology and innovation in this sector will remain in demand.” Harriet Rosethorn Investment Director, Puma Private Equity Key recent successes The team at Le Col has continued to focus on the US, where it continues to see encouraging signs of growth. This includes building a custom offering for the US market (such as supporting cycling clubs), and it has recently launched onto Amazon Marketplace in the US. In 2022 the team returned to the UCI World Tour with BORA-hansgrohe, and it has spent the last year putting together a world-beating package of kit that includes the fastest skinsuits and speedsuits – harnessing technology from its Project Aero collaboration with McLaren. Jai Hindley won the Giro d’Italia in Le Col kit – proving that Le Col provides the fastest cycling apparel to the fastest cyclists in the world today. Why we’ve invested Le Col has grown rapidly over the investment period – fuelled in part by renewed interest in the cycling sector, but also because of the quality of its product, which has helped deliver results, particularly for competitive cycling. The business has had to navigate signiﬁcant growth challenges, as well as external political and economic factors such as Brexit, Covid and ongoing supply chain challenges. The business has an impressive management team and we have been working with it extensively to help the organisation ﬂex and shape, so it is in an increasingly strong position to stabilise and grow.  Ranking: Meet the 30 UK retailers forecast to dominate ecommerce | Analysis | Retail Week (retail-week.com)  Market Data Service Annual report for 2022 shows challenges and opportunities in cycling sector (sportinginsights.com)  End of the road for Milltag as cycling clothing brand enters voluntary liquidation | road.cc  Women’s cycling clothing brand VeloVixen enters liquidation | road.cc  Le Col | Le Col x BORA-hansgrohe Launch 49 OUR INVESTMENT VIEW Le Col is a best-in-class provider of cycling apparel, and we are committed to providing it with the necessary capital and strategic support to enable the business to continue to scale. We are impressed with the way in which it has navigated signiﬁcant growth challenges, and we are working closely with the team on its amazing journey.” Harriet Rosethorn, Investment Director, Puma Private Equity LE COL’S VIEW Le Col has always been agile and ﬂeet of foot – constantly exploring new ways of doing things. This is a key business strength and one that has allowed us to accelerate our growth in recent times. It is clear from what we are seeing across our core markets that the economic climate has taken a remarkable turn with pressure coming from general inﬂation, interest rate increases and high energy prices. We need to ensure our business is in a strong position to enable us to weather such changes. Our most recent investment by Puma Funds enables us to transition to a more ecient operational model: one that will help to solidify our position and enable us to act nimbly in what is fast becoming a volatile operating market. It will also enable us to continue making strategic investments that support our growth plan.” Yanto Barker Founder and CEO, Le Col 50 MUSO Dominating the market for global piracy 51 £.4m SECTOR Software and computer services EXPANSION UK and US LOCATION UK ESTABLISHED 2010 Puma VCT 13 participation (Total investment to date £3.2m) MUSO is a London-based data company which provides a complete and trusted view of global piracy and unlicensed media consumption. Its unique and transformative data is fast becoming a must-have data currency for entertainment companies, and is already used by, among others, Amazon Studios, National Association of Theatre Owners (NATO), NOS, Lionsgate, MNRK (formerly eOne Music) and Sony Interactive Entertainment Europe. MUSO’s technology measures hundreds of billions of visits to piracy websites each year and provides unrivalled consumption and audience data allowing rights-holders to strengthen the protection of their content from piracy. 28 February 2023 28 February 2022 Equity Valuation £2.36m - MOIC (Multiple of Investment cost) 1.00x - 52 In August 2022, MUSO received a £3.2 million investment from Puma Funds. The investment will support the establishment of MUSO’s marketing function and larger build-out of its sales teams, in both the UK and the US. Sector overview MUSO’s data points to the continuation of the rise in digital piracy for ﬁlm and TV in 2023, fuelled by a combination of factors, including the increasing volume of content post-pandemic, releases being increasingly exclusive to a large number of legal subscription platforms, and global inﬂationary and economic pressures. Film piracy increased by 38.6% and visits to piracy websites for TV content grew by 8.8% in 2022, when compared with 2021. This trend continues to be a major issue for the industry, signiﬁcantly impacting the revenues and livelihoods of all involved – particularly smaller, independent creators – and damaging the wider economy. According to the Motion Picture Association (MPA), online TV and ﬁlm piracy costs the US economy at least $29 billion in lost revenue each year. What’s more, spiralling global visits to such sites are also estimated to be robbing the entertainment industry of hundreds of thousands of jobs. Key recent successes Following the investment in August 2022, MUSO has recruited a number of new hires. In October, Alaina Creedy joined as Head of Customer Success. Alaina was previously at Incopro where she was Vice President, Alliances & Partnerships. Neil Harvey joined in November 2022 as Marketing Director. Neil joined from Ekimetrics, where he was Director for Global Demand Generation. And Tim Colyer also joined the team in November 2022, as Enterprise Sales Director. Tim was previously a Sales Executive at Corsearch and prior to that a Director at Entura International. Together the team is focused on client acquisition and client management. Why we’ve invested Puma Funds invested to help the team fund growth and expand overseas– particularly into the US. MUSO is well recognised as a leader in global piracy, and has an impressive roster of clients, including some of the biggest names in ﬁlm, music and TV. Data shows that with the cost-of-living challenges that many consumers are facing, global piracy is on the increase. The need to protect revenues in music, ﬁlm and TV will be increasingly important for all organisations in this sector – to secure jobs and industry futures as much as secure proﬁts.” Harriet Rosethorn Investment Director, Puma Private Equity 53 MUSO’S VIEW MUSO has made excellent progress since Puma’s investment, with growth in revenue and customer numbers, and hitting product milestones. Our focus for FY24 remains on delivering triple-digit ARR growth and adding to its global enterprise customer logos, which currently include Disney, Amazon, Sony Interactive, PlayStation, Krafton and AMC. We remain the only company in the market that measures audience demand from unlicensed streaming websites and are well resourced to capture signiﬁcant market share and become omnipresent as the market authority.” Andy Chatterley CEO and Founder, MUSO  Piracy data and audience demand in the Film and TV industries (muso.com)  Piracy costs entertainment industry billions | Cybernews OUR INVESTMENT VIEW We’re really excited to be working with MUSO, as we believe the business shows signiﬁcant growth potential to capitalise on the rise in global piracy. The team has made a number of signiﬁcant hires in recent months to strengthen its sales and marketing eorts, and this is starting to translate into new client wins. We are enjoying working closely with the team to achieve their goals.” Harriet Rosethorn Investment Director, Puma Private Equity 54 OSTMODERN Riding the tidal wave of new video content 55 SECTOR Software, Video on Demand, Content Management EXPANSION International LOCATION UK ESTABLISHED 2007 Ostmodern is a digital product specialist and creative technology company. The team collaborates with businesses to develop unique digital products and services. It has produced bespoke rich media and video on demand (VOD) for many high-proﬁle clients across the world, including Formula 1, Sky NZ and Rakuten. Building on the management’s expertise in the VOD sector, Ostmodern has developed a content management system (CMS) for rich media, Skylark, to enable content owners to better manage and commercialise their video content. £.5m Puma VCT 13 participation (Total investment to date £2.0m) 28 February 2023 28 February 2022 Equity Valuation £0.55m £0.51m MOIC (Multiple of Investment cost) 1.09x 1.02x 56 In December 2020, Puma Funds invested £2 million in Ostmodern, to enable it to further develop the Skylark product and continue its transition from a service provider to a productised offering. The ultimate goal is to provide an affordable and easy-to-plug-in CMS to a wider range of content owners. Sector overview The proliferation of VOD has continued, as more tools are developed to enable content owners to publish and commercialise their rich media assets direct to their audience. Ostmodern is part of this wave, providing best-in-breed development services and solutions around the provision of video content online. According to Fortune Business Insights, the global VOD market is projected to grow from $82.77 billion in 2022 to $257.59 billion by 2029, at a CAGR of 17.6%. This growth is being fuelled by a number of factors, including growing global mobile internet penetration and a huge surge post-pandemic in demand for subscription- based TV, movies and documentaries. Kantar’s Entertainment on Demand study in the US has found that from September to December 2022, the number of households with video streaming rose 2.5 million, reaching a total of 115.6 million households. Household penetration of video streaming is now 89%. The average US household now accesses 5.4 different streaming services, up from 5.2 in Q3 2022. Key recent successes The team at Ostmodern has worked hard in the last 12 months, to drive operational efﬁciencies and grow revenue in line with its plans to achieve proﬁtability. The last six months of 2022 saw signiﬁcant gains in sales, with overall revenues growing 37% on the same period in 2021. Much of this growth has been driven by the expansion of the services side of the business, with the management team successfully designing and implementing a more formalised account management structure, which provided better client service and clearer visibility on projects. During the remainder of this year it wishes to continue improvements in this space – building on its reputation as a provider of high-quality digital services. The services part of the business is planned to reach proﬁtability by the end of H1 2023. The team also successfully launched Skylark 10 in beta – its latest iteration of its headless CMS solution – and it has forecast a signiﬁcant sales drive from this launch in 2023, with the aim that this will be the best-in-breed headless CMS on the market. Why we’ve invested Puma has backed a relatively established business (services side) with a best-in-breed SaaS product growth option (Skylark). The management team has a strong reputation in the sector for providing digital services of the highest quality around VOD. The commercialisation of content online continues to grow. Sectors such as sports, education, retail are expected to move in a similar direction to media companies, thereby signiﬁcantly increasing the serviceable market for Ostmodern and Skylark.  Video on Demand Market Share, Growth | Analysis Report [2029] (fortunebusinessinsights.com)  US streaming market growth continues, despite changes in the industry (kantar.com) 57 OSTMODERN’S VIEW Puma Private Equity’s funding and strategic support enables us to put in place appropriate plans for growth, and over the coming months, set up our reseller channel and referral partner network. We are excited about the future.” Tom Williams CEO, Ostmodern OUR INVESTMENT VIEW We are delighted to be supporting Ostmodern’s strong management team, as it draws on its long-standing experience in the industry to capitalise on the considerable growth of video on demand that we are seeing worldwide. With customer and end-user experience becoming increasingly important in our new digital landscape, we look forward to seeing the team lead the way in the rich media market.” Kelvin Reader Investment Director, Puma Private Equity 58 RON DORFF Exploiting growing demand for luxury athleisure wear 59 SECTOR Premium Athleisure Wear EXPANSION US LOCATION Europe ESTABLISHED 2012 In 2020, the Puma Funds invested £3.6 million into men’s athleisure wear business, Ron Dorff. Aligning Swedish functionality with French style, Ron Dorff is a well-respected premium bodywear brand, having been voted one of the three best swimwear brands for men in 2020 by Vogue magazine. In 2022, Puma Funds made two further investments of £1.7 million and £2.4 million, to enable the business to continue its overseas expansion, particularly in the US. £.4m Puma VCT 13 participation (Total investment to date £7.6m) 28 February 2023 28 February 2022 Equity Valuation £3.43m £1.12m MOIC (Multiple of Investment cost) 1.43x 1.44x 60 Sector overview According to research by McKinsey, after experiencing 18 months of robust growth (early 2021 to mid-2022), the fashion industry is again facing a tough time. Inﬂation, and depressed customer conﬁdences, resulted in declining growth rates in the second half of 2022, and it expects that the slowdown to continue through 2023. However, the luxury sector will outperform the rest of the industry, as wealthy shoppers continue to travel and spend. The luxury sector is expected to grow 5-10% in 2023, driven by strong momentum in China (projected to grow 9-14%) and in the US (projected to grow 5-10%). In addition, according to the Boston Consulting Group, the global luxury industry is expected to climb from an estimated €388 billion in 2022 to an estimated €494 billion in 2026. Our view on the sector While clothing in general has been aected by the economic slowdown, demand for premium and luxury clothing continues to climb. We are seeing a number of brands release collaborations and design partnerships to huge success, and we see this trend continuing in this premium space.” Ben Leslie Investment Director, Puma Private Equity Key recent successes The team has had an incredibly busy year, with double-digital growth in revenue across all primary channels, a number of new hires and some successful collaborations. It also won Best Sportswear Brand in Robb Report’s Annual Best of the Best 2022. In the spring of 2022 it donated underwear, T-shirts and socks shipped by truck via Poland into western Ukraine, following requests from Vogue UA Venya Brykalin. Ron Dorff also launched a charity ‘Independent Boy’ T-shirt in support of Ukraine, building on the existing range, which focuses on locations the company operates in. In the summer Ron Dorff opened a successful pop-up store in Fire Island, which it will be repeating from May 2023. It also launched a limited- edition collection in a collaboration with Rivieras. Recognised as a classic, the Rivieras beach loafer is simple and timeless – and by aligning with Ron Dorff on a capsule collection, this exclusive collaboration was a great success. In September 2022 it launched its Papa collection with Neil Patrick Harris. The 20-piece limited- edition collection of Ron Dorff’s minimalist wardrobe basics donates 15% of its proceeds to the World Central Kitchen charity. Ron Dorff has also signed new wholesale relationships with lighthouse partners, including Harrods, Equinox and Pantechnicon. Why we’ve invested Ron Dorff continues to deliver on its strategic plans, and the business has continued revenue growth in its core markets. It has shown to be able to not just cope, but actively thrive in a challenging economic climate, through its ability to innovate and collaborate with brands that resonate with its growing customer base. OUR INVESTMENT VIEW Ron Dor has gone from strength to strength following our initial investment in 2020. Its successful launch into the US market, brand collaborations, and a signiﬁcant upgrade to the company’s e-commerce capability, have all contributing to the brand’s success. We are delighted to continue our support for Ron Dor with further investment, and look forward to a prosperous journey ahead.” Ben Leslie Investment Director, Puma Private Equity 61  State of Fashion | McKinsey  Luxury industry to climb 6 per cent annually to 2026, BCG and Comité Colbert say | Vogue Business RON DORFF’S VIEW Back in 2020, despite lockdowns and a general world crisis, the team at Puma Private Equity believed in Ron Dor and our strategy that the US was the way to go. Thanks to them we opened our US ﬂagship store in New York, and in parallel invested heavily online, making the US our number one, most proﬁtable marketplace. An LA store will open in May 2023 and Miami is just around the corner – both of which will support online sales in these two key States. This was all part of the business plan that Puma Private Equity approved back in 2020 when the world looked very dierent. A plan is only a plan until it becomes real. And it became real thanks to a fantastic team at Puma who have supported us from day one.” Claus Lindorff CEO, Ron Dorff To manage the Company’s liquidity, a portion of the Company’s funds are invested in a diverse portfolio of listed equities. The Company’s listed equity portfolio is focused on UK-centric stocks that are listed on the main board of the London Stock Exchange. The Company’s portfolio experienced a decline in the year, due to continued challenging geopolitical and macroeconomic factors causing signiﬁcant equity market volatility. From a position at the beginning of the year where the Company held £1.53 million of listed equities, by the year-end this holding had decreased to £1.45 million after £83,000 of unrealised losses. Puma Investment Management Limited 15 June 2023 Liquidity Management Investments 62 63 64 AS AT 28 FEBRUARY 2023 Investment Portfolio Summary Valuation £’000 Cost £’000 Gain/(loss) £’000 Valuation as a % of Net Assets Multiple Qualifying Investments - Unquoted ABW Group Limited ("Ostmodern") 545 500 45 1% 1.09x Connectr Limited 6,422 5,016 1,406 7% 1.28x Deazy Limited 3,120 2,900 220 3% 1.08x Dymag Group Limited 3,899 4,063 (164) 4% 0.96x Everpress Limited 5,523 3,514 2,009 6% 1.57x Forde Resolution Company Limited ("HR Duo") 2,238 2,238 - 2% 1.00x Hot Copper Pub Company Limited 588 847 (259) 1% 0.69x Inﬂuencer Limited 12,982 1,800 11,182 14% 7.21x Le Col Holdings Limited 10,529 8,280 2,249 11% 1.27x MySafeDrive Limited ("CameraMatics") 3,614 1,963 1,651 4% 1.84x MUSO Limited 2,361 2,361 - 3% 1.00x NQOCD Consulting Limited ("Ron Dorff") 3,433 2,393 1,040 4% 1.43x Open House London Limited 1,845 1,800 45 2% 1.02x Total Qualifying Investments 57,099 37,675 19,424 62% 1.52x Liquidity Management Investments Barclays plc 113 116 (3) 0.1% Chemring Group plc 100 70 30 0.1% Currys plc 54 109 (55) 0.1% Diageo plc 115 89 26 0.1% Discoverie Group plc 135 63 72 0.1% Headlam Group plc 86 121 (35) 0.1% ITV Group plc 66 82 (16) 0.1% Jackson Financial Inc 7 - 7 0.0% Legal & General Group plc 95 96 (1) 0.1% Lloyds Banking Group plc 132 113 19 0.1% Provident Financial plc 44 119 (75) 0.0% Prudential plc 96 133 (37) 0.1% PZ Cussons plc 73 94 (21) 0.1% Royal Dutch Shell plc 126 124 2 0.1% Volution Group plc 131 69 62 0.1% WPP plc 72 67 5 0.1% Total Liquidity Management Investments 1,445 1,465 (20) 1% Total Investments 58,544 39,140 19,404 64% Balance of Portfolio 33,224 33,224 36% Net Assets 91,768 72,364 19,404 100% Of the investments held at 28 February 2023, all are incorporated in England and Wales, except MySafeDrive Limited and HR Duo Limited, which are incorporated in Ireland. Significant Investments ^ May not accurately reﬂect voting rights e ﬁnancial data of the underlying portfolio companies is not disclosed as they are privately held businesses. 