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CROWN PLACE VCT PLC

Annual Report Oct 13, 2025

4776_10-k_2025-10-13_6c488df5-a753-4d00-98a3-eabfd29a0492.pdf

Annual Report

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Albion Crown VCT PLC

Annual Report and Financial Statements for the year ended 30 June 2025

Albion Crown VCT PLC

Annual Report and Financial Statements for the year ended 30 June 2025

COMPANY INFORMATION

Company name Country of incorporation Legal form
Albion Crown VCT PLC
(the "Company")
United Kingdom Public Limited Company
Directors Company number Auditor
R Glover (Chairman)
(appointed 19 December 2024)
A Berresford
(appointed 19 December 2024)
P Garside
I Spence
R Wilson
(appointed 19 December 2024)
03495287 Johnston Carmichael LLP
7-11 Melville Street
Edinburgh, EH3 7PE
Manager, company secretary,
AIFM and registered office
Registrar Corporate broker
Albion Capital Group LLP
1 Benjamin Street
London, EC1M 5QL
Computershare Investor Services
PLC
The Pavilions
Bridgwater Road
Bristol, BS99 6ZZ
Panmure Liberum Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London, EC2Y 9LY
Taxation adviser Legal adviser Depositary
Philip Hare & Associates LLP
Bridge House
181 Queen Victoria Street
London, EC4V 4EG
Howard Kennedy LLP
No. 1 London Bridge
London, SE1 9BG
Ocorian Depositary (UK) Limited
Level 5, 20 Fenchurch Street
London, EC3M 3BY

The Company is a member of The Association of Investment Companies (www.theaic.co.uk).

Shareholder information Financial adviser information
For help relating to dividend payments, shareholdings
and share certificates please contact Computershare
Investor Services PLC:
For enquiries relating to the performance of the
Company, and information for financial advisers,
please contact the Business Development team at
Tel: 0370 873 5857 (UK National Rate call, lines are
open 8.30am – 5.30pm; Mon – Fri, calls are recorded)
Albion Capital Group LLP:
Email: [email protected]
Website: www.investorcentre.co.uk
Shareholders can access holdings and valuation
information regarding their shareholding with
Computershare by registering on Computershare's
website.
Tel: 020 7601 1850 (lines are open 9.00am – 5.30pm;
Mon – Fri; calls are recorded)
Website: www.albion.capital
Shareholders can also contact the Chairman directly
on: [email protected]

Please note that these contacts are unable to provide financial or taxation advice.

Contents

Strategic

Investment objective and policy 7
Financial calendar 7
Financial summary 8
Chairman's Statement 10
Strategic Report 15
Portfolio of investments 31
Portfolio companies 38

Governance

The Board of Directors 44
The Manager 46
Environmental, Social and Governance ("ESG") report 49
Directors' report 53
Statement of Directors' responsibilities 61
Statement of corporate governance 62
Directors' remuneration report 71
Independent auditor's report 75

Company information and Financials

Income statement 83
Balance sheet 85
Statement of changes in equity 88
Statement of cash flows 91
Notes to the Financial Statements 94
Glossary of terms 111
Notice of annual general meeting 113

Strategic

INVESTMENT OBJECTIVE AND POLICY

The Company's investment objective is to provide investors with a regular and predictable source of dividend income, combined with the prospect of long term capital growth, through a balanced portfolio of predominantly unquoted growth and technology businesses in a qualifying Venture Capital Trust ("VCT").

Investment policy

The Company invests in a broad portfolio of smaller, unquoted growth businesses across a variety of sectors including higher risk technology companies. Investments take the form of equity or a mixture of equity and loans.

Whilst allocation of funds is determined by the investment opportunities which are available, efforts are made to ensure that the portfolio is diversified both in terms of sector and stage of maturity of investee businesses. Funds held pending investment or for liquidity purposes will be held principally as cash on deposit.

The Company shall be able to (i) continue to hold VCT assets that were previously acquired in accordance with the Company's investment policy that applied at the time of investment and (ii) acquire such VCT assets through a merger with another VCT where such assets were previously acquired by that target VCT (in accordance with its investment policy that applied at the time of investment).

Risk diversification and maximum exposures

Risk is spread by investing in a number of different businesses within Venture Capital Trust qualifying industry sectors using a mixture of securities, as permitted. The maximum amount which the Company will invest in a single portfolio company is 15% of the Company's assets at cost thus ensuring a spread of investment risk. The value of an individual investment may increase over time as a result of trading progress and it is possible that it may grow in value to a point where it represents a significantly higher proportion of total assets prior to a realisation opportunity being available.