65 MYKINDACROWD LIMITED ("CONNECTR") Cost (£'000) 5,016 Investment comprises: Ordinary shares 5,016 Debt - Valuation method Multiples Valuation (£'000) 6,422 Multiple of Investment Cost 1.28x Income received by the Company from this holding in the year (£’000) - Source of ﬁnancial data Audited accounts for the year ended 31 Jan 2022 Turnover (£’000) Not disclosed Proﬁt before tax (£’000) Not disclosed Net liabilities (£’000) 5,075 Proportion of equity held 52% Proportion of voting rights held 23% Proportion of equity managed by Puma Investment Management Limited^ 99% MyKindaCrowd Limited (trading as Connectr) is a digital platform working with large corporates to improve engagement of potential graduates and apprentices. e platform works with companies such as Deloitte and Cisco to help them recruit young people from a wider range of social backgrounds than their traditional channels. e equity held in MyKindaCrowd Limited is A and B Ordinary Shares. Only A shares attract full voting rights. MYSAFEDRIVE LIMITED ("CAMERAMATICS") Cost (£'000) 1,963 Investment comprises: Ordinary shares 982 Debt 981 Valuation method Price of recent investment Valuation (£'000) 3,614 Multiple of Investment Cost 1.84x Income received by the Company from this holding in the year (£’000) - Source of ﬁnancial data Audited accounts for the year ended 31 Jan 2021 Turnover (£’000) Not disclosed Proﬁt before tax (£’000) Not disclosed Net liabilities (£’000) 4,160 Proportion of equity held 29% Proportion of voting rights held 5% Proportion of equity managed by Puma Investment Management Limited^ 75% MySafeDrive Limited (trading as CameraMatics) provides an award-winning solution for risk management within large ﬂeets of vehicles. Working across Ireland, the UK and US, the business is positioned at the forefront of ﬂeet and vehicle safety technology. Its disruptive solution incorporates artiﬁcial intelligence, machine learning, camera technology, vision systems and telematics to help ﬂeet operators reduce risks and drive new safety standards. e equity held in the company is B and C Ordinary Shares. Only B shares attract full voting rights. 66 OPEN HOUSE LONDON LIMITED Cost (£'000) 1,800 Investment comprises: Ordinary shares 1,800 Debt - Valuation method Multiples Valuation (£'000) 1.845 Multiple of Investment Cost 1.02x Income received by the Company from this holding in the year (£’000) - Source of ﬁnancial data Audited accounts for the year ended 31 Dec 2021 Turnover (£’000) Not disclosed Proﬁt before tax (£’000) Not disclosed Net liabilities (£’000) 863 Proportion of equity held 36% Proportion of voting rights held 17% Proportion of equity managed by Puma Investment Management Limited^ 99% Open House London Limited is a London-based high-end food and beverages offering, operating three sites in King’s Cross (e Lighterman), White City (e Broadcaster) and Fitzrovia (Arber Garden). e equity held in Open House London Limited is C and D Ordinary Shares. C and D Ordinary Shares in aggregate command 26.25% of the total voting rights. FORDE RESOLUTION COMPANY LIMITED ("HR DUO") Cost (£'000) 2,238 Investment comprises: Ordinary shares 2,238 Debt - Valuation method Cost Valuation (£'000) 2,238 Multiple of Investment Cost 1.00x Income received by the Company from this holding in the year (£’000) - Source of ﬁnancial data Unaudited accounts for the year ended 30 Apr 2022 Turnover (£’000) Not disclosed Proﬁt before tax (£’000) Not disclosed Net liabilities (£’000) 508 Proportion of equity held 69% Proportion of voting rights held 25% Proportion of equity managed by Puma Investment Management Limited^ 99% Forde Resolution Company Limited (trading as HR Duo) is a B2B software company specialising in HR software for SMEs. It provides a SaaS-like + services HR software solution for SMEs (between 10 and 1,000 FTEs) offering HR admin management and expert HR advice to alleviate the burden for SMEs. e equity held in HR Duo is E and F Ordinary shares. Only F shares attract full voting rights. INFLUENCER LIMITED Cost (£'000) 1,800 Investment comprises: Ordinary shares 1,800 Debt - Valuation method Multiples Valuation (£'000) 12,982 Multiple of Investment Cost 7.21x Income received by the Company from this holding in the year (£’000) - Source of ﬁnancial data Audited accounts for the year ended 31 Mar 2022 Turnover (£’000) Not disclosed Proﬁt before tax (£’000) Not disclosed Net liabilities (£’000) 4,712 Proportion of equity held 40% Proportion of voting rights held 17% Proportion of equity managed by Puma Investment Management Limited^ 67% Inﬂuencer Limited is a high-growth, data-driven, social media, inﬂuencer and digital marketing platform. e business enables brands to connect with inﬂuencers and manage inﬂuencer marketing campaigns across one platform. e equity held in Inﬂuencer Limited is C and D Ordinary Shares. Only C shares attract full voting rights. SIGNIFICANT INVESTMENTS > CONTINUED ^ May not accurately reﬂect voting rights 67 LE COL HOLDINGS LIMITED Cost (£'000) 8,280 Investment comprises: Ordinary shares 8,280 Debt - Valuation method Multiples Valuation (£'000) 10,529 Multiple of Investment Cost 1.27x Income received by the Company from this holding in the year (£’000) - Source of ﬁnancial data Audited accounts for the year ended 26 Dec 2021 Turnover (£’000) Not disclosed Proﬁt before tax (£’000) Not disclosed Net liabilities (£’000) 982 Proportion of equity held 42% Proportion of voting rights held 32% Proportion of equity managed by Puma Investment Management Limited^ 85% Le Col Holdings Limited is a leading British cycling brand founded by ex-professional cyclist Yanto Barker in 2011. e company brings high-performance cycling kit to consumers with a quality formerly reserved for professionals. e equity held in Le Col Holdings Limited is E and G Ordinary Shares. Only E shares attract full voting rights. HOT COPPER PUB COMPANY LIMITED Cost (£'000) 847 Investment comprises: Ordinary shares 847 Debt - Valuation method Multiples Valuation (£'000) 588 Multiple of Investment Cost 0.69x Income received by the Company from this holding in the year (£’000) - Source of ﬁnancial data Audited accounts for the year ended 25 Sep 2021 Turnover (£’000) Not disclosed Proﬁt before tax (£’000) Not disclosed Net assets £’000) 11,638 Proportion of equity and voting rights held 5% Proportion of equity managed by Puma Investment Management Limited^ 98% Hot Copper Pub Company Limited owns and operates leasehold and freehold pubs in the UK. e equity held in Hot Copper Pub Company Limited is A Ordinary Shares, which attract full voting rights. DYMAG GROUP LIMITED Cost (£'000) 4,063 Investment comprises: Ordinary shares 3,463 Debt 600 Valuation method Multiples Valuation (£'000) 3,899 Multiple of Investment Cost 0.96x Income received by the Company from this holding in the year (£’000) - Source of ﬁnancial data Unaudited accounts for the period ended 31 Dec 2021 Turnover (£’000) Not disclosed Proﬁt before tax (£’000) Not disclosed Net liabilities (£’000) 785 Proportion of equity held 34% Proportion of voting rights held 31% Proportion of equity managed by Puma Investment Management Limited^ 85% Dymag Group Limited is a British, elite motorbike and car wheel designer and manufacturer. Its wheels are steeped in the heritage of racing and now feature on some of the most expensive motorbikes and cars in the world. e equity held in Dymag Group Limited are E, F, I, J, L and M Ordinary Shares. Only E, I and L shares attract full voting rights. ^ May not accurately reﬂect voting rights SIGNIFICANT INVESTMENTS > CONTINUED 68 ABW GROUP LIMITED ("OSTMODERN") Cost (£'000) 500 Investment comprises: Ordinary shares 500 Debt - Valuation method Multiples Valuation (£'000) 545 Multiple of Investment Cost 1.09x Income received by the Company from this holding in the year (£’000) - Source of ﬁnancial data Unaudited accounts for the year ended 30 Jun 2022 Turnover (£’000) Not disclosed Proﬁt before tax (£’000) Not disclosed Net liabilities (£’000) 1,663 Proportion of equity held 16% Proportion of voting rights held 5% Proportion of equity managed by Puma Investment Management Limited^ 63% ABW Group Limited (trading as Ostmodern) has been at the forefront of innovation in digital product development for over ten years, creating video platforms for some of the world’s leading media, broadcast and sport brands. e equity held in the company is A and B Ordinary Shares. Only A shares attract full voting rights. MUSO TNT LIMITED Cost (£'000) 2,361 Investment comprises: Ordinary shares 2,361 Debt - Valuation method Cost Valuation (£'000) 2,361 Multiple of Investment Cost 1.00x Income received by the Company from this holding in the year (£’000) - Source of ﬁnancial data Unaudited accounts for the year ended 31 Mar 2022 Turnover (£’000) Not disclosed Proﬁt before tax (£’000) Not disclosed Net liabilities (£’000) 573 Proportion of equity held 30% Proportion of voting rights held 10% Proportion of equity managed by Puma Investment Management Limited^ 41% MUSO TNT Limited is a data company that provides a complete and trusted view of global piracy and unlicensed media consumption. It measures global piracy and monitors all major forms of piracy activity, including streaming, web downloads, public and private torrents and stream rippers. e equity held in MUSO TNT Limited is B and C Ordinary Shares. e B shares attract full voting rights. NQOCD CONSULTING LIMITED ("RON DORFF") Cost (£'000) 2,939 Investment comprises: Ordinary shares 2,393 Debt - Valuation method Price of recent investment Valuation (£'000) 3,433 Multiple of Investment Cost 1.43x Income received by the Company from this holding in the year (£’000) - Source of ﬁnancial data Unaudited accounts for the year ended 31 Dec 2021 Turnover (£’000) Not disclosed Proﬁt before tax (£’000) Not disclosed Net liabilities (£’000) 6,996 Proportion of equity held 32% Proportion of voting rights held 15% Proportion of equity managed by Puma Investment Management Limited^ 100% NQOCD Consulting Limited (trading as Ron Dorff) is a premium menswear brand operating across Europe and the USA. e equity held in NQOCD Consulting Limited is A, B, D and E shares. Only A shares attract full voting rights SIGNIFICANT INVESTMENTS > CONTINUED ^ May not accurately reﬂect voting rights 69 DEAZY LIMITED Cost (£'000) 2,900 Investment comprises: Ordinary shares 2,900 Debt - Valuation method Multiples Valuation (£'000) 3,120 Multiple of Investment Cost 1.08x Income received by the Company from this holding in the year (£’000) - Source of ﬁnancial data Unaudited accounts for the year ended 31 Dec 2021 Turnover (£’000) Not disclosed Proﬁt before tax (£’000) Not disclosed Net assets £’000) 5,333 Proportion of equity and voting rights held 13% Proportion of equity managed by Puma Investment Management Limited^ 22% Deazy Limited is a B2B marketplace connecting customers to software development teams. e company uses technology, through the Deazy digital platform, to add value to both sides of the marketplace. e equity held in Deazy Limited is A Preference Shares. e A Preference Shares attract full voting rights. EVERPRESS LIMITED Cost (£'000) 3,514 Investment comprises: Ordinary shares 3,514 Debt - Valuation method Multiples Valuation (£'000) 5,522 Multiple of Investment Cost 1.57x Income received by the Company from this holding in the year (£’000) - Source of ﬁnancial data* Unaudited accounts for the year ended 31 Dec 2021 Turnover (£’000) Not disclosed Proﬁt before tax (£’000) Not disclosed Net liabilities (£’000) 524 Proportion of equity held 39% Proportion of voting rights held 7% Proportion of equity managed by Puma Investment Management Limited^ 65% Everpress Limited is an online platform that enables creatives, illustrators and artists (“creators”) to design and sell clothing to their audience. Its global fashion marketplace connects consumers to unique and sustainable products from independent designers. e equity held in Everpress Limited is A and B Ordinary Shares. e A shares attract full voting rights. * e company extended its year-end from 31 August 2021 to 31 December 2021. ** e company shortened its year-end from 31 March 2022 to 31 December 2021. ^ May not accurately reﬂect voting rights. SIGNIFICANT INVESTMENTS > CONTINUED 70 Directors’ biographies David Buchler NONEXECUTIVE CHAIRMAN David Buchler is a Chartered Accountant and Insolvency Practitioner, with some 40 years of experience in the ﬁeld of Insolvency and Corporate Turnaround. He was a Partner at Arthur Andersen prior to becoming a Founding Partner of Buchler Phillips, one of the UK’s leading ﬁnancial recovery and restructuring specialists, which was acquired in 1999 by the world’s leading risk mitigation ﬁrm, Kroll Inc. Until 2003, David was Chairman of Kroll for Europe and Africa. He is a former President of the Association of Business Recovery and Turnaround Professionals, the R3; former Vice-Chairman of Tottenham Hotspur Football Club; former Deputy Chairman of the English National Opera; as well as Producer of the London International Opera Festival from 1984 to 1993. David Buchler is currently Chairman of several different companies, both public and private, including Buchler Phillips; Volvere Plc; Puma VCT 13 Plc; and the English National Opera Directors Emeriti. In addition, David Buchler is a Trustee of Syracuse University; a member of the Institute of Chartered Accountants; the Insolvency Practitioners Association; the Institute for Turnaround; as well as a Director of the Peres Center for Peace. Stephen Hazel-Smith Graham Shore Stephen is a UK institutional fund manager by background, including the founder and Managing Director of Rutherford Asset Management Limited, where he created a number of highly successful smaller company investment vehicles, including Herald Investment Trust and Beacon Investment Trust. In 1997 he sold Rutherford Asset Management Limited to Close Brothers Group and joined Close Investment Limited as Managing Director, where he was responsible for launching Close Brothers AIM VCT. He is a Director of Octopus AIM VCT plc, PfP Capital plc, and Daxia Limited. He is a former Chairman of Conduit PR Limited plc, PLUS Markets Group plc and of Businessagent.com. Graham was previously a Management Consultancy Partner of Touche Ross (now Deloitte), having begun his career as a Government Economist. At Touche Ross he undertook strategic and economic assignments for a wide range of clients including appraisals of venture capital opportunities. In 1990 he joined the Shore Capital Group as Managing Director and has been involved in managing the Puma VCTs and other venture capital funds managed by the Shore Capital Group, including evaluating new deals for the funds and representing the funds with investee companies. Graham has been involved with AIM since its inception as both a corporate ﬁnancier and investor, and with private equity for more than 25 years. He has been a Director of several other Puma VCTs, which, have now successfully returned their capital to their investors in accordance with their mandates. 71 Strategic Report Principal activities and status The Company was incorporated on 15 September 2016. The principal activity of the Company is the making of investments in qualifying and non- qualifying holdings of shares or securities. The Company is an investment company within the meaning of Section 833 of the Companies Act 2006. The Company has been granted provisional approval by the Inland Revenue under Section 274 of the Income Tax Act 2007 as a Venture Capital Trust. The Directors have managed, and continue to manage, the Company’s affairs in such a manner as to comply with s274 of the Income Tax Act 2007. The Company’s Ordinary Shares of 0.0005p each have been listed on the Ofﬁcial List of the UK Listing Authority since 2 July 2018. Business model and strategy The Company operates as a VCT to enable its shareholders to beneﬁt from tax reliefs available. The Directors aim to maximise tax-free distributions to shareholders by way of dividends paid out of income received from investments, and capital gains received following successful realisations. The Company’s strategy is set out in the Investment Policy below. Investment Policy Puma VCT 13 plc seeks to achieve its overall investment objective (of proactively managing the assets of the fund with an emphasis on realising gains in the medium term) to maximise The Directors present their Strategic Report of the Company for the year ended 28 February 2023. The purpose of the report is to inform members of the Company and help them assess how the Directors have performed their duty to promote the success of the Company. distributions from capital gains and income generated from the Company’s assets. It intends to do so while maintaining its qualifying status as a VCT, by pursuing the following Investment Policy: The Company may invest in a mix of qualifying and non-qualifying assets. The qualifying investments may be quoted on AIM or a similar market or be unquoted companies. The Company may invest in a diversiﬁed portfolio of growth-orientated qualifying companies that seek to raise new capital on ﬂotation or by way of a secondary issue. The Company has the ability to structure deals to invest in private companies with an asset-backed focus to reduce potential capital loss. The Company had to have in excess of 80% of its assets invested in qualifying investments as deﬁned for VCT purposes by 28 February 2023. The portfolio of non-qualifying investments will be managed with the intention of generating a positive return. Subject to the Board and Investment Manager’s view from time to time of desirable asset allocation, it will comprise quoted and unquoted investments (direct or indirect) in cash or cash equivalents, secured loans, bonds, equities, vehicles investing in property and funds of funds or on cash deposit. A full text of the Company’s investment policy can be found within the Company’s prospectus at www.pumainvestments.co.uk Principal risks and uncertainties The Board has carried out a robust assessment of the Company’s emerging and principal risks, including those that might threaten the Company’s business model, future performance, solvency or liquidity and reputation. The Board receives regular reports from the Investment Manager and uses this information, along with its own knowledge and experience, to identify any emerging risks, so that appropriate procedures can be put in place to manage or mitigate such risks. The principal risks facing the Company relate to its investment activities, speciﬁcally market price risk, as well as interest rate risk, credit risk and liquidity risk. An explanation of these risks and how they are managed is contained in note 14 to the ﬁnancial statements. Additional risks faced by the Company are listed below. Market conditions There is a risk that geopolitical and economic events can impact the prospects of some of the Company’s investments. The Investment Manager maintains close contact with all investee companies, to endeavour to mitigate the risk as far as possible. Further details of the investments are set out in the Investment Manager’s Report from pages 6 to 61. Investment risk Inappropriate stock selection leading to underperformance in absolute and relative terms is a risk that the Investment Manager and the Board mitigate by reviewing performance throughout the year and formally at Board meetings. There is also a regular review by the Board of the investment mandate and long-term investment strategy, and monitoring of whether the Company should change its investment strategy. Regulatory risk The Company operates in a complex regulatory environment and faces a number of related risks. A breach of s274 of the Income Tax Act 2007 could result in the Company being subject to capital gains on the sale of investments. A breach of the VCT regulations could result in the loss of VCT status and consequent loss of tax relief currently available to shareholders. Serious breach of other regulations, such as the UKLA Listing Rules and the Companies Act 2006, could lead to suspension from the Stock Exchange. The Board receives quarterly reports in order to monitor compliance with regulations. In addition to the principal risks explained above, the principal uncertainty that may affect the Company relates to material changes to the VCT regulations. The Board continues to monitor this and will take appropriate action if required. Risk management The Company’s investment policy allows for a large proportion of the Company’s assets to be held in unquoted investments. These investments are not publicly traded, so there is not a liquid market for them. Therefore, these investments may be difﬁcult to realise. The Company manages its investment risk within the restrictions of maintaining its qualifying VCT status by using the following methods: • the active monitoring of its investments by the Investment Manager and the Board; • seeking Board representation associated with each investment, if possible; • seeking to hold larger investment stakes by co-investing with other companies managed by the Investment Manager, so as to gain more inﬂuence over the investment; • ensuring a spread of investments is achieved. Business review and future developments The Company’s business review and future developments are set out in the Chairman’s Statement, the Investment Manager’s Report and the Investment Portfolio Summary on pages 2 to 64. Key performance indicators At each Board meeting, the Directors consider a number of performance measures to assess the Company’s success in meeting its objectives. The Board believes the Company’s key performance indicators are movement in NAV per Ordinary Share and Total Return per Ordinary Share. The Board considers that the Company has no non-ﬁnancial key performance indicators. In addition, the Board considers the Company’s compliance with the VCT regulations to ensure that it will maintain its VCT status. An analysis of the Company’s key performance indicators and the performance of the Company’s portfolio and speciﬁc investments is included in the Chairman’s Statement, the Investment Manager’s Report and the Investment Portfolio Summary on pages 2 to 64. 72 STRATEGIC REPORT > CONTINUED Viability statement The Directors have conducted a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. This is summarised above. The Directors have assessed the prospects of the Company for the three-year period from the Balance Sheet date. This is a period for which developments are considered to be reasonably foreseeable. This review included consideration of compliance with the VCT regulations, the Company’s current ﬁnancial position and expected cash ﬂows for the period and the current economic outlook. Based on this review and the fact that the Company’s listed shares are held for liquidity purposes and will be sold as and when required, the Directors have concluded that there is a reasonable expectation that they will have access to adequate cash resources to enable the Company to continue in operation and meet its liabilities, as they fall due over the three-year period to 28 February 2026. Section 172 Statement – Duty to promote the success of the company Section 172 of the Companies Act requires directors of a company to act in the way they consider, in good faith, would be most likely to promote the success of the company for the beneﬁt of its members as a whole, and in doing so have regard (among other matters) to: (a) the likely consequences of any decision in the long term, (b) the interests of the company’s employees, (c) the need to foster the company’s business relationships with suppliers, customers and others, (d) the impact of the company’s operations on the community and the environment, (e) the desirability of the company maintaining a reputation for high standards of business conduct, and (f) the need to act fairly between members of the company. This section of the Strategic Report also sets out the disclosures required in respect of how the Company engages with suppliers, customers and others in a business relationship with the Company. The Company does not have any employees, and delegates day-to-day operations to service providers. The Board’s principal concern is to focus on the needs and priorities of its shareholders, as well as considering the wider community, including the Company’s service providers and its investee companies (as disclosed in the Investment Manager’s Report on pages 6 and 61). The Board considers that the Company’s shareholders are its customers and its suppliers are the service providers. The Annual Report as a whole, sets out how the Board promotes the success of the Company for the beneﬁt of its shareholders. The Board is focused on high standards of business conduct and recognises the need to act fairly between shareholders. The Board engages with the Investment Manager at every Board meeting, to ensure that there is a close and constructive working relationship and a good understanding of the investee companies. The Company also engages regularly with its other service providers. The Board ensures that the interests of current and potential stakeholders, and the impact of the Company’s investments on the wider community and the environment, are taken into account when decisions are made. David Buchler Chairman 15 June 2023 73 STRATEGIC REPORT > CONTINUED 74 Directors’ Report The Directors present their Annual Report and the audited ﬁnancial statements of the Company for the year ended 28 February 2023. The Company’s Registered Number is 10376236. The Company has, in accordance with Section 14C of the Companies Act, set out in the Strategic Report, information regarding ﬁnancial risk management, future developments and engagement with suppliers, customers and others in a business relationship with the Company that would otherwise be set out in the Directors’ Report. 75 Results and dividends The results for the ﬁnancial year are set out on page 92. The Directors will not propose a resolution at the Annual General Meeting to pay a ﬁnal dividend (2022: 6.5p paid within the year). It is the aim of the Directors to maximise tax-free distributions to shareholders by way of dividends paid out of income received from investments and capital gains received following successful realisations. Post Balance Sheet events Details of material post Balance Sheet events are set out in note 18 to the ﬁnancial statements. Capital structure The issued share capital of the Company is detailed in note 12 to the ﬁnancial statements. Details of share voting rights and authority to repurchase Ordinary Shares are disclosed in the Corporate Governance Statement on page 80. Directors The Directors of the Company during the year and their beneﬁcial interests in the issued Ordinary Shares of the Company at 28 February 2023 were as follows: No options over the share capital of the Company have been granted to the Directors. There have been no changes in the holdings of the Directors since the year-end. Investment management, administration and performance fees The Company has delegated the investment management of the portfolio to Puma Investment Management Limited (“Puma Investments”). The principal terms of the Company’s management agreement with Puma Investments are set out in note 3 to the ﬁnancial statements. The annual running costs of the Company are subject to a cap of 3.5% of the Company’s Net Assets as at the end of the previous accounting period. The Company has delegated company secretarial and other accounting and administrative support to PI Administration Services Limited for an aggregate annual fee of 0.35% of the NAV of the Fund at each quarter end, payable quarterly in arrears. As approved at the General Meeting in the year, performance fee arrangements for Puma Investments and members of the investment management team have been amended. The performance incentive fee (“PIF”) payable in relation to each accounting period (as determined from the audited annual accounts for that period) is now subject to the Performance Value per Share being at least 110p at the end of the relevant period. Performance Value per Share is calculated as the total of the Net Asset Value, the performance incentive fees previously paid or accrued by the Company for all previous accounting periods, and the cumulative amount of dividends paid by the Company before the relevant accounting reference date, with the aggregate amount of these divided by the number of Ordinary Shares in issue in the Company on the relevant date (excluding the Performance Incentive Shares). The amount of the PIF will be equal to 20% of the amount by which the Performance Value per Share at the end of an accounting period exceeds the High Water Mark (being the higher of 110p and the highest Performance Value per Share at the end of any previous accounting period), multiplied by the number of relevant Ordinary Shares in issue at the end of the relevant period (excluding any Performance Incentive Shares). That amount will be allocated, at the discretion of the Investment Manager, between the Investment Manager itself and the management team. Under the previous performance incentive arrangement, 3,895,834 Ordinary Shares (as set out in note 11 to the ﬁnancial statements) are held by the Investment Manager and members of the investment management team (“Performance Incentive Shares”). Under the terms of the incentive arrangement, all rights to dividends will be waived, except amounts payable under the new PIF will, where possible, be paid as a dividend through these Performance Incentive Shares. Upon review of the operation of the current PIF arrangements, and following consultation with the Board and the Company’s sponsor, the Company is proposing to put forth, for shareholder approval, an amended methodology for calculating the PIF for the accounting period beginning 1 March 2022 (with retrospective effect) and subsequent accounting periods at a General DIRECTORS’ REPORT > CONTINUED 0.0005p Ordinary Shares 28 February 2023 28 February 2022 David Buchler (Chairman) 20,200 20,200 Graham Shore 51,000 51,000 Stephen Hazell-Smith 20,200 20,200 76 Meeting to be held on or around the date of the Company’s 2023 AGM. Under this amended methodology, a provision for the PIF has been included in the February 2023 year-end accounts. A circular setting out the details of the proposed changes will be distributed to shareholders in advance of the General Meeting. Details of the performance fee provision for the year is set out in notes 3 and 11 to the ﬁnancial statements. It is the Directors’ opinion that the continued appointment of the Investment Manager, Puma Investments, on the terms agreed, is in the best interests of the shareholders as a whole. The Investment Manager is part of the Shore Capital Group, which has a proven track record in VCT management and has a strong network within the industry. Corporate Governance Statement The Company’s Corporate Governance Statement is set on page 80 to 83 and forms part of the Directors’ Report. Global greenhouse gas emissions The Company has no physical assets, operations, premises or employees of its own. Consequently, it consumed less than 40,000kWh of energy during the year, so has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emission-producing sources under the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013. Going concern The Board receives regular reports from Puma Investments, and in accordance with the guidance issued by the Financial Reporting Council, the Directors have considered a period of 12 months from the date of this report for the purposes of determining the Company’s going concern status. As part of this assessment, they have taken into consideration the geopolitical climate, and believe that there are no material uncertainties leading to signiﬁcant doubt. On this basis, the Directors believe that it is appropriate to continue to apply the going concern basis in preparing the ﬁnancial statements. This is appropriate, as the Company’s listed shares are held for liquidity purposes and will be sold as and when required to ensure the Company has adequate cash reserves to meet the Company’s running costs. Financial instruments The material risks arising from the Company’s ﬁnancial instruments are market price risk, credit risk, liquidity risk and interest rate risk. The Board reviews and agrees policies for managing each of these risks, and these are summarised in note 14 to the ﬁnancial statements. These policies have remained unchanged since the beginning of the ﬁnancial year. As a Venture Capital Trust, it is the Company’s speciﬁc business to evaluate and control the investment risk in its portfolio. Substantial shareholdings As at 28 February 2023 and as at the date of this report, the Company had been notiﬁed that the following direct interests, which previously represented 3% or more of the issued share capital of the Company, have now dropped below that threshold. The above shareholding is held under the management performance incentive agreement explained in note 11 to the ﬁnancial statements. Third-Party Indemnity Provision for Directors Qualifying third-party indemnity provision was in place for the beneﬁt of all Directors of the Company. Independent auditor Following a rebranding exercise on 15 May 2023 the trading name of the company’s independent auditor changed from MHA MacIntyre Hudson to MHA. A resolution to reappoint MHA as independent auditor will be proposed at the next Annual General Meeting. Statement as to disclosure of information to the auditor The Directors in ofﬁce at the date of this report have conﬁrmed that, as far as they are each aware, there is no relevant audit information of which the auditor is unaware. Each of the Directors has conﬁrmed that they have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that it has been communicated to the auditor. Number of shares Percentage of voting rights At 28 Feb 2023 At 28 Feb 2022 At 28 Feb 2023 At 28 Feb 2022 Shore Capital International Asset Management Limited 1,383,021 1,383,021 <3% <3% DIRECTORS’ REPORT > CONTINUED 77 Annual General Meeting The Annual General Meeting of the Company will be held at Cassini House, 57 St James’s Street, London SW1A 1LD on 27 July 4.30pm. Notice of the Annual General Meeting and Form of Proxy are inserted within this document. Statement of Directors’ Responsibilities The Directors are responsible for preparing the Strategic Report, the Directors’ Report, the Directors’ Remuneration Report and the ﬁnancial statements in accordance with applicable laws 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 ﬁnancial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law). 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 of the Company for that period. In preparing those 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 applicable UK Accounting Standards (comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law) have been followed, 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. 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 and the Directors’ Remuneration Report 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. Directors’ Statement pursuant to the Disclosure and Transparency rules Each of the Directors, whose names and functions are listed in the Directors’ Biographies on page 70, conﬁrms that, to the best of each person’s knowledge: (a) the ﬁnancial statements, prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law), give a true and fair view of the assets, liabilities, ﬁnancial position and proﬁt/(loss) of the Company; and (b) the Chairman’s Statement, Investment Manager’s Report, Strategic Report and Directors’ Report contained in the Annual Report include a fair review of the development and performance of the business and the position of the Company together with a description of the principal risks and uncertainties that it faces. Directors' Statement regarding Annual Report and Accounts The Directors consider that the Annual Report and Accounts, 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. Electronic publication The Directors are responsible for the maintenance and integrity of the corporate and ﬁnancial information included on the Company’s website. The ﬁnancial statements are published on www.pumainvestments.co.uk, a website maintained by the Investment Manager. Legislation in the United Kingdom regulating the preparation and dissemination of the ﬁnancial statements may differ from legislation in other jurisdictions. On behalf of the Board. David Buchler Chairman 15 June 2023 DIRECTORS’ REPORT > CONTINUED 78 Directors’ Remuneration Report This report is prepared in accordance with Schedule 420-422 of the Companies Act 2006. A resolution to approve this report will be put to the members at the Annual General Meeting to be held on 27 July 2023. Directors’ Remuneration Policy The Board as a whole considers Directors’ remuneration and therefore a Remuneration Committee has not been established. The Board’s policy is that the remuneration of non-executive Directors should reﬂect time spent and the responsibilities borne by the Directors for the Company’s affairs, and should be sufﬁcient to enable candidates of high calibre to be recruited. Directors’ fees payable during the year totalled £61,000 (excluding VAT) as set out in note 4 to the ﬁnancial statements. On 13 September 2017 the Directors were appointed for a period of 12 months, after which either party must give three calendar months’ notice to end the contract. Directors’ Remuneration The Directors are all non-executive and received emoluments as detailed below: Year ended 28 February 2023 £ Year ended 28 February 2022 £ David Buchler (Chairman) 25,000 25,000 Stephen Hazell-Smith 18,000 18,000 Graham Shore 18,000 18,000 61,000 61,000 Directors’ Remuneration Policy Directors’ Remuneration Report For 94.1% 94.1% Against 5.9% 5.9% Number of votes withheld - - These are the total emoluments. There are no pension contributions or share options. There is no requirement for the Directors to hold shares in the Company. Directors’ share interests are disclosed in the Directors’ Report on page 74 (audited). Brief biographical notes on the Directors are given on page 70. 