Borrowing powers

The Company's maximum exposure in relation to gearing is restricted to the amount of its adjusted share capital and reserves. The Directors do not have any intention of utilising long-term gearing.

Changes to the Investment Policy

The Company will not make a material change to its published investment policy without obtaining the prior approval of its shareholders.

FINANCIAL CALENDAR

7 November 2025 Record date for first dividend
Noon on 27 November 2025 Annual General Meeting
5 December 2025 Payment date for first dividend
March 2026 Announcement of Half-yearly results for the six months ending 31 December 2025

FINANCIAL SUMMARY

Ordinary shares

Decrease in total shareholder value (pence per Ordinary share) for the year ended 30 June 2025† (2024: increase of 0.68p)††

Ordinary shareholder loss for the year ended 30 June 2025 (2024: gain of 2.05%)††

Tax-free dividends per Ordinary share paid in the year ended 30 June 2025 (2024: 1.61p)

Net asset value per Ordinary share on 30 June 2025 (2024: 32.20p)

(0.28)p (0.87)% 1.59p 30.33p 101.71p

Total shareholder value per Ordinary share from launch to 30 June 2025† (2024: 101.99p)††

C shares *

Decrease in total shareholder value (pence per C share) for the period ended 30 June 2025† ††

C shareholder loss for the period ended 30 June 2025††

Tax-free dividends per C share paid in the period ended 30 June 2025

Net asset value per C share on 30 June 2025

(0.67)p (1.60)% 1.08p 40.09p 236.74p

Total shareholder value per C share from launch (of AAVC) to 30 June 2025† ††

Total shareholder return relative to FTSE All-Share Index total return (in all cases with dividends reinvested)

Methodology: The total Ordinary and C shareholder return, including original amount invested (rebased to 100) from 1 July 2015, assuming that dividends were re-invested at net asset value of the Company at the time that the shares were quoted ex-dividend. Transaction costs are not taken into account.

  • † Total shareholder value per Ordinary and C share at 30 June 2025 is calculated using net asset value per Ordinary and C shares at 30 June 2025 plus dividends paid per Ordinary since launch to 30 June 2025, and dividends paid per C share since the merger with Albion Venture Capital Trust PLC on 19 December 2024 to 30 June 2025 in addition to dividends paid to the historic Albion Venture Capital Trust PLC ordinary shares since inception.
  • †† These are considered Alternative Performance Measures, see notes 2 and 3 on pages 18 to 20 of the Strategic report for further explanation.
  • * The C shares period is from the date of merger on 19 December 2024 to 30 June 2025. Historic returns before the merger date are based on the returns of Albion Venture Capital Trust PLC. Further details can be found in the Chairman's Statement on page 12.

Albion Crown VCT PLC - Performance Data

The diagrams above show the one year, three year, five year and ten year return to Ordinary and C share* shareholders. These returns/(losses) comprise dividends paid and the change in net asset value over the relevant periods. The methodology is defined in the Glossary of terms on pages 111 and 112.

Movements in net asset value

Ordinary shares C shares
30 June 2025
(pence per share)
30 June 2024
(pence per share)
Opening net asset value 32.20 33.13 41.84
Capital (loss)/return (0.39) 0.48 (0.92)
Revenue return 0.07 0.27 0.24
Total (loss)/return (0.32) 0.75 (0.68)
Dividends paid (1.59) (1.61) (1.08)
Impact from share capital movements 0.04 (0.07) 0.01
Closing net asset value 30.33 32.20 40.09

Total shareholder value per share

Ordinary shares C shares*
(pence per share) (pence per share)
Net asset value as at 30 June 2025 30.33 40.09
Total dividends paid since launch to 30 June 2025 71.38 196.65
Total shareholder value per share to 30 June 2025 101.71 236.74

* The C shares total dividends paid includes dividends paid to the historic Albion Venture Capital Trust PLC ordinary shares since inception that merged into the new class of C shares in Albion Crown VCT PLC on 19 December 2024.

In addition to the dividends noted above, the Board has declared a first dividend for the year ending 30 June 2026 of 0.76 pence per Ordinary share and 1.00 pence per C share to be paid on 5 December 2025 to shareholders on the register on 7 November 2025.

Further information relating to the Company can be found at www.albion.capital/vct-funds/CRWN.