2023/24 Remuneration The remuneration levels for the forthcoming year are expected to be at the annual levels shown in the table above. The Directors shall be paid by the Company all travelling, hotel and other expenses they may incur in attending meetings of the Directors or General Meetings, or otherwise in connection with the discharge of their duties. The remuneration to be paid is as per the prospectus. Directors’ and Ofﬁcers’ liability insurance cover is held by the Company in respect of the Directors. Statement of voting at Annual General Meeting Resolutions to approve the Directors’ Remuneration Policy and the Directors’ Remuneration Report were approved by shareholders at the AGM on 7 July 2022. Votes cast are summarised as follows: 79 Performance graph The following chart represents the Company’s performance from inception to 28 February 2023, and compares the rebased Net Asset Value to a rebased FTSE AIM All-Share Index. This index is considered to be the most appropriate equity market against which investors can measure the relative performance of the Company. This has been rebased to 100 at 2 July 2018, the listing date for the Company. On behalf of the Board David Buchler Chairman 15 June 2023 200.00 190.00 180.00 17000 160.00 150.00 140.00 130.00 120.00 110.00 100.00 90.00 80.00 70.00 60.00 50.00 30/06/2018 31/10/2018 28/02/2019 30/06/2019 31/10/2019 29/02/2020 30/06/2020 31/10/2020 28/02/2021 30/06/2021 31/10/2021 38/02/2022 30/06/2022 31/10/2022 28/02/2023 AIM All-Share total return basis, rebased to 100 Historic NAV of VCT (including dividends) rebased to 100 Historic NAV of VCT (including dividends and tax relief) rebased to 130 DIRECTORS’ REMUNERATION REPORT > CONTINUED 80 Corporate Governance Statement The FRC has conﬁrmed that members of the AIC, who report against the AIC Code, will be meeting their obligations in relation to the UK Code and the associated disclosure requirements under paragraph 9.8.6 of the Listing Rules. The AIC Code is available on the AIC’s website www.theaic.co.uk. It includes an explanation of how the AIC Code adapts the principles and provisions set out in the UK Code to make them relevant for investment companies. Corporate governance within the investment company industry differs from that of other companies. In addition, VCTs differ from most other investment companies in that they have, developed over many years, a complex range of additional legal, tax and regulatory requirements. Puma VCT 13 as a VCT has particular factors that have an impact on its governance arrangements; these are outlined below: • The VCT outsources all day-to-day activities (such as portfolio management, administration, accounting, custody and company secretarial). This means that it is governed entirely by a Board of Non- Executive Directors. In these circumstances, the proper oversight of these relationships is the key aspect of achieving good corporate governance. • The VCT does not have executive Directors or employees. As a consequence, the only ‘corporate memory’ is that of the Non-Executive Directors. • The VCT does not have customers, only shareholders. The AIC Code deals with matters such as the relationship with the manager and other The Association of Investment Companies Code of Corporate Governance (the “AIC Code”), issued by the AIC in February 2019, addresses the principles and provisions set out in the UK Corporate Governance Code (the 22, 37 “UK Code”), issued by the Financial Report Council (“FRC”) in July 2018, as well as setting out additional provisions on issues that are of speciﬁc relevance to Puma VCT 13. service providers. In practice, most of the time spent by the board of a well-functioning investment company should be spent on matters of general corporate governance (eg the investment strategy, policy and performance). VCT 13 is committed to maintaining high standards in corporate governance. With the exception of the limited items outlined below, the Directors consider that VCT 13 has, throughout the year under review, complied with the provisions set out in the AIC Code: • Provision 14 – Due to the size of the Board, the role of Chairman and Senior Independent Director are both performed by David Buchler. The recommendation in the Code is for the Senior Independent Director and Chairman to be separate positions on the Board. The Board believes that David Buchler’s experience allows him to exercise proper judgement in distinguishing between the roles. • Provisions 22, 37 – Due to the size of the Board and because there are no executive Directors or senior management, the Company does not have a nominations committee or remuneration committee. Since appointment there have been no changes to the Board of the Directors or the Directors’ remuneration. The Board does not have plans in place for orderly succession to the Board. • Provision 26 – Due to the size of the Board, a formal annual performance evaluation of the Board, its committees and the individual Directors has not been undertaken. Speciﬁc performance issues are dealt with as they arise. 81 • Provision 29 – Due to the size of the Board, the Chairman of the Company is also the Chairman of the Audit Committee. The recommendation in the Code is that the Chairman of the Company should not be a member of the Audit Committee. The Board believes that David Buchler’s experience allows him to exercise proper judgement in distinguishing between the roles. The Board The Company has a Board comprising three non-executive Directors. All Directors are independent as deﬁned by the Code, except for Graham Shore as a result of his holding an interest in the parent of the Investment Manager. The Board considers that all Directors have sufﬁcient experience to be able to exercise proper judgement within the meaning of the Code. The Board has appointed David Buchler as the Senior Independent Director and he is also the Chairman. Biographical details of all Board members are shown on page 70. In accordance with the recommendations of the Code, all the Directors will retire at the forthcoming Annual General Meeting and, being eligible, will offer themselves for re-election. The Board believes that all the Directors have made valuable contributions during the year and remain committed to the role. The Board therefore recommends that shareholders re-elect David Buchler, Stephen Hazell-Smith and Graham Shore as Directors at the forthcoming Annual General Meeting. Full Board meetings take place quarterly, and additional meetings are held as required to address speciﬁc issues. The Board has a formal schedule of matters speciﬁcally reserved for its decision. These include: • considering recommendations from the Investment Manager; • making all decisions concerning the acquisition or disposal of qualifying investments; and • reviewing annually, the terms of engagement of all third-party advisers (including investment managers and administrators). The attendance of individual Directors at full Board meetings during the year was as follows: The Board has also established procedures, whereby Directors wishing to do so in the furtherance of their duties, may take independent professional advice at the Company’s expense. All Directors have access to the advice and services of the Company Secretary. The Company Secretary provides the Board with full information on the Company’s assets and liabilities and other relevant information requested by the Chairman, in advance of each Board meeting. The Board has not established a nominations committee or remuneration committee, as it considers the Board to be small and comprise wholly non-executive Directors. Appointments of new Directors and Directors’ remuneration are dealt with by the full Board. The remuneration for 2023/24 for the Board will be as per the prospectus. The Board reviewed Directors’ remuneration during the year. Details of the speciﬁc levels of remuneration to each Director are set out in the Directors’ Remuneration Report on page 78, and this is subject to shareholder approval. There had been no changes to the composition of the Board since the date of issue of the prospectus, and there are no planned changes. As a result, the Company does not have plans in place for orderly succession to the Board, and has not established a diversity policy for new appointments in relation to the composition of the Board. Audit Committee The Audit Committee comprises the two independent non-executive Directors. It is chaired by David Buchler and meets annually with the external auditor prior to approval of the Company’s ﬁnancial statements. There was one Audit Committee meeting during the year, which was attended by both independent non- executive Directors. The Audit Committee monitors the external auditor’s independence, the effectiveness of the audit process and other relevant matters. The Audit Committee receives written conﬁrmation each year of the external auditor’s independence. The Audit Committee considered the need for an internal audit function, and concluded that this function would not be an appropriate control for a Venture Capital Trust. The Audit Committee considers that the signiﬁcant issues in relation to these ﬁnancial statements relate to the carrying value and disclosure of the unquoted investments. The Audit Committee challenges ﬁndings and comments received from the Investment Manager on the ﬁnancial performance of the investments. Board meetings David Buchler 3/3 Graham Shore 3/3 Stephen Hazell-Smith 3/3 CORPORATE GOVERNANCE STATEMENT > CONTINUED 82 This is the VCT 13’s ﬁfth Annual Report and Accounts; the ﬁrst three were reported by RSM UK Audit LLP and this is the second being reported by MHA. The Audit Committee, after taking into consideration comments from the Investment Manager and Administrator regarding the effectiveness of the audit process, recommends to the Board that MHA continues in ofﬁce. The Audit Committee reviews and agrees the audit strategy paper, presented by the auditor in advance of the audit, which sets out the signiﬁcant risk areas to be covered during the audit. The Audit Committee meets prior to the approval of the ﬁnancial statements to consider the auditor’s ﬁndings and challenge the work performed, especially in relation to unquoted investments. When considering the effectiveness of the external audit, the Board considers the quality and content of the Audit Plan and Report provided to the Committee by the auditor and the resultant reporting and discussions on topics raised. The Audit Committee approves the provision of any non-audit work prior to it being undertaken. No non-audit fees were charged during the year. The Audit Committee Terms of Reference are on the Investment Manager’s website at www.pumainvestments.co.uk. Relations with Shareholders Shareholders have the opportunity to meet representatives of the investment management team and the Board at the AGM. The Board is also happy to respond to any written queries made by shareholders, or to meet shareholders if so requested. In addition to the formal business of the AGM, representatives of the investment management team and the Board are available to answer any questions a shareholder may have. Separate resolutions are proposed at the AGM on each substantially separate issue. The Registrars collate proxy votes and the results (together with the proxy forms) are forwarded to the Company Secretary immediately prior to the AGM. Proxy votes are announced at the AGM, following each vote on a show of hands, except in the event of a poll being called. The Notice of the next AGM and Form of Proxy are at the end of this document. Financial reporting The Directors’ statement of responsibilities for preparing the accounts is set out in the Directors’ Report on page 77, and a statement by the auditor about its reporting responsibilities is set out in the Auditor’s Report on pages 84 to 91. Internal control The Board is responsible for the Company’s system of internal controls, which have been designed to provide reasonable, but not absolute, assurance against material misstatement or loss. The Board is responsible for ensuring that the procedures to be followed by the advisers and the Directors are in place, and for reviewing the effectiveness of the system of internal controls on a regular basis, to ensure that the controls remain relevant and are operating effectively. The Board will implement additional controls if it considers it appropriate to do so. The Directors conﬁrm that they have established a continuing process throughout the year and up to the date of this report for identifying, evaluating and managing the signiﬁcant potential risks faced by the Company, and have reviewed the effectiveness of the internal control and risk management systems. As part of this process, an annual review of the internal control and risk management systems is carried out in accordance with the Financial Reporting Council guidelines for internal control. There were no problems identiﬁed from the Directors’ annual review of the internal control and risk management systems. Although the Board is ultimately responsible for safeguarding the assets of the Company, the Board has delegated, through written agreements, the day-to-day operation of the Company to the following advisers: Administration PI Administration Services Limited Investment Management Puma Investment Management Limited Puma Investment Management Limited identiﬁes investment opportunities and monitors the portfolio of investments and makes recommendations to the Board in terms of suggested disposals and further acquisitions. Puma Investment Management Limited holds a discretionary investment mandate for all investments, although qualifying investments decisions are all approved by the Board. PI Administration Services Limited is engaged to carry out the accounting function and manages the retention of physical custody of the documents of title relating to unquoted investments. Quoted investments are held in CREST. CORPORATE GOVERNANCE STATEMENT > CONTINUED 83 Internal control systems include production and review of monthly management accounts. Both the annual and interim report are reviewed and approved by the Board. All outﬂows made from the VCT’s bank accounts require the authority of two signatories from Puma Investments, the Investment Manager. The Investment Manager is subject to internal monitoring as part of the Compliance Framework. Share Capital, Rights Attaching to the Shares and Restrictions on Voting and Transfer Ordinary Shares are freely transferable in both certiﬁcated and uncertiﬁcated form and can be transferred by means of the CREST system. There are no restrictions on the transfer of any fully paid-up share. With respect to voting rights, the Ordinary Shares rank pari passu as to rights to attend and vote at any General Meeting of the Company. The Company’s ordinary shareholders do not have differing voting rights. Further details of the Company’s rules are set out in the Company’s prospectus at www. pumainvestments.co.uk. Rights attaching to the Company’s redeemable preference shares are disclosed in note 10 to the ﬁnancial statements. Repurchase of Ordinary Shares Although the Ordinary Shares are traded on the London Stock Exchange, there is likely to be an illiquid market and, in such circumstances, shareholders may ﬁnd it difﬁcult to sell their Ordinary Shares in the market. In order to try to improve the liquidity in the Ordinary Shares, the Board may establish a buy-back policy whereby the Company will purchase Ordinary Shares for cancellation. The Board has authority to make market purchases of the Company’s own shares. This authority for up to 4,221,743 of the Company’s issued share capital was granted at the 2021 Annual General Meeting. A resolution will be put to the next Annual General Meeting to renew this authority. Gearing The Board has the authority to borrow up to 50% of the amount received from the issued share capital, but there are currently no plans to take advantage of this authority. On behalf of the Board David Buchler Chairman 15 June 2023 CORPORATE GOVERNANCE STATEMENT > CONTINUED Independent Auditor’s Report TO THE MEMBERS OF PUMA VCT 13 PLC For the purpose of this report, the terms “we” and “our” denote MHA in relation to UK legal, professional and regulatory responsibilities and reporting obligations to the members of Puma VCT 13 plc. For the purposes of the table on pages 85 to 86 that sets out the key audit matters and how our audit addressed the key audit matters, the terms “we” and “our” refer to MHA. The “Company” is deﬁned as Puma VCT 13 plc. The relevant legislation governing the Company is the United Kingdom Companies Act 2006 (“Companies Act 2006”). Opinion We have audited the ﬁnancial statements of the Company for the year ended 28 February 2023. The ﬁnancial statements that we have audited comprise: • the Income Statement • the Balance Sheet • the Statement of Cash Flows • the Statement of Changes in Equity, and • Notes 1 to 18 of the ﬁnancial statements, including the accounting policies. The ﬁnancial reporting framework that has been applied in the preparation of the Company’s ﬁnancial statements is 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 the Company’s affairs as at 28 February 2023 and its proﬁt for the year then ended; • have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and • have been properly prepared in accordance with the requirements of Companies Act 2006. Our opinion is consistent with our reporting to the Audit Committee. 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 ethical responsibilities in accordance with those requirements. We believe that the audit evidence we have obtained is sufﬁcient and appropriate to provide a basis for our opinion. 