* The diagram above showing the one year, three year, five year and ten year return to C shareholders includes the historic performance of the Albion Venture Capital Trust PLC ordinary shares that merged into the new class of C shares in Albion Crown VCT PLC on 19 December 2024.

CHAIRMAN'S STATEMENT

Richard Glover

I am pleased to present my first Chairman's statement of Albion Crown VCT PLC (the "Company") following the successful merger with Albion Venture Capital Trust PLC ("AAVC") in December 2024, where AAVC shareholders were issued new Ordinary C Shares ("C shares") in the Company. The Merger delivers cost savings to shareholders and where shareholders also hold other Albion VCTs, a simplified fee structure and reduced administration through holding investments in fewer VCTs. The C shares will convert into Ordinary shares around November 2026 as detailed later in this report.

Over the past year, the Company's portfolio has faced ongoing economic headwinds marked by elevated geopolitical uncertainty, persistent inflationary pressures, and higher interest rates. These volatile conditions have caused valuations of quoted technology companies to fluctuate sharply, reflecting the broader market's challenging environment. Certain companies in the Company's portfolio have been particularly affected by higher taxation in the UK. As a result, the Company returned a loss in total shareholder value of 0.28 pence per Ordinary share for the year ended 30 June 2025, and a loss in total shareholder value of 0.67 per C share for the period from the merger with AAVC on 19 December 2024 to 30 June 2025.

The results and valuation movements in this report for the Ordinary shares relate to the year from 1 July 2024 to 30 June 2025. The results and valuations movements for the C shares relate to the period from merger on 19 December 2024 to 30 June 2025.

Ordinary shares – Results and Portfolio review

The Ordinary share portfolio delivered a loss in total shareholder value of 0.28 pence per Ordinary share in the year, representing a loss of 0.9% on opening net asset value. The Board acknowledges that this loss is disappointing although, in a period defined by persistent geopolitical tensions and wider instability, the portfolio's outlook remains strong, particularly as several portfolio companies have continued to perform well in the year, with a number of meaningful uplifts resulting from growth rounds.

In line with the dividend policy targeting payment of around 5.0% of NAV per annum, the Company paid dividends of 1.59 pence per Ordinary share during the year to 30 June 2025, which equates to 4.9% of the opening NAV (30 June 2024: 1.61 pence per Ordinary share). The Board is pleased to declare a first dividend for the year ending 30 June 2026 of 0.76 pence per

Ordinary share, representing 2.5% of the prevailing Ordinary share portfolio NAV, to be paid on 5 December 2025 to Ordinary shareholders on the register on 7 November 2025.

There was a total net gain on investments for the year ended 30 June 2025 of £0.5 million (30 June 2024: £2.8 million) in the Ordinary share portfolio. There have been a number of significant valuation uplifts in the year, including Oviva (£2.0 million), Gravitee TopCo (T/A Gravitee.io) (£1.6 million), Convertr Media (£1.5 million) and Quantexa (£1.2 million), all of which have been led by strong trading performance and sustained revenue growth. These gains have been partially offset by some write downs in the portfolio, given the current difficult trading environment, including Radnor House School (TopCo) which decreased by £1.2 million, Proveca by £1.2 million and NuvoAir Holdings by £1.1 million.

Quantexa, the largest investment within the Ordinary share portfolio, is valued at £20.9 million and accounts for 17.8% of the Ordinary share NAV.

In the year, the Company realised disposal proceeds of £4.2 million (2024: £2.8 million). This includes proceeds from the sale of Egress Software Technologies (£2.4 million), which completed at the start of the year in July 2024, as well as proceeds from the more recent sale of Locum's Nest (£0.8 million) in May 2025 to Aya Healthcare at a return of 1.7x cost.

During the year the Ordinary share portfolio deployed a total of £9.5 million of cash into new and existing investments (2024: £9.5 million). Of this, £4.0 million was invested into 12 new portfolio companies which are all expected to require further investment as they prove themselves and grow, with the five largest new investments being:

A further £5.5 million was invested into 18 existing portfolio companies, the largest being: £1.1 million into Gravitee TopCo (T/A Gravitee.io); £0.8 million into TransFICC and £0.6 million into Treefera.

A full list of the Company's investments and realisations, including their movements in value for the year, can be found in the Ordinary share Portfolio of investments section on pages 31 to 34.

C shares – Results and Portfolio review

As noted in the introduction above and the Half-yearly Financial Report (unaudited) for the six months to 31 December 2024, the Company completed the merger with AAVC in the period which created a new C share class. The C share class will convert into Ordinary shares on a relative Net Asset Value basis as at 30 June 2026, which is expected to complete in November 2026. This is to allow the C share class portfolio to have a more similar maturity profile to the Ordinary share class portfolio when the two share classes merge.

In the period from the merger date on 19 December 2024 to 30 June 2025, the C share portfolio delivered a total loss of 0.67 pence per C share, representing a 1.6% decrease on the NAV on merger. Amid ongoing geopolitical and economic instability and higher UK taxation, the C share portfolio has seen mixed performance, with some companies achieving uplifts through growth rounds and others finding the current environment more challenging.

The net asset value as at 30 June 2025 was 40.09 pence per C share (19 December 2024: 41.84 pence per C share), following the dividend paid on 30 April 2025 of 1.08 pence per C share. The Board is pleased

Chairman's statement

to declare a first dividend for the year ending 30 June 2026 of 1.00 pence per C share, representing 2.5% of the prevailing C share NAV, to be paid on 5 December 2025 to C shareholders on the register on 7 November 2025.

In the period from merger to 30 June 2025, the C share portfolio had a total net loss on investments of £0.7 million. There were some valuation uplifts in the period, including a significant £2.0 million increase to Gravitee TopCo (T/A Gravitee.io), as well as Elliptic Enterprises (£0.9 million), TransFICC (£0.7 million) and Treefera (£0.4 million), all following periods of strong growth and all backed by externally led funding rounds which both share classes participated in. These have been offset by decreases in the valuations of NuvoAir Holdings (£1.1 million decrease) which has seen slower growth than anticipated, Kew Green VCT (Stansted) (£1.0 million decrease) which has seen higher employers' national insurance and business rates and Radnor House School (TopCo) (£0.7 million decrease) which must now charge VAT on its fees.

Gravitee, the largest investment within the C share portfolio, is valued at £5.8 million and accounts for 11.0% of the C share NAV.

During the period from 19 December 2024 to 30 June 2025, the C share portfolio invested a total of £1.4 million into 4 new and 12 existing portfolio companies. The largest new investment was in Ionate (£0.2 million), which is described in the Ordinary share new investment section above.

As detailed in the Half-yearly Financial Report (unaudited) for the six months to 31 December 2024, the Board agreed with the Manager that the Company will focus on supporting existing portfolio companies, and to ensure the C share class has sufficient cash resources to make follow on investments, pay dividends and undertake share buybacks. Therefore, it decided not to make further new investments until such a time as the cash resources allowed it and this remains the case.

A full list of the Company's investments and realisations, including their movements in value for the period, can be found in the C share Portfolio of investments section on pages 35 to 37.

Merger with Albion Venture Capital Trust PLC

The merger of the Company with AAVC was detailed in the 12 November 2024 Circular. It was approved by shareholders on 11 December 2024 and completed on 19 December 2024. I am delighted to welcome all the AAVC shareholders as new C share shareholders of this Company. The assets and liabilities of AAVC were transferred to the Company in consideration for C shares being issued to AAVC shareholders. One new ordinary C share was issued for each AAVC share. New share certificates were issued to the AAVC shareholders on AAVC entering voluntary solvent liquidation following shareholder approval at the AAVC second General Meeting on 19 December 2024. The net asset value of AAVC on merger comprised of:

£'000
Fixed asset investments 47,432
Debtors 48
Cash in bank and at hand 9,174
Creditors (289)
Merger costs (234)
56,131

As detailed in the Circular, the C share class will convert into Ordinary shares on a relative Net Asset Value basis as at 30 June 2026, which is expected to complete in November 2026. This is to allow the C share class portfolio to have a more similar maturity profile to the Ordinary share class portfolio when the two share classes merge.

Board composition

I was previously the Chair of AAVC and on completion of the merger, along with Ann Berresford and Richard Wilson, was appointed and welcomed to the Board. James Agnew and Tony Ellingham stepped down as Directors of the Company on the completion of the merger. On behalf of the Board and the Manager, I would like to thank and note my appreciation to James and Tony for their invaluable contribution throughout their time as Directors.

Albion Capital, the Manager, will host a shareholder seminar this year on 18 November 2025 at No. 11 Cavendish Square, London, W1G 0AN.

Risks and uncertainties

The Company maintains a diverse portfolio of highgrowth businesses, with a primary focus on the technology and healthcare sectors. Given the nature of the smaller, unquoted companies in which it invests, performance and valuations can be inherently more volatile. To help manage this risk, the portfolio is diversified across different sectors and various stages of business maturity.