84 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: • The consideration of inherent risks to the Company’s operations and speciﬁcally its business model. • The evaluation of how those risks might impact on the Company’s available ﬁnancial resources. • Obtaining the VCT compliance reports prepared by management’s expert during the year and as at year end and reviewing the calculations therein to ensure that the Company was meeting its requirements to retain VCT status. • Consideration of the Company’s expected future compliance with legislation, the absence of bank debt, contingencies and commitments and any market or reputational risks. • Reviewing the forecasted cashﬂows that support the Directors’ assessment of the going concern, challenging assumptions and judgements made in the forecasts, and assessing them for reasonableness, by considering the available cash resources relative to the forecast expenditure, which was assessed against the prior year for reasonableness, as well as the quantum of liquid investments, such the quoted investments at year end. • Considering the impact of market volatility and uncertainty, including as a result of the impact of Russian aggression in Ukraine. • Calculating ﬁnancial ratios to ascertain the ﬁnancial health of the Company. 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 company’s 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. OVERVIEW OF OUR AUDIT APPROACH Scope Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company’s system of internal control, and assessing the risks of material misstatement in the ﬁnancial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the directors that may have represented a risk of material misstatement. Materiality 2023 2022 Overall materiality £917.8k £445k 1% (2022: 1%) of the net assets KEY AUDIT MATTERS Recurring • Valuation of investments 85 INDEPENDENT AUDITOR’S REPORT > CONTINUED 86 Key Audit Matters Key Audit Matters are those matters that, in our professional judgement, were of most signiﬁcance in our audit of the ﬁnancial statements of the current period and include the most signiﬁcant assessed risks of material misstatement (whether or not due to fraud) that we identiﬁed. These matters included those matters which had the greatest effect on: the overall audit strategy: the allocation of resources in the audit; and directing the efforts of the engagement team. VALUATION OF INVESTMENTS Key audit matter description As at 28 February 2023, the Company held unquoted investments of £57.1m (2022: £39.7m). Investments represent the most material balance in the ﬁnancial statements and are the primary driver of returns to Shareholders therefore valuation is considered to be signiﬁcant risks. ese investments represent the single largest and, by extension, most material balance in the ﬁnancial statements. ey are also the primary driver of returns to the shareholders, and we therefore identiﬁed their valuation and ownership as a key assertions for testing during the course of our audit. Due to their nature and the absence of an active market, there is a high level of estimation uncertainty involved in determining the value of the unquoted investment valuations. How the scope of our audit responded to the key audit matter We responded to this matter by testing the valuation and ownership of the portfolio of investments. Our audit procedures included: • Obtaining the most recent ﬁnancial statements of the underlying investee companies. • Obtaining an understanding of the Company’s unquoted investments held at the year-end, including reviewing underlying investment agreements and other relevant documentation to conﬁrm the ownership of the investments. • Forming a determination of whether the valuation methodology is appropriate in the circumstances under the International Private Equity and Venture Capital Valuation (“IPEV”) Guidelines and the ﬁnancial reporting framework adopted by management. • Review and challenged management’s investments valuation calculations and check the methodology used in management investment valuation is reasonable. • Challenged the assumptions inherent in the valuation of unquoted investments by developing our own point estimates where alternative assumptions could reasonably be applied and considered the overall impact of such sensitisations on the portfolio of investments in determining whether the valuations as a whole are reasonable and unbiased. • Challenged the and corroborated the inputs to the valuation with reference to management information of investee companies, market data and our own understanding and assessed the impact of the estimation uncertainty concerning these assumptions and the disclosure of these uncertainties in the ﬁnancial statements. • Challenged the consistency and appropriateness of adjustments made to multiples applied in arriving at the valuations adopted by considering the individual performance of investee companies against plan and relative to the peer group, the market and sector in which the investee company operates and other factors as appropriate. • Considered the economic environment in which the investment operates to identify factors that could impact the investment valuation. Key observations We found the approach taken in respect of valuation of investments to be accurate and we have concluded that the assumptions and judgments made by management in the application of the valuation model were reasonable and supportable and the relevant disclosures are appropriately disclosed in the ﬁnancial statements. INDEPENDENT AUDITOR’S REPORT > CONTINUED 87 Our application of materiality Our deﬁnition of materiality considers the value of error or omission on the ﬁnancial statements that, individually or in aggregate, would change or inﬂuence the economic decision of a reasonably knowledgeable user of those ﬁnancial statements. Misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identiﬁed misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the ﬁnancial statements as a whole. Materiality is used in planning the scope of our work, executing that work and evaluating the results. Overall materiality £917.8k (2022: £445k) Basis of determining overall materiality We determined materiality based on 1% (2022: 1%) of net assets value. In setting materiality, we have had regard to the nature and disposition of the investment portfolio. Given that the Company’s portfolio is comprised of unquoted investments which would typically have a wider spread of reasonable alternative possible valuations. is investment portfolio is the key driver to the net asset value of the Company. We have considered net assets value per share to be the Company’s key performance indicators and is considered to be one of the principal considerations for members of the Company when assessing ﬁnancial performance. Performance materiality £642.5k (2022: £311k) Basis of determining overall performance materiality We determined performance materiality based on 70% (2022: 70%) of overall materiality. Performance materiality is the application of materiality at the individual account or balance level, set at an amount to reduce, to an appropriately low level, the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the ﬁnancial statements as a whole. e determination of performance materiality reﬂects our assessment of the risk of undetected errors existing, the nature of the systems and controls and the level of misstatements identiﬁed in previous audits. Error reporting threshold We agreed to report any corrected or uncorrected adjustments exceeding £44.8k (2022: £20k) to the Audit Committee as well as differences below this threshold that in our view warranted reporting on qualitative grounds. The control environment We evaluated the design and implementation of those internal controls of the Company which are relevant to our audit, such as those relating to the ﬁnancial reporting cycle. We deployed our internal IT audit specialists to obtain an understanding of the general IT environment. INDEPENDENT AUDITOR’S REPORT > CONTINUED 88 provisions of the UK Corporate Governance Code speciﬁed for our review by the Listing Rules. 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 and our knowledge obtained during the audit: • Directors' statement with regards the appropriateness of adopting the going concern basis of accounting and any material uncertainties identiﬁed set out on page 76; • Directors’ explanation as to its assessment of the group’s prospects, the period this assessment covers and why the period is appropriate set out on page 75; • Director’s statement on whether it has a reasonable expectation that the group will be able to continue in operation and meets its liabilities set out on page 76; • Directors' statement is fair, balanced and understandable set out on page 77; • Board’s conﬁrmation that it has carried out a robust assessment of the emerging and principal risks set out on page 72; • Section of the Annual Report that describes the review of effectiveness of risk management and internal control systems set out on page 82; and • Section describing the work of the audit committee set out on page 81. Matters on which we are required to report by exception We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept, or returns adequate for our audit have not been received by branches not visited by us; or • the ﬁnancial statements are not in agreement with the accounting records and returns; or • certain disclosures of directors’ remuneration speciﬁed by law are not made; or • the part of the Directors' Remuneration Report to be audited is not in agreement with the accounting records and returns; or • we have not received all the information and explanations we require for our audit. Reporting on other information The other information comprises the information included in the Annual Report other than the ﬁnancial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the ﬁnancial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the ﬁnancial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the ﬁnancial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Strategic Report and Directors’ Report 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. In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identiﬁed material misstatements in the Strategic Report or the Directors’ Report. Directors’ Remuneration Report Those aspects of the Directors’ Remuneration Report which are required to be audited have been prepared in accordance with applicable legal requirements. Corporate Governance Statement We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the entity’s compliance with the INDEPENDENT AUDITOR’S REPORT > CONTINUED 89 Responsibilities of Directors As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the ﬁnancial statements and for being satisﬁed that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of ﬁnancial statements that are free from material misstatement, whether due to fraud or error. In preparing the ﬁnancial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor 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 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 ﬁnancial statements is located on the FRC’s website at: 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, 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. These audit procedures were designed to provide reasonable assurance that the ﬁnancial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difﬁcult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reﬂected in the ﬁnancial statements, the less likely we would become aware of it. Identifying and assessing potential risks arising from irregularities, including fraud The extent of the procedures undertaken to identify and assess the risks of material misstatement in respect of irregularities, including fraud, included the following: • We considered the nature of the industry and sector the control environment, business performance including remuneration policies and the Company’s own risk assessment that irregularities might occur as a result of fraud or error. From our sector experience and through discussion with the directors, we obtained an understanding of the legal and regulatory frameworks applicable to the Company focusing on laws and regulations that could reasonably be expected to have a direct material effect on the ﬁnancial statements, such as provisions of the Companies Act 2006, the FCA listing and DTR rules, the principles of the UK Corporate Governance Code, industry practice represented by the Statement of Recommended Practice: Financial Statements of Investment Trust Companies and Venture Capital Trusts (“the SORP”) and updated in February 2018 with consequential amendments and the applicable ﬁnancial reporting framework. We also considered the Company’s qualiﬁcation as VCT under UK tax legislation. • We enquired with the directors and management concerning the Company’s policies and procedures relating to: – detecting, evaluating and complying with the laws and regulations and whether they were aware of any instances of non-compliance; – detecting and responding to the risks of fraud and whether they had any knowledge of actual or suspected fraud; and – the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations. INDEPENDENT AUDITOR’S REPORT > CONTINUED 90 • We assessed the susceptibility of the Company’s ﬁnancial statements to material misstatement, including fraud and considered the fraud risk areas to the valuation of unquoted investments and management override of controls. Our tests included, but were not limited to: – the procedures set up out in the key audit matter section above. – obtaining independent evidence to support the ownership of investments. – recalculating management and administrations fees in total. – obtaining independent conﬁrmation of bank balances. Audit response to risks identiﬁed In respect of the above procedures: • audit procedures performed by the engagement team in connection with the risks identiﬁed included: • reviewing ﬁnancial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations expected to have a direct impact on the ﬁnancial statements; • testing journal entries, including those processed late for ﬁnancial statements preparation, those posted by infrequent or unexpected users, those posted to unusual account combinations; • evaluating the business rationale of signiﬁcant transactions outside the normal course of business, and reviewing accounting estimates for bias; • enquiry of management around actual and potential litigation and claims; • challenging the assumptions and judgements made by management in its signiﬁcant accounting estimates, in particular those relating to the determination of the investments valuation in the key audit matter section of our report; and • we communicated relevant laws and regulations and potential fraud risks to all engagement team members, including experts, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. Other requirements We were appointed by the Directors on 1 February 2022. The period of total uninterrupted engagement including previous renewals and reappointments of the ﬁrm is 2 years. We did not provide any non-audit services which are prohibited by the FRC’s Ethical Standard to the Company, and we remain independent of the Company in conducting our audit. Use of our report This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.14R, these ﬁnancial statements form part of the European Single Electronic Format (ESEF) prepared Annual Financial Report ﬁled on the National Storage Mechanism of the UK FCA in accordance with the ESEF Regulatory Technical Standard ((‘ESEF RTS’). This auditor’s report provides no assurance over whether the annual ﬁnancial report has been prepared using the single electronic format speciﬁed in the ESEF RTS. Rakesh Shaunak FCA (Senior Statutory Auditor) for and on behalf of MHA, Statutory Auditor London, United Kingdom 15 June 2023 INDEPENDENT AUDITOR’S REPORT > CONTINUED 91 Year ended 28 February 2023 Year ended 28 February 2022 Note Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000 Gain on investments 8 (b) - 5,151 5,151 - 12,189 12,189 Income 2 200 - 200 52 - 52 200 5,151 5,351 52 12,189 12,241 Investment management fee 3 (366) (1,097) (1,463) (175) (525) (700) Performance fee 3 - (673) (673) - (1,897) (1,897) Other expenses 4 (511) - (511) (340) - (340) (877) (1,770) (2,647) (515) (2,422) (2,937) Proﬁt before tax (677) 3,381 2,704 (463) 9,767 9,304 Tax 5 - - - - - - Proﬁt after tax (677) 3,381 2,704 (463) 9,767 9,304 Basic and diluted earnings per Ordinary Share (pence) 6 (1.28p) 6.39p 5.11p (1.77p) 37.48p 35.71p All items in the above statement derive from continuing operations. ere are no gains or losses other than those disclosed in the Income Statement. e total column of this statement is the Statement of Total Comprehensive Income of the Company prepared in accordance with FRS 102 “e Financial Reporting Standard applicable in the UK and Republic of Ireland”. e supplementary revenue and capital columns are prepared in accordance with the Statement of Recommended Practice, “Financial Statements of Investment Trust Companies and Venture Capital Trusts” issued by the Association of Investment Companies. ere were no items of other comprehensive income during the year. FOR THE YEAR ENDED 28 FEBRUARY 2023 Income Statement 92 93 AS AT 28 FEBRUARY 2023 Balance Sheet As at 28 February 2023 As at 28 February 2022 Note £'000 £'000 Fixed Assets Investments 8 58,544 41,228 Current Assets Debtors 9 255 109 Cash and cash equivalents 34,289 13,184 34,544 13,293 Creditors - amounts falling due within one year 10 (1,320) (2,169) Net Current Assets 33,224 11,124 Total Assets less Current Liabilities 91,768 52,352 Net Assets 91,768 52,352 Capital and Reserves Called up share capital 12 36 20 Share premium 57,207 15,187 Capital reserve - realised (2,269) (2,216) Capital reserve - unrealised 19,420 15,989 Revenue reserve 17,374 23,372 Equity Shareholders' Fund 91,768 52,352 Net Asset value per Ordinary Share 13 133.05p 143.53p e ﬁnancial statements on pages 92 to 106 were approved and authorised for issue by the Board of Directors on 15 June 2023 and were signed on their behalf by: David Buchler Chairman FOR THE YEAR ENDED 28 FEBRUARY 2023 Statement of Cash Flows Year ended 28 February 2023 Year ended 28 February 2022 £’000 £’000 Reconciliation of proﬁt before tax to net cash used in operating activities Proﬁt before tax 2,704 9,304 (Gain) on investments (5,151) (12,189) (Increase) in debtors (146) (44) (Decrease) / Increase in creditors (849) 1,308 Net cash (used in) operating activities (3,442) (1,621) Cash ﬂow from investing activities Purchase of investments (15,732) (12,771) Proceeds from disposal of investments 3,567 5,067 (Outﬂow) from investing activities (12,165) (7,704) Cash ﬂow from ﬁnancing activities Proceeds received from issue of ordinary share capital 42,683 22,388 Expense paid for issue of share capital (647) (427) Shares cancelled in year - (17) Dividends paid to shareholders (5,324) (1,831) Inﬂow from ﬁnancing activities 36,712 20,113 Net increase in cash and cash equivalents 21,105 10,788 Cash and cash equivalents at the beginning of the year 13,184 2,396 Cash and cash equivalents at the end of the year 34,289 13,184 94 95 FOR THE YEAR ENDED 28 FEBRUARY 2023 Statement of Changes in Equity Called up share capital £’000 Share premium account £’000 Capital reserve - realised £’000 Capital reserve - unrealised £’000 Revenue reserve £’000 Total £’000 Balance as at 1 March 2021 11 17,736 (1,695) 7,533 (649) 22,936 Comprehensive income for the year Proﬁt after tax - - (1,825) 11,591 (463) 9,303 Total comprehensive income for the year - - (1,825) 11,591 (463) 9,303 Transactions with owners, recognised directly in equity Dividends