I encourage shareholders to be mindful that the Company is exposed to both volatility and portfolio concentration, and they should therefore view the performance of their investment over the longer term.

The Company faces a number of risks, including persistent inflationary pressures and higher interest rates, increased UK taxation, uncertainty around tariffs with America as well as ongoing geopolitical tensions. The Manager is continually assessing the exposure to these risks for each portfolio company and appropriate actions, where possible, are being implemented. This complex backdrop is factored into how the Company is managed, including its utilisation of cash.

A detailed analysis of the other risks and uncertainties facing the business is shown in the Strategic report on pages 25 to 29.

Share buybacks

It remains the Board's primary objective to maintain sufficient resources for investment in existing and new portfolio companies, for the continued payment of dividends to shareholders and to provide liquidity in the secondary market through share buy-backs. The Board's policy is to buy back shares in the market, subject to the overall constraint that such purchases are in the Company's interest.

It is the Board's intention for such buy-backs to be in the region of a 5% discount to NAV so far as market conditions and liquidity permit. The Board continues to review the use of buy-backs and is satisfied that it is an important means of providing market liquidity for shareholders. Details of shares bought back during the year can be found in note 16.

Albion VCTs Prospectus Top Up Offers

Your Board, in conjunction with the boards of the other VCTs managed by Albion Capital Group LLP, launched a Prospectus Top Up Offer of new Ordinary shares for subscription in the 2024/25 tax year. The Offer opened for applications on 6 January 2025 and was fully subscribed and closed to further applications on

Chairman's statement

31 March 2025. The amount raised by the Company was £30.0 million.

As announced on 22 August 2025, the Company intends to participate in the Albion VCTs Top Up Offers 2025/26. Full details of the Offers will be contained in a prospectus that is expected to be published in October 2025 and will be available on the Manager's website at www.albion.capital.

The proceeds are being used to provide support to our existing portfolio companies and to enable us to take advantage of new investment opportunities. The funds raised by the Company pursuant to the Offer will be added to the cash resources available for investment, putting the Company into a position to take advantage of new investment opportunities, whilst also continuing to support our current portfolio.

Annual General Meeting ("AGM")

The Board deliberated extensively on the format for this year's AGM, balancing value for money for shareholders, the opportunity for shareholders to speak to and ask questions of Directors in person, as well as access and availability of the meeting to all shareholders. Following these considerations it was decided that the AGM will be held virtually. As noted below in the Shareholder Seminar section, shareholders are invited to attend the in person event, which Directors attend.

The AGM will be held virtually at noon on 27 November 2025 via the Lumi platform. Information on how to participate in the live webcast can be found on the Manager's website www.albion.capital/vct-funds/ CRWN. The notice of the AGM is at the end of this document.

The Board welcomes questions from shareholders at the AGM and shareholders will be able to ask questions using the Lumi platform. Alternatively, shareholders can email their questions to [email protected]l prior to the AGM. Shareholders' views are important, and the Board encourages shareholders to vote on the resolutions. Further details on the format and business to be conducted at the AGM can be found in the Directors' report on pages 58 to 60 and in the Notice of the Meeting on pages 113 to 115.

Shareholder Seminar

Albion Capital, the Manager, will host a shareholder seminar this year on 18 November 2025 at No. 11 Cavendish Square, London, W1G 0AN. The Board considers this to be an important means of engaging with shareholders, as it provides an opportunity for shareholders to interact with the Board and the Manager; shareholders are encouraged to attend. Places are limited and to reserve a place please email [email protected] with subject heading "Shareholder Seminar" and include your full name. You will receive an email confirmation of your place, subject to availability.

Outlook and prospect

The Board acknowledges the disappointing results delivered by the Company in a year marked by continuing macroeconomic and geopolitical uncertainties, but remains encouraged by the future prospects of the portfolio. The Company's merger with Albion Venture Capital Trust PLC as a new share class (C shares – "CRWC") has increased the size of the Company with combined net assets of over £170 million at the year end and will deliver a reduction in the ongoing costs of the Company which will benefit shareholders. The portfolio remains diversified in terms of stage of maturity and target sectors, such as healthcare, software, DeepTech and FinTech, which we believe are sectors that all have long term growth characteristics and reduced exposure to short term consumer expenditure which is likely to be challenging in the short to medium term. The Board is therefore confident that the Company is well placed to provide long term value to shareholders.