paid - - (1,831) - - (1,831) Issue of shares 9 22,379 - - - 22,388 Share issue cost - (427) - - - (427) Cancellation of share premium - (24,501) - - 24,501 - Repurchase of own shares - - - - (17) (17) Total transactions with owners, recognised directly in equity 9 (2,549) (1,831) - 24,484 20,113 Other movements Prior year ﬁxed asset gains now realised - - 3,135 (3,135) - - Total other movements - - 3,135 (3,135) - - Balance as at 28 February 2022 20 15,187 (2,216) 15,989 23,372 52,352 Comprehensive income for the year: Proﬁt after tax - - (1,751) 5,129 (674) 2,704 Total comprehensive income for the year - - (1,751) 5,129 (674) 2,704 Transactions with owners, recognised directly in equity Dividends paid - - - - (5,324) (5,324) Issue of shares 16 42,667 - - - 42,683 Share issue cost - (647) - - - (647) Total transactions with owners, recognised directly in equity 16 42,020 - - (5,324) 36,712 Other movements Prior year ﬁxed asset gains now realised - - 1,698 (1,698) - - Total other movements - - 1,698 (1,698) - - Balance as at 28 February 2023 36 57,207 (2,269) 19,420 17,374 91,768 Included in these reserves is an amount of £15.1 million (2022: £21.2 million) which is considered to be distributable to shareholders. e Capital reserve – realised includes gains/losses that have been realised in the year due to the sale of investments, net of related costs. Capital reserve – unrealised represents the investment holding gains/losses and shows the gains/losses on investments still held by the Company not yet realised by an asset sale. Share premium represents premium on shares issued less issue costs. Revenue reserve represents the cumulative revenue earned less cumulative distributions. Share premium cancellation represents amounts approved by the High Court of Justice to be cancelled to create a pool of distributable reserves as approved by shareholders at the 2022 AGM. Notes to the Financial Statements FOR THE YEAR ENDED 28 FEBRUARY 2023 96 . Accounting policies Accounting convention Puma VCT 13 plc (“the Company”) was incorporated in England on 15 September 2016 and is registered and domiciled in England and Wales. The Company’s registered number is 10376236. The registered ofﬁce is Cassini House, 57 St James’s Street, London SW1A 1LD. The Company is a public limited company (limited by shares) whose shares are listed on LSE with a premium listing. The Company’s principal activities and a description of the nature of the Company’s operations are disclosed in the Strategic Report. The ﬁnancial statements have been prepared under the historical cost convention, modiﬁed to include investments at fair value, and in accordance with the requirements of the Companies Act 2006, including the provisions of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 and with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the Statement of Recommended Practice, “Financial Statements of Investment Trust Companies and Venture Capital Trusts” issued in October 2019 by the Association of Investment Companies (“the SORP”). Monetary amounts in these ﬁnancial statements are rounded to the nearest whole £1,000, except where otherwise indicated. Going concern The Directors have considered a period of 12 months from the date of this report for the purposes of determining the Company’s going concern status, which has been assessed in accordance with the guidance issued by the Financial Reporting Council. The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and believe that it is appropriate to continue to apply the going concern basis in preparing the ﬁnancial statements. This is appropriate as the Company’s listed shares are held for liquidity purposes and will be sold as and when required to ensure the Company has adequate cash reserves to meet the Company’s running costs. Cash and cash equivalents Cash, for the purposes of the cash ﬂow statement, comprises cash at bank. Cash equivalents are current asset investments which are disposable without curtailing or disrupting the business and are either readily convertible into known amounts of cash at or close to their carrying values. Interest earned on cash balances is recorded as income. Investments All investments are measured at fair value through proﬁt and loss. They are held as part of the Company’s investment portfolio and are managed in accordance with the investment policy set out on page 71. Listed investments are recognised at fair value which is the bid price at the reporting date. Unquoted investments are stated at fair value by the Directors with reference to the International Private Equity and Venture Capital Valuation (“IPEV”) Guidelines as follows: • Investments which have been made within the last 12 months or where the investee company is in the early stage of development will usually be valued at either the price of recent investment or cost as the closest approximation to fair value, except where the company’s performance against plan is signiﬁcantly different from expectations on which the investment was made, in which case a different valuation methodology will be adopted. • For investments that have been held for longer than 12 months, methods of valuation such as earnings or revenue-based multiples or Net Asset Value may be used to arrive at the fair value. • Investments in debt instruments are held at amortised cost and accrue interest at the rate agreed within the Investment Agreement. Interest is shown separately within debtors. • Realised gains and losses on the disposal of investments are ﬁrst recognised in the proﬁt and loss and subsequently taken to realised capital reserves. 97 • Unrealised gains and losses on the revaluation of investments are ﬁrst recognised in the proﬁt and loss and subsequently taken to unrealised capital reserves. • In preparation of the valuations of assets the Directors are required to make judgements and estimates that are reasonable and incorporate their knowledge of the performance of the portfolio companies. A key judgement made in applying the above accounting policy relates to impairment of the investments. Valuations are based upon ﬁnancial information received from the underlying investee companies, together with the extensive knowledge and expertise of the team who work closely with the investee companies; a fair value is reached using appropriate valuation techniques consistent with the IPEV guidelines. Any deviations in expectations of performance of the underlying companies are captured within the information received and, as such, reﬂected in the fair value. • Impairment of debt instruments is considered when arriving at the valuations for equity shareholders. Loan notes are deducted from the overall enterprise value before distributing in line with the appropriate waterfall arrangements between equity shareholders. If the enterprise value is greater than the debt instrument, the loan note is not considered to be impaired. Income Dividends receivable on listed equity shares are brought into account on the ex-dividend date. Dividends receivable on unquoted equity shares are brought into account when the Company’s right to receive payment is established and there is no reasonable doubt that payment will be received. Interest receivable is recognised wholly as a revenue item on an accruals basis. Performance fees As approved at the General Meeting in the year, performance fee arrangements for Puma Investments and members of the investment management team have been amended. The performance incentive fee payable in relation to each accounting period (as determined from the audited annual accounts for that period) is now subject to the Performance Value per share being at least 110p at the end of the relevant period. Performance Value per Share is calculated as the total of the Net Asset Value, the performance incentive fees previously paid or accrued by the Company for all previous accounting periods and the cumulative amount of dividends paid by the Company before the relevant accounting reference date, with the aggregate amount of these divided by the number of Ordinary Shares in issue in the Company on the relevant date (excluding the Performance Incentive Shares). The amount of the performance incentive fee will be equal to 20% of the amount by which the Performance Value per Share at the end of an accounting period exceeds the High Water Mark (being the higher of 110p and the highest Performance Value per Share at the end of any previous accounting period), multiplied by the number of relevant Ordinary Shares in issue at the end of the relevant period (excluding any Performance Incentive Shares). That amount will be allocated, at the discretion of the Investment Manager, between the Investment Manager itself and the management team. At each Balance Sheet date, the Company accrues for any performance fee payable based on the calculation set out above. Expenses All expenses (inclusive of VAT) are accounted for on an accruals basis. Expenses are charged wholly to revenue, with the exception of: • expenses incidental to the acquisition or disposal of an investment charged to capital; and • the investment management fee, 75% of which has been charged to capital to reﬂect an element which is, in the Directors’ opinion, attributable to the maintenance or enhancement of the value of the Company’s investments in accordance with the Board’s expected long-term split of return; and • the performance fee, which is allocated proportionally to revenue and capital based on the respective contributions to the net asset value. NOTES TO THE FINANCIAL STATEMENTS > CONTINUED 98 Taxation Corporation tax is applied to proﬁts chargeable to corporation tax, if any, at the applicable rate for the year. The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue return on the marginal basis as recommended by the SORP. Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Balance Sheet date, where transactions or events that result in an obligation to pay more, or right to pay less, tax in the future have occurred at the Balance Sheet date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable taxable proﬁts from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company’s taxable proﬁts and its results as stated in the ﬁnancial statements which are capable of reversal in one or more subsequent periods. Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws enacted or substantively enacted at the Balance Sheet date. Reserves Realised losses and gains on investments, transaction costs, the capital element of the investment management fee, performance fee and taxation are taken through the Income Statement and recognised in Capital reserve – realised on the Balance Sheet. Unrealised losses and gains on investments are also taken through the Income Statement and are recognised in Capital reserve – unrealised. Debtors Debtors include other debtors and accrued income. These are initially recorded at the transaction price and subsequently measured at amortised cost, being the transaction price less any amounts settled. Creditors Creditors are initially measured at the transaction price and subsequently measured at amortised cost, being the transaction price less any amounts settled. Dividends Final dividends payable are recognised as distributions in the ﬁnancial statements when the Company’s liability to make payment has been established. The liability is established when the dividends proposed by the Board are approved by the Shareholders. Interim dividends are recognised when paid. Key accounting estimates and assumptions The Company makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by deﬁnition, seldom equal the related actual results. The estimates and assumptions that have a signiﬁcant risk of causing a material adjustment to the carrying amounts of assets within the next ﬁnancial year relate to the fair value of unquoted investments. Unquoted investments are stated at fair value at each measurement date in accordance with the appropriate valuation techniques consistent with the IPEV guidelines outlined in the Investments section in note 1 to the ﬁnancial statements above. Valuations are based upon ﬁnancial information received from the underlying investee companies, together with the extensive knowledge and expertise of the team who work closely with the investee companies. Any deviations in expectations of performance of the underlying companies are captured within the information received and, as such, reﬂected in the fair value. Further details of the unquoted investments are disclosed in the Investment Manager’s Report on pages 6-61 and notes 8 and 14 to the ﬁnancial statements. . Income Year ended 28 February 2023 Year ended 28 February 2022 £’000 £’000 Income from investments Qualifying interest income 147 20 Dividends received 53 32 200 52 . Investment management and performance fees Year ended 28 February 2023 Year ended 28 February 2022 £’000 £’000 Puma Investments fees 1,463 700 Performance fees (see note 11) 673 1,897 2,136 2,597 NOTES TO THE FINANCIAL STATEMENTS > CONTINUED 99 Puma Investment Management Limited (“Puma Investments”) has been appointed as the Investment Manager of the Company for an initial period of ﬁve years, which can be terminated by not less than 12 months’ notice, given at any time by either party, on or after the ﬁfth anniversary. The Board is satisﬁed with the performance of the Investment Manager. Under the terms of this agreement Puma Investments will be paid an annual fee of 2% of the Net Asset Value payable quarterly in arrears calculated on the relevant quarter end NAV of the Company. These fees commenced on 19 March 2018 (the date of the ﬁrst share allotment). These fees are capped, the Investment Manager having agreed to reduce its fee (if necessary to nothing) to contain total annual costs (excluding performance fee and trail commission) to 3.5% of the Company’s net assets. Total costs this year were 2.2% of the Company’s net assets as at 28 February 2023 (2022: 2.0%). In addition to the Investment Manager fees disclosed above, during the year, Puma Investment Management Limited charged fees of £375,197 (2022: £315,634) as commission for share issue costs. . Other expenses Year ended 28 February 2023 Year ended 28 February 2022 £’000 £’000 PI Administration Services fees 256 120 Directors’ remuneration 61 61 Social security costs 4 8 Auditor’s remuneration for statutory audit 68 54 Other expenses 122 97 511 340 Puma Investments provides accounting and administrative services to VCT 13, payable quarterly in advance. The fee is calculated as 0.35% of VCT 13’s NAV, using the latest published NAV and the number of shares in issue at each quarter end. Directors’ fees paid in the year are disclosed in the Directors’ Remuneration Report on page 78. The Company has no employees other than non-executive Directors (2022: none). The average number of non-executive Directors during the year was 3 (2022: 3). Auditor’s fees of £59,400 (2022: £45,000) have been grossed up in the table above to be inclusive of VAT. No non-audit services were provided by the Company’s auditor in the year (2022: £nil). Other expenses are made up of several smaller items, the largest being fees paid by the Company for registrar services. . Tax Year ended 28 February 2023 Year ended 28 February 2022 £’000 £’000 UK corporation tax charged to revenue reserve - - UK corporation tax charged to capital reserve - - UK corporation tax charge for the period - - Factors affecting tax charge for the period Proﬁt before taxation 2,704 9,304 Tax charge calculated on proﬁt before taxation at the applicable rate of 19% 514 1,768 Gains on investments (979) (2,316) Tax losses carried forward 465 548 - - Capital returns are not taxable as the Company is exempt from tax on realised capital gains while it continues to comply with the VCT regulations, so no corporation tax is recognised on capital gains or losses. Due to the intention to continue to comply with the VCT regulations, the Company has not provided for deferred tax on any realised or unrealised capital gains and losses. No deferred tax asset has been recognised in respect of the tax losses carried forward due to the uncertainty as to recovery. NOTES TO THE FINANCIAL STATEMENTS > CONTINUED 100 Year ended 28 February 2023 Revenue £’000 Capital £’000 Total £’000 Proﬁt for the year (677) 3,381 2,704 Weighted average number of shares in issue for the year 56,842,635 56,842,635 56,842,635 Less: weighted average number of management incentive shares (see note 11) (3,895,834) (3,895,834) (3,895,834) Weighted average number of shares for purposes of proﬁt/(loss) per share calculations 52,946,801 52,946,801 52,946,801 (Loss)/ proﬁt per share (1.28)p 6.39p 5.11p Year ended 28 February 2022 Revenue £’000 Capital £’000 Total £’000 Proﬁt for the year (463) 9,767 9,304 Weighted average number of shares in issue for the year 29,951,765 29,951,765 29,951,765 Less: weighted average number of management incentive shares (see note 11) (3,895,834) (3,895,834) (3,895,834) Weighted average number of shares for purposes of proﬁt/(loss) per share calculations 26,055,931 26,055,931 26,055,931 (Loss)/ proﬁt per share (1.77)p 37.48p 35.71p 6. Basic and diluted profit/(loss) per Ordinary Share . Dividends During the year, an interim dividend of 4.5p per Ordinary Share was paid from Capital reserves – realised in relation to the year ended 28 February 2022. The dividend was paid on 24 March 2022 totalling £2.0 million. The Directors declared an interim dividend of 5.5p per Ordinary Share in relation to the year ended 28 February 2023; the dividend was paid on 16 December 2022 totalling £3.3 million. NOTES TO THE FINANCIAL STATEMENTS > CONTINUED 101 8. Investments (a) Movements in investments Qualifying venture capital investments £’000 Non-qualifying investments £’000 Total £’000 Book cost at 1 March 2022 23,793 1,445 25,238 Net unrealised gains at 1 March 2022 15,906 83 15,989 Valuation at 1 March 2022 39,699 1,528 41,227 Purchases at cost 15,732 - 15,732 Proceeds from disposal of investments (3,567) - (3,567) Realised gains on disposals 19 - 19 Net unrealised gains / (losses) 5,216 (83) 5,133 Valuation at 28 February 2023 57,099 1,445 58,544 Book cost at 28 February 2023 37,675 1,465 39,140 Net unrealised gains at 28 February 2023 19,424 (20) 19,404 Valuation at 28 February 2023 57,099 1,445 58,544 (b) Gains/(losses) on investments Year ended 28 February 2023 £’000 Year ended 28 February 2022 £’000 Realised gains in the period 19 597 Unrealised gains in the period 5,132 11,592 5,151 12,189 (c) Quoted and unquoted investments Market value as at 28 February 2023 £’000 Market value as at 28 February 2022 £’000 Quoted investments 1,445 1,529 Unquoted investments 57,099 39,699 58,544 41,228 The Company received £3.6 million (2022: £5.1 million) from investments sold in the year. The book cost of these investments when they were purchased was £1.8 million (2022: £1.3 million). The Company’s investments are revalued each year, so until they are sold any unrealised gains or losses are included in the fair value of the investments. Further details of these investments (including the unrealised gains in the year) are disclosed in the Chairman’s Statement, Investment Manager’s Report, Investment Portfolio Summary and Signiﬁcant Investments on pages 2 to 69 of the Annual Report. NOTES TO THE FINANCIAL STATEMENTS > CONTINUED 102 . Debtors As at 28 February 2023 As at 28 February 2022 £’000 £’000 Other debtors 120 90 Accrued income 135 19 225 109 . Current liabilities – creditors Included within accruals is a provision for performance fee for £637,000. Performance fees paid in the year totalled £1,897,000. Further information can be found in note 11. Redeemable preference shares were issued for total consideration of £12,500 to Puma Investment Management Limited, being one quarter paid up, so as to enable the Company to obtain a certiﬁcate under s761 of the Companies Act 2006. Each of the redeemable preference shares carries the right to a ﬁxed, cumulative, preferential dividend of 0.1% per annum (exclusive of any imputed tax credit available to shareholders) on the nominal amount thereof but confers no right to vote except as otherwise agreed by the holders of a majority of the shares. On a winding-up, the redeemable preference shares confer the right to be paid the nominal amount paid on such shares. The redeemable preference shares are redeemable at par at any time by the Company and by the holder. Each redeemable preference share which is redeemed, shall thereafter be cancelled without further resolution or consent. . Management performance incentive arrangement On 8 December 2016, the Company entered into an agreement with the Investment Manager and members of the investment management team (together “the Management Team”) such that the Management Team will be entitled in aggregate to share in 20 per cent of the aggregate excess on any amounts realised by the Company in excess of £1.05 per Ordinary Share (“the Performance Target”). This agreement was amended by a deed of variation on 28 June 2018 to extend the terms of this arrangement so as to cover the offers for subscription that were launched in 2017 and 2018. Following approval by shareholders on 18 November 2020, this agreement was amended by a deed of variation. Under the amended agreement, the Investment Manager and members of the Management Team will be entitled to a performance incentive fee (“PIF”) in relation to each accounting period as determined from the audited annual accounts for that period, subject to the Performance Value per Share being at least 110p at the end of the relevant period. The Performance Value per Share is calculated as the total of the Net Asset Value, the performance incentive fees previously paid or accrued by the Company for all previous accounting periods, and the cumulative amount of dividends paid by the Company before the relevant accounting reference date, with the aggregate amount of these divided by the number of Ordinary Shares in issue in the Company on the relevant date (excluding the Performance Incentive Shares – see below). The amount of the PIF will be equal to 20% of the amount by which the Performance Value per Share at the end of an accounting period exceeds the High Water Mark (being the higher of 110p and the highest Performance Value per Share at the end of any previous accounting period), multiplied by the number of relevant Ordinary Shares in issue at the end of the relevant period (excluding any Performance Incentive Shares). That amount will be allocated, at the discretion of the Investment Manager, between the Investment Manager itself and the Management Team. Under the original 2016 performance incentive arrangement (set out above) 3,895,834 Ordinary Shares are held by the Investment Manager and members of the Management Team (“Performance Incentive Shares”). Under the terms of that incentive As at 28 February 2023 As at 28 February 2022 £’000 £’000 Accruals 1,307 2,156 Redeemable preference shares 13 13 1,320 2,169 NOTES TO THE FINANCIAL STATEMENTS > CONTINUED 103 . Called-up share capital . Net Asset Value per Ordinary Share arrangement, all rights to dividends are waived except that amounts payable under the PIF will, where possible, be paid as a dividend through these Performance Incentive Shares. Upon review of the operation of the current PIF arrangements, and following consultation with the Board and the Company’s sponsor, the Company is proposing to put forth, for shareholder approval, an amended methodology for calculating the PIF for the accounting period beginning 1 March 2022 (with retrospective effect) and subsequent accounting periods at a General Meeting to be held on or around the date of the Company’s 2023 AGM. Under this amended methodology, a provision for the PIF of £637,000 has been included in the February 2023 year-end accounts. A circular setting out the details of the proposed changes will be distributed to shareholders in advance of the General Meeting. As at 28 February 2023 As at 28 February 2022 As at 28 February 2023 As at 28 February 2022 £’000 £’000 Number of shares Number of shares Allotted, called up and fully paid: Ordinary shares of 0.05p each 36 20 72,868,008 40,369,963 Alloted, called up and partly paid: Redeemable preference shares of £1 each 13 13 50,000 50,000 As at 28 February 2023 As at 28 February 2022 Net assets 91,768,000 52,352,000 Number of shares in issue 72,868,008 40,369,963 Less: management incentive shares (see note 11) (3,895,834) (3,895,834) Number of shares in issue for purposes of Net Asset Value per share calculation 68,972,174 36,474,129 Net Asset Value per share Basic 133.05p 143.53p During the year, 32,498,045 shares were issued at an average price of 131.34p per share (2022: 18,251,319 shares were issued at an average price of 122.66p per share). The consideration received for these shares was £42.7 million (2022: £22.4 million). The rights attached to the Ordinary Shares can be found within the Corporate Governance Statement on page 83. The rights attached to the Preference Shares can be found within note 10. NOTES TO THE FINANCIAL STATEMENTS > CONTINUED 104 . Financial instruments The Company’s ﬁnancial instruments comprise its investments, cash balances, debtors and certain creditors. The fair value of all the Company’s ﬁnancial assets and liabilities is represented by the carrying value in the Balance Sheet. Excluding cash balances, the Company held the following categories of ﬁnancial instruments at 28 February 2023: Management of risk The main risks the Company faces from its ﬁnancial instruments are market price risk, being the risk that the value of investment holdings will ﬂuctuate as a result of changes in market prices caused by factors other than interest rate or currency movements, liquidity risk, credit risk and interest rate risk. The Board regularly reviews and agrees policies for managing each of these risks. The Board’s policies for managing these risks are summarised below and have been applied throughout the year. 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 Investment Manager monitors counterparty risk on an ongoing basis. The Company’s maximum exposure to credit risk is as follows: As at 28 February 2023 As at 28 February 2022 £’000 £’000 Financial assets at fair value through proﬁt or loss 56,963 38,747 Financial assets measured at amortised cost 1,836 2,591 Financial liabilities measured at amortised cost (1,320) (2,169) 57,479 39,169 As at 28 February 2023 As at 28 February 2022 £’000 £’000 Cash at bank and in hand 34,289 13,184 Interest, dividends and other receivables 255 109 Investment in loan notes 1,581 2,481 36,125 15,774 Credit risk arising on the sale of investments is considered to be small due to the short settlement and the contracted agreements in place with the settlement lawyers. The cash held by the Company at the year-end is held in RBS. Bankruptcy or insolvency of the bank may cause the Company’s rights with respect to the receipt of cash held to be delayed or limited. The Board monitors the Company’s risk by reviewing regularly the ﬁnancial position of the bank and should the credit quality of RBS deteriorate signiﬁcantly, the Investment Manager will, on instruction of the Board, move the cash holdings to another bank. Credit risk associated with interest, dividends and other receivables are predominantly covered by the investment management procedures. Other receivables as at 28 February 2023 was mainly cash held by the Company’s brokers, that is subject to reviews consistent with the banks noted above. Investments in loans and loan notes comprises a fundamental part of the Company’s venture capital investments, therefore credit risk in respect of these assets is managed within the Company’s main investment procedures. Market price risk Market price risk arises mainly from uncertainty about future prices of ﬁnancial instruments held by the Company. It represents the potential loss the Company might suffer through holding investments in the face of price movements. The Investment Manager actively monitors market prices and reports to the Board, which meets regularly in order to consider investment strategy. The Company’s views on the economic environment, which also impacts market price risk, are discussed in the Investment Manager’s Report on page 6. The Company’s strategy on the management of market price risk is driven by the Company’s investment policy as outlined in the Strategic Report on page 71. NOTES TO THE FINANCIAL STATEMENTS > CONTINUED 105 The management of market price risk is part of the investment management process. The portfolio is managed with an awareness of the effects of adverse price movements through detailed and continuing analysis, with an objective of maximising overall returns to shareholders. Holdings in unquoted investments may pose higher price risk than quoted investments. Some of that risk can be mitigated by close involvement with the management of the investee companies along with review of their trading results. 98% (2022: 96%) of the Company’s investments are unquoted investments held at fair value. 91% of the portfolio (57% of net assets) is valued using the application of earnings/revenue-based multiples. An increase in the multiple used by 20% would increase the Net Asset Value by 6.1% (£97.4m). Conversely, a decrease in the multiple used by 20% would decrease the Net Asset Value by 6.6% (£85.7m). The 20% sensitivity used provides the most meaningful impact of average multiple changes across the portfolio. Liquidity risk Details of the Company’s unquoted investments are provided in the Investment Portfolio Summary on page 64. By their nature, unquoted investments may not be readily realisable and the Board considers exit strategies for these investments throughout the period for which they are held. As at the year-end, the Company had no borrowings. The Company’s liquidity risk associated with investments is managed on an ongoing basis by the Investment Manager in conjunction with the Directors and in accordance with policies and procedures in place as described in the Strategic Report and the Directors’ Report. The Company’s overall liquidity risks are monitored on a quarterly basis by the Board. The Company maintains access to sufﬁcient cash resources to pay accounts payable and accrued expenses. Fair value interest rate risk The benchmark that determines the interest paid or received on the current account is the Bank of England base rate, which was 4% at 28 February 2023 (2022: 0.5%). Cash ﬂow interest rate risk The Company has exposure to interest rate movements primarily through its cash deposits which track the Bank of England base rate. Interest rate risk proﬁle of ﬁnancial assets The following analysis sets out the interest rate risk of the Company’s ﬁnancial assets as at 28 February 2023. Rate status Average interest rate Period until maturity Total £'000 Cash at bank - RBS Floating 0.00% - 34,289 Loan and loan notes Fixed 10.00% 51 months 1,581 Balance of assets Non-interest bearing - 57,218 93,088 Rate status Average interest rate Period until maturity Total £'000 Cash at bank - RBS Floating 0.00% - 13,184 Loan and loan notes Fixed 0.00% - 2,481 Balance of assets Non-interest bearing - 38,857 54,522 The following analysis sets out the interest rate risk of the Company’s ﬁnancial assets as at 28 February 2022. NOTES TO THE FINANCIAL STATEMENTS > CONTINUED Foreign currency risk The Company’s functional and presentation currency is Sterling. The Company has not held any non-Sterling investments during the year. Fair value hierarchy Financial assets and liabilities measured at fair value are disclosed using a fair value hierarchy that reﬂects the signiﬁcance of the inputs used in making the fair value measurements, as follows: • Level 1 – Fair value is measured using the unadjusted quoted price in an active market for identical assets. • Level 2 – Fair value is measured using inputs other than quoted prices that are observable using market data. • Level 3 – Fair value is measured using unobservable inputs. Fair values have been measured at the end of the reporting year as follows: The Level 3 investments have been valued in line with the Company’s accounting policies and IPEV guidelines. This comprises both loan and equity instruments, which are considered to be one instrument due to their being bound together when assessing the portfolio’s returns to the shareholders. Further details of these investments are provided in the Signiﬁcant Investments section of the Annual Report on pages 65 to 69. . Capital management The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern, so that it can provide an adequate return to shareholders by allocating its capital to assets commensurate with the level of risk. The Company must have an amount of capital, at least 80% (as measured under the tax legislation) of which must be, and remain, invested in the relatively high risk asset class of small UK companies within three years of that capital being subscribed. The Company accordingly has limited scope to manage its capital structure in the light of changes in economic conditions and the risk characteristics of the underlying assets. Subject to this overall constraint upon changing the capital structure, the Company may adjust the amount of dividends paid to shareholders, issue new shares or sell assets to maintain a level of liquidity to remain a going concern. The Board has the opportunity to consider levels of gearing, however there are no current plans to do so. It regards the net assets of the Company as the Company’s capital, as the level of liabilities is small, and the management of those liabilities is not directly related to managing the return to shareholders. . Contingencies, guarantees and financial commitments There were no commitments, contingencies or guarantees of the Company at the year-end (2022: none). . Related party disclosures The Company has delegated the investment management of the portfolio to Puma Investment Management Limited and administration services to PI Administration Services Limited. Further details of the transactions with these entities are disclosed in the Directors’ Report on pages 75 and in note 3 of the ﬁnancial statements. Transactions with Key Management Personnel are disclosed within the Directors’ Report from pages 74 to 77. . Post Balance Sheet events Post year-end, a further 16,318,972 Ordinary Shares have been issued for cash consideration of £22.3 million. 2023 2022 £’000 £’000 Level 1 Investments listed on LSE 1,445 1,529 Level 3 Unquoted investments 57,099 39,699 58,544 41,228 NOTES TO THE FINANCIAL STATEMENTS > CONTINUED 106 107 108 Notice of Annual General Meeting Ordinary Resolutions 1. To receive and adopt the Accounts for the ﬁnancial year ended 28 February 2023, together with the reports of the Directors and Auditors thereon. 2. To re-elect David Buchler as a director who retires in accordance with the UK Corporate Governance Code and, being eligible, offers himself for re-election. 3. To re-elect Stephen Hazell-Smith as a director who retires in accordance with the UK Corporate Governance Code and, being eligible, offers himself for re-election. 4. To re-elect Graham Shore as a director who retires pursuant to listing rules of the Financial Conduct Authority and, being eligible, offers himself for re-election. 5. To re-appoint MHA as Auditors of the Company and to authorise the Directors to determine their remuneration. 6. To approve the policy set out in the Remuneration Report in the Annual Report and Accounts 2023. 7. To approve the implementation report set out in the Remuneration Report in the Annual Report and Accounts 2023. 8. That, in addition to existing authorities, the Directors be and hereby are generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (“CA 2006”) to exercise all the powers of the Company to allot ordinary shares of £0.0005 each in the Company (“Shares”) up to an aggregate nominal amount of £50,000, such authority to expire on the later of 15 months from the date of the resolution or the next annual general meeting of the Company (unless previously renewed, varied or revoked by the Company in general meeting). Special Resolutions 9. To authorise the Company generally and unconditionally to make one or more market purchases (within the meaning of section 693(4) of CA 2006) of Shares provided that: 9.1 the maximum aggregate number of Shares that is purchased is 13,369,128; Puma VCT  plc THE “COMPANY” Notice is hereby given that the Annual General Meeting of the Company will be held at Cassini House, 57 St James’s Street, London, SW1A 1LD on 27 July 2023 at 4.30 pm. e purpose of the Annual General Meeting is to consider and, if thought ﬁt, pass the following resolutions, of which resolutions 1-8 are proposed as Ordinary Resolutions and 9 -11 as Special Resolutions 109 9.2 the minimum price paid for a Share is £0.0005; 9.3 the maximum price paid for a Share (exclusive of expenses) is the higher of: (i) an amount equal to 105 per cent of the average of the middle market prices shown in the quotations for a Share in the Daily Ofﬁcial List of the London Stock Exchange for the ﬁve business days immediately preceding the day on which that Share is purchased; and (ii) an amount equal to the value of a Share calculated on the basis of the higher of the price quoted for: (a) the last independent trade of; and (b) the highest current independent bid for, a Share as derived from the London Stock Exchange Trading System; 9.4 the Company may validly make a contract to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may validly make a purchase of Shares in pursuance of any such contract; and 9.5 unless renewed, the authority conferred by this resolution shall expire either at the conclusion of the next annual general meeting of the Company or on 27 October 2024, whichever is the earlier to occur, save that the Company may, prior to such expiry, enter into a contract to purchase Shares which will or may be completed or executed wholly or partly after such expiry. 