Richard Glover Chairman 13 October 2025

STRATEGIC REPORT

The Company is a Venture Capital Trust and its investment objective and policy can be found on page 7.

Business model

As a Venture Capital Trust, the Company has no employees and has outsourced the management of its operations to Albion Capital Group LLP, including secretarial and administrative services. Further details of the Investment Management Agreement can be found on page 21 of this report.

Current portfolio sector allocation

The following pie charts are a useful way of showing the split of the portfolio valuation as at 30 June 2025 by sector; stage of investment measured by revenues; and size measured by number of employees. Details of the principal investments made by the Company are shown in the Portfolio of investments on pages 31 to 37.

Direction of portfolio

The current portfolio remains well-balanced both in terms of stage of investment and sectors, with FinTech accounting for 27% of the Ordinary shares portfolio and 22% of the C share portfolio, AI & Data accounting for 15% of the Ordinary shares portfolio and 25% of the C share portfolio and Healthcare accounting for 13% of the Ordinary shares portfolio and 7% of the C share portfolio. Given the focus on technology, this sector has been expanded out into the core sectors the company is invested in, including DeepTech. DeepTech companies deliver products and solutions that have a strong technical competitive advantage, often developed through world-class

research. It is the intention for this area to form a small part of the portfolio, utilising the Manager's expertise in this area, alongside the remaining technology and healthcare sectors.

The cash component at the year end sits at 28% of the Ordinary shares portfolio and 9% of the C share portfolio which the Company will use to support those portfolio companies that require it and, in the case of the Ordinary shares, to capitalise on any new investment opportunities that arise. We therefore expect that the proportion of investments in the technology and healthcare sectors will continue to increase, and that the proportion of asset-based investments will continue to decrease over the coming years.

Results and dividends

Ordinary shares C shares
£'000 £'000
Net capital loss for the year/period* ended 30 June 2025 (1,256) (1,221)
Net revenue return for the year/period* ended 30 June 2025 212 319
Total loss for the year/period* ended 30 June 2025 (1,044) (902)
Dividend of 0.81 pence per Ordinary share paid on 29 November 2024 (2,428) -
Dividend of 0.78 pence per Ordinary share and 1.08 pence per C share
paid on 30 April 2025 (3,046) (1,449)
Unclaimed dividends returned to the Company 7 5
Transferred from reserves (6,511) (2,346)
Net assets as at 30 June 2025 117,360 52,752
30.33 pence per 40.09 pence
Net asset value as at 30 June 2025 Ordinary share per C share

* The C shares period is from the date of merger on 19 December 2024 to 30 June 2025.

Ordinary shares

The Ordinary shares portfolio paid dividends of 1.59 pence per Ordinary share during the year ended 30 June 2025 (2024: 1.61 pence per Ordinary share). The Board has a variable dividend policy which targets an annual dividend yield of around 5% on the prevailing net asset value. In line with this policy, the Board has declared a first dividend for the year ending 30 June 2026, of 0.76 pence per Ordinary share to be paid on 5 December 2025 to Ordinary shareholders on the register on 7 November 2025.

As shown in the Income statement on page 84, investment income has decreased slightly to £1,381,000 (2024: £1,458,000). This change has resulted primarily from a drop in loan stock income to £532,000 (2024: £636,000).

The gain on investments for the year was £542,000 (2024: gain of £2,817,000). The key drivers of this gain are detailed in the Chairman's statement on pages 10 and 11. A full analysis of the Portfolio of investments can be seen on pages 31 to 34.

The Ordinary shares portfolio saw net inflows of £11,424,000 for the year (2024: outflow of £2,917,000), reflecting the issue of new Ordinary shares under the Top Up offer in addition to disposal proceeds and loan

stock income, offset by new investments, dividends paid, ongoing expenses and the buy-back of shares.

C shares

The C shares portfolio paid dividends of 1.08 pence per C share during the period ended 30 June 2025. As discussed above, the Board has a variable dividend policy and, in line with this policy, the Board has declared a first dividend for the year ending 30 June 2026, of 1.00 pence per C share to be paid on 5 December 2025 to C shareholders on the register on 7 November 2025.

As shown in the Income statement on page 84, investment income for the period ended 30 June 2025 was £535,000, comprising of loan stock income of £446,000, bank deposit interest of £20,000 and dividend income of £69,000.

The loss on investments for the period was £689,000. The key drivers of this loss are detailed in the Chairman's statement on pages 11 and 12. A full analysis of the Portfolio of investments can be seen on pages 35 to 37.

The C shares portfolio saw a closing cash balance of £5,052,000, reflecting the cash acquired from AAVC on merger and loan stock income, offset by new investments, dividends paid, ongoing expenses and the buy-back of shares.

Review of the business and future changes

The results for the year ended 30 June 2025 are the first statutory accounts since the merger of the Company with Albion Venture Capital Trust PLC on 19 December 2024. A review of the Company's business during the year and its future prospects is contained in the Chairman's statement on pages 10 to 14 and in this Strategic report.

From the merger with Albion Venture Capital Trust PLC, the Company acquired the net assets of that company, which were valued at £56.1 million, in return for the issue of a new class of C shares. As a result of the merger, the Board expects to make annual cost savings and reduce the ongoing charges ratio of the Company. Further details of the merger can be found in note 10.

There is a continuing focus on growing investments in the technology and healthcare sectors and, therefore, we expect the portfolio to increase its weighting in these sectors and sub-sectors.

Investment income largely comprises loan stock interest on our renewable energy investments, which the Company intends to hold for the longer term. As a result of the merger, the loan stock income is expected to increase on a combined Company basis in line with the increase in our renewable energy investments, but remain relatively flat on a pence per share basis. Dividend income is also expected to stay flat. It is expected that most of the Company's investment returns will be delivered via capital gains on the unquoted portfolio of investments.

Future prospects

The Company's financial results for the year ended 30 June 2025 demonstrate that some portfolio companies have been severely impacted by ongoing global issues, including higher levels of interest rates and persistent inflationary pressures, geopolitical factors and other economic headwinds.

The full effects of these issues will continue to be felt in years to come. Although there remains much uncertainty, the Board considers that the current portfolio has the potential to deliver long term growth, whilst maintaining a predictable stream of dividend payments to shareholders. Further details on the

Company's outlook and prospects can be found in the Chairman's statement on page 14.

Key performance indicators ("KPIs") and Alternative Performance Measures ("APMs")

The Directors believe that the following KPIs (some of which are APMs), which are typical for VCTs, used in the Board's assessment of the Company, will provide shareholders with sufficient information to assess how effectively the Company is applying its investment policy to meet its objectives. See the Glossary of terms on pages 111 and 112 for more details. The Directors are satisfied that the results shown in the following KPIs give a good indication that the Company is achieving its investment objective and policy. These are:

1. Net asset value per share (APM) and cumulative dividends

The charts on page 19 illustrate the movement in net asset value per Ordinary share plus cumulative dividends paid per Ordinary share for the period from 1 July 2015 to 30 June 2025, in addition to the movement in the net asset value per C share plus cumulative dividends paid per C share (and including dividends paid to the historic Albion Venture Capital Trust PLC ordinary shares) for the period from 1 April 2015 to 30 June 2025. Other than 2025 which includes all dividends in the 15 month period from 1 April 2024 to 30 June 2025, each other year includes dividends for the respective year ended 31 March, in line with AAVC's historic year end.

2. Shareholder value (APM) and shareholder return (APM)

Total Ordinary shareholder return for the year ended 30 June 2025 was a loss of 0.28 pence per Ordinary share (a decrease of 0.9% on the opening Ordinary shares portfolio NAV). This loss decreased total Ordinary shareholder value since inception (being the 30 June 2025 NAV plus cumulative dividends paid) to 101.71 pence per Ordinary share.

Total C shareholder return for the period from the date of merger to 30 June 2025 was a loss of 0.67 pence per C share (a decrease of 1.6% on the C share portfolio NAV on merger). This loss resulted in total C shareholder value (being the 30 June 2025 NAV plus cumulative dividends paid*) falling to 236.74 pence per C share.

* The C shares cumulative dividends paid includes dividends paid to the historic Albion Venture Capital Trust PLC ordinary shares since inception that merged into the new class of C shares in Albion Crown VCT PLC on 19 December 2024.

Net asset value per Ordinary share and cumulative dividends paid to Ordinary shareholders from 1 July 2015 to 30 June 2025

Net asset value per C share and cumulative dividends paid to C shareholders from 1 April 2015 to 30 June 2025*

* The C shares cumulative dividends paid includes dividends paid to the historic Albion Venture Capital Trust PLC ordinary shares that merged into the new class of C shares in Albion Crown VCT PLC on 19 December 2024.