10. That, subject to the passing of resolution 8 above, the Directors be and hereby are empowered (pursuant to section 570(1) of CA 2006) to allot or make offers or agreements to allot equity securities (as deﬁned in section 560(1) of CA 2006) for cash pursuant to the authority referred to in resolution 8 above as if section 561 of CA 2006 did not apply to any such allotment, such power to expire at the conclusion of the Company’s next annual general meeting, or on the expiry of 15 months following the passing of the resolution, whichever was the later (unless previously renewed or extended by the Company in general meeting). This power is limited to the allotment of equity securities: 10.1 in connection with any offer for subscription; 10.2 in connection with an offer of equity securities by way of rights; and 10.3 otherwise than pursuant to paragraphs 10.1 and 10.2 above, an offer of equity securities up to an aggregate nominal amount of 20% of the issued ordinary share capital of the Company immediately following closing of any offer for subscription referred to in paragraph 10.1 above. 11. That, subject to approval by the High Court of Justice, the amount standing to the credit of the share premium account of the Company, at the date an order is made conﬁrming such cancellation by the Court, is cancelled. BY ORDER OF THE BOARD Information regarding the Annual General Meeting, including the information required by section 311A of the CA 2006, is available from: www.pumainvestments.co.uk/pages/view/investors-information-vcts. Notes: (a) A member entitled to attend and vote at the meeting is entitled to appoint more than one proxy to exercise all or any of his rights to attend, speak and vote in his place on a show of hands or on a poll provided that each proxy is appointed to a different share or shares. Such proxy need not be a member of the Company. A form of proxy is enclosed. NOTICE OF ANNUAL GENERAL MEETING > CONTINUED Eliot Kaye Company Secretary Registered Ofﬁce: Cassini House 57 St James’s Street London SW1A 1LD Dated: 15 June 2023 110 (b) A proxy need not be a member of the Company but must attend the Annual General Meeting in order to represent his appointor. A member entitled to attend and vote at the Annual General Meeting may appoint the Chairman or another person as his proxy although the Chairman will not speak for the member. A member who wishes his proxy to speak for him should appoint his own choice of proxy (not the Chairman) and give instructions directly to that person. If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in these Notes. Under section 319A of the CA 2006, the Company must answer any question a member asks relating to the business being dealt with at the Annual General Meeting unless: • answering the question would interfere unduly with the preparation for the Annual General Meeting or involve the disclosure of conﬁdential information; • the answer has already been given on a website in the form of an answer to a question; or • it is undesirable in the interests of the Company or the good order of the Annual General Meeting that the question be answered. (c) To be valid, a Form of Proxy and the power of attorney or other written authority, if any, under which it is signed or an ofﬁce or notarially certiﬁed copy or a copy certiﬁed in accordance with the Powers of Attorney Act 1971 of such power and written authority, must be delivered to the Company’s registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD or electronically at info@ nevilleregistrars.co.uk, in each case not less than 48 hours (excluding weekends and public holidays) before the time appointed for holding the Annual General Meeting or adjourned meeting at which the person named in the Form of Proxy proposes to vote. If you hold your ordinary shares in the Company in uncertiﬁcated form (that is, in CREST) you may vote using the CREST Proxy Voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the notice of the AGM set out at the end of this letter). Proxies submitted via CREST must be received by the Company's agent (CREST ID: 7RA11) by no later than 4.30 pm on 25 July 2023 (or, in the case of an adjournment, not later than 48 hours before the time ﬁxed for the holding of the adjourned meeting (excluding any part of a day that is not a Business Day)). (d) In order to revoke a proxy instruction a member will need to inform the Company using one of the following methods: • by sending a signed hard copy notice clearly stating the intention to revoke the proxy appointment to the Company’s registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an ofﬁcer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certiﬁed copy of such power or authority) must be included with the revocation notice. • by sending the signed notice as an email attachment to [email protected]. In either case, the revocation notice must be received by the Company’s registrars, Neville Registrars Limited, before the Annual General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time speciﬁed then, subject to Note (e) directly below, the proxy appointment will remain valid. (e) Completion and return of a Form of Proxy will not preclude a member of the Company from attending and voting in person. If a member appoints a proxy and that member attends the Annual General Meeting in person, the proxy appointment will automatically be terminated. (f) Copies of the Directors’ Letters of Appointment and a copy of the current Articles of Association will be available for inspection at the registered ofﬁce of the Company during usual business hours on any weekday (Saturday and Public Holidays excluded) from the date of this notice, until the end of the Annual General Meeting and at the place of the Annual General Meeting for at least 15 minutes prior to and during the Annual General Meeting. (g) Pursuant to Regulation 41 of the Uncertiﬁcated Securities Regulations 2001, the Company has speciﬁed NOTICE OF ANNUAL GENERAL MEETING > CONTINUED 111 that only those holders of the Company’s shares registered on the Register of Members of the Company as at 6.00 pm on 25 July 2023 or, in the event that the Annual General Meeting is adjourned, on the Register of Members 48 hours before the time of any adjourned meeting, shall be entitled to attend and vote at the said Annual General Meeting in respect of such shares registered in their name at the relevant time. Changes to entries on the Register of Members after 6.00 pm on 25 July 2023 or, in the event that the Annual General Meeting is adjourned, on the Register of Members less than 48 hours before the time of any adjourned meeting, shall be disregarded in determining the right of any person to attend and vote at the Annual General Meeting. (h) As at 15 June 2023 the Company's issued share capital comprised 89,186,980 Ordinary Shares and 50,000 Redeemable Preference Shares (which are non-voting). The total number of voting rights in the Company as at 15 June 2023 is 89,186,980. The website referred to above will include information on the number of shares and voting rights. (i) If you are a person who has been nominated under section 146 of the CA 2006 to enjoy information rights (“Nominated Person”): • You may have a right under an agreement between you and the member of the Company who has nominated you to have information rights (“Relevant Member”) to be appointed or to have someone else appointed as a proxy for the Annual General Meeting; • If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights; • Your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you. (j) A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share. (k) A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, the proxy will vote or abstain from voting at his or her discretion. The proxy will vote (or abstain from voting) as he or she thinks ﬁt in relation to any other matter which is put before the Annual General Meeting. (l) Except as provided above, members who have general queries about the General Meeting should call the Company’s registrars Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD on 0121 585 1131, during normal ofﬁce hours. (m) Members may not use any electronic address provided either in this notice of Annual General Meeting, or any related documents (including the Chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly stated. (n) Resolutions 2-4: Information about the Directors who are proposed by the Board for re-election at the Annual General Meeting is shown in the Annual Report and Accounts 2023. (o) Pursuant to Chapter 5 of Part 16 of the CA 2006 (sections 527 to 531), where requested by a member or members meeting the qualiﬁcation criteria set out at note (p) below, the Company must publish on its website, a statement setting out any matter that such members propose to raise at the Annual General Meeting relating to the audit of the Company's accounts (including the Auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting. The request: • may be in hard copy form or in electronic form (see note (q) below); • must either set out the statement in full or, if supporting a statement sent by another member, clearly identify the statement which is being supported; NOTICE OF ANNUAL GENERAL MEETING > CONTINUED 112 • must be authenticated by the person or persons making it (see note (q) below); and • must be received by the Company at least one week before the Annual General Meeting. Where the Company is required to publish such a statement on its website: • it may not require the members making the request to pay any expenses incurred by the Company in complying with the request; • it must forward the statement to the Company's Auditor no later than the time the statement is made available on the Company's website; and • the statement may be dealt with as part of the business of the Annual General Meeting. (p) In order to be able to exercise the members; rights under note (o) the relevant request must be made by a member or members having a right to vote at the Annual General Meeting and holding at least 5% of the total voting rights of the Company, or at least 100 members having a right to vote at the Annual General Meeting and holding, on average, at least £100 of paid up share capital. For information on voting rights, including the total number of voting rights, see note (h) and the website referred to above. (q) Where a member or members wishes to request the Company to publish audit concerns (see note o) such request must be made in accordance with one of the following ways: • a hard copy request which is signed by you, states your full name and address and is sent to the Company Secretary, Puma VCT 13 plc, Cassini House, 57 St James’s Street, London SW1A 1LD; or • a request sent by email which states your full name, address, and is sent to [email protected] stating “AGM” in the subject ﬁeld. Explanation of Resolutions 9 to 11 to be proposed at the Annual General Meeting On page 108 of the Report is the notice of Annual General Meeting which will be held on 27 July 2023. Set out below is a brief explanation of the resolutions comprising special business to be proposed at the Annual General Meeting. Resolution 9 In certain circumstances it may be advantageous for the Company to purchase its own shares. Resolution 9, which will be proposed as a special resolution, would give the Board authority from shareholders to do so. Such authority will expire on the date of the 2024 Annual General Meeting or 27 October 2024, whichever is the earlier. The Directors intend to exercise this power only if and when, in the light of market conditions prevailing at the time, they believe that the effect of such purchases would be in the best interests of the Company and shareholders generally. Any shares purchased in this way will be cancelled (in which case the number of shares in issue will be accordingly reduced). This resolution speciﬁes the maximum number of shares which may be acquired (being approximately 14.99% of the Company’s issued ordinary shares as at the date of the resolution) and the maximum and minimum prices at which they may be bought. Resolution 10 The notice of the Annual General Meeting includes a resolution (Resolution 8) which will be proposed to ensure the Directors have authority to allot ordinary shares in the Company until the date of the 2024 Annual General Meeting or, if later, 27 October 2024, up to an aggregate nominal amount of £50,000 (representing approximately 112 per cent of the issued ordinary share capital of the Company as at 15 June 2023). Resolution 10 is proposed to empower the Directors to allot ordinary shares under Resolution 8 in connection with any offer for subscription, offer of equity securities by way of rights or any further offer of equity securities that may be issued by the Company without regard to any right of pre-emption on the part of the existing shareholders. Resolution 11 Resolution 11 is a resolution to cancel, pursuant to the Companies Act 2006 and the Company's articles of association, its share premium account at the date an order is made conﬁrming such cancellation by the Court, to create a pool of distributable reserves. NOTICE OF ANNUAL GENERAL MEETING > CONTINUED 113 COMPANY NUMBER 10376236 Puma VCT  plc For use at the Annual General Meeting of Puma VCT 13 plc convened for 27 July 2023 at 4.30 pm at Cassini House, 57 St James’s Street, London, SW1A 1LD I/We (BLOCK CAPITALS PLEASE) of being (a) member(s) of the Company hereby appoint the Chairman of the Meeting (see Note 2) or as my/our proxy and to attend and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on 27 July 2023 and at any adjournment thereof. My/our proxy is to vote as indicated below in respect of the Resolutions set out in the Notice of Annual General Meeting (see Note 9). If you wish to appoint multiple proxies please see note 1. Please also tick here if you are appointing more than one proxy. I have indicated with a “X” how I/we wish my/our votes to be cast on the following resolutions: Form of Proxy Dated Signed or sealed (see Note 6) ORDINARY RESOLUTIONS FOR AGAINST WITHHELD 1. To receive and adopt the Report and Accounts 2. To re-elect David Buchler 3. To re-elect Stephen Hazell-Smith 4. To re-elect Graham Shore 5. To re-appoint MHA as Auditors and to authorise the Directors to determine their remuneration 6. To approve the policy set out in the Remuneration Report 7. To approve the implementation report set out in the Remuneration Report 8. Authority to allot shares SPECIAL RESOLUTIONS 9. To authorise the Company to buy back shares 10. Disapplication of pre-emption rights 11. Cancellation of share premium account 114 Notes 1. Any member of the Company entitled to attend and vote at the Annual General Meeting is also entitled to appoint one or more proxies to attend, speak and vote instead of that member. A member may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy may demand, or join in demanding, a poll. A proxy need not be a member of the Company but must attend the Annual General Meeting in order to represent his appointor. A member entitled to attend and vote at the Annual General Meeting may appoint the Chairman or another person as his proxy although the Chairman will not speak for the member. A member who wishes his proxy to speak for him should appoint his own choice of proxy (not the Chairman) and give instructions directly to that person. 2. If you wish to appoint a proxy of your own choice delete the words “the Chairman of the Meeting” and insert the name and address of the person whom you wish to appoint in the space provided. 3. Any alterations to the Form of Proxy should be initialled. 4. To be valid, a Form of Proxy and the power of attorney or other written authority, if any, under which it is signed or an ofﬁce or notarially certiﬁed copy or a copy certiﬁed in accordance with the Powers of Attorney Act 1971 of such power and written authority, must be delivered to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD or electronically at [email protected], in each case not less than 48 hours (excluding weekends and public holidays) before the time appointed for holding the Annual General Meeting or adjourned meeting at which the person named in the Form of Proxy proposes to vote. In the case of a poll taken more than 48 hours (excluding weekends and public holidays) after it is demanded, the document(s) must be delivered as aforesaid not less than 24 hours (excluding weekends and public holidays) before the time appointed for taking the poll, or where the poll is taken not more than 48 hours (excluding weekends and public holidays) after it was demanded, be delivered at the meeting at which the demand is made. 5. In order to revoke a proxy instruction a member will need to inform the Company using one of the following methods: • by sending a signed hard copy notice clearly stating the intention to revoke the proxy appointment to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an ofﬁcer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certiﬁed copy of such power or authority) must be included with the revocation notice. • by sending the signed notice as an email attachment to [email protected]. In either case, the revocation notice must be received by Neville Registrars Limited before the Annual General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time speciﬁed then, subject to Note 8 below, the proxy appointment will remain valid. 6. In the case of a corporation, this form must be executed under its common seal or signed on its behalf by its attorney or a duly authorised ofﬁcer of the corporation. 7. In the case of joint shareholders, any one of them may sign. e vote of the person whose name stands ﬁrst in the register of members will be accepted to the exclusion of the votes of the other joint holders. 8. Completion and return of a Form of Proxy will not preclude a member of the Company from attending and voting in person. If a member appoints a proxy and that member attends the Annual General Meeting in person, the proxy appointment will automatically be terminated. 9. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, the proxy will vote or abstain from voting at his or her discretion. e proxy will vote (or abstain from voting) as he or she thinks ﬁt in relation to any other matter which is put before the Annual General Meeting. 115 PI001772-0623 Get in touch We’re here to help INVESTORS We recommend you speak to a ﬁnancial adviser in the ﬁrst instance, as we cannot offer investment or tax advice. If you have any other questions please contact us on 020 7408 4100 or email us at [email protected] ADVISERS Our expert national Business Development Team are here to help, and would be happy to discuss any of our offers in more detail with you either by phone or by visiting your ofﬁces. Please contact us on 020 7408 4070 or email us at [email protected] For further information, please visit www.pumainvestments.co.uk Cassini House 57 St James’s Street London SW1A 1LD Puma Investments is a trading name of Puma Investment Management Limited which is authorised and regulated by the Financial Conduct Authority. FCA Number 590919. Registered ofﬁce address: Cassini House, 57 St James’s Street, London, SW1A 1LD. Registered as private limited company in England and Wales No. 08210180.

AI Terminal

5003_10-k_2023-06-15_85582e64-b7a1-4a50-bba8-986c652b475f.xhtml

More from PUMA VCT 13 PLC

Talk to a Data Expert