Percentage movement in shareholder value in the year

2016 2017 2018 2019 2020 2021 2022 2023 2024 2025*
Ordinary shares 1.5% 14.0% 14.6% 11.3% (0.4%) 15.9% 6.1% 3.1% 2.0% (0.9%)
C shares (1.6%)

* The C shares period is from the date of merger on 19 December 2024 to 30 June 2025.

The figures in the table above show that, despite some annual volatility, the Company has delivered an average increase in Ordinary shareholder value on opening NAV of 6.7% per annum over the past ten years and 5.2% per annum over the past 5 years.

3. Dividend distributions

Dividends paid in respect of the year ended 30 June 2025 were 1.59 pence per Ordinary share (4.9% dividend yield on opening NAV) (2024: 1.61 pence per share) and 1.08 pence per C share (4.9% dividend yield annualised on opening NAV adjusted for the shorter period from the date of merger to 30 June 2025). Cumulative dividends paid were 71.38 pence per Ordinary share since inception, and 1.08 pence per C share since the merger (or 196.65 pence per C share when including the historic AAVC dividends since launch).

Dividends paid to Ordinary shareholders in the last 10 years

Dividends paid to C shareholders in the last 10 years*

* The C shares dividends paid includes dividends paid to the historic Albion Venture Capital Trust PLC ordinary shares that merged into the new class of C shares in Albion Crown VCT PLC on 19 December 2024.

4. Ongoing charges (APM)

The ongoing charges ratio for the year ended 30 June 2025 was capped at 3.00% (2024: 3.00%) with any excess over the cap being a reduction in the management fee. As reported in the prior year Annual Report and Financial Statements, the expected ongoing charges for the current year was forecast to be 2.63%. After the merger with AAVC, the Board are pleased to report that the ongoing charges ratio for the year ended 30 June 2025 was 2.46% (2024: 2.24%) for the Ordinary share portfolio and 2.47% for the C share portfolio. The calculation of the ongoing charges ratios are shown in the Glossary on page 111. It is expected that the ongoing charges ratio will decrease for the 2026 financial year to approximately 2.37%.

5. VCT compliance*

The investment policy is designed to ensure that the Company continues to qualify, and is approved, as a VCT by HMRC. In order to maintain its status under VCT legislation, a VCT must comply on a continuing basis with the provisions of Section 274 of the Income Tax Act 2007, details of which are provided in the Directors' report on pages 55 and 56. The relevant tests to measure compliance have been carried out and independently reviewed for the year ended 30 June 2025 and are also reviewed during the year by Philip Hare & Associates LLP. These reviews confirmed that the Company has complied with all tests.

Gearing

As defined by the Articles of Association, the Company's maximum exposure in relation to gearing is restricted to the amount of its adjusted share capital and reserves. The Directors do not have any intention of utilising longterm gearing and have not done so in the past.

Operational arrangements

The Company has delegated the investment management of the portfolio to the Manager, Albion Capital Group LLP, which is authorised and regulated by the Financial Conduct Authority. The Manager also provides company secretarial and other accounting and administrative support to the Company.

Investment Management agreement

Under the Management agreement, the Manager provides investment management, secretarial

and administrative services to the Company. The Management agreement can be terminated by either party on 12 months' notice and is subject to earlier termination in the event of certain breaches or on the insolvency of either party. The Manager is paid an annual management fee equal to 2.0% of the net asset value of the Company and a separate annual administration fee of 0.2% of the net assets of the Company, subject to a maximum of £200,000 per annum and a minimum of £50,000 per annum, with Board review at least every three years to consider inflation. Both the Management fee and Administration fee are payable quarterly in arrears. The total annual running costs of the Company, including management fees payable to Albion Capital Group LLP, Directors' fees, professional fees and the costs incurred by the Company in the ordinary course of business (but excluding any exceptional items and performance fees payable to Albion Capital Group LLP) are capped at an amount equal to 3.00% of the Company's net assets, with any excess being met by Albion Capital Group LLP by way of a reduction in management fees.

In some instances, the Manager is entitled to an arrangement fee, payable by a portfolio company in which the Company invests, in the region of 2.0% of the investment made, and also monitoring fees where the Manager has a representative on the portfolio company's board; these fees are payable by the portfolio company. Further details of the Manager's fee can be found in note 5 to the financial statements.

Management performance incentive

Following shareholder approval, a revised performance incentive arrangement was implemented on 19 December 2024. Under the performance incentive arrangement, the Manager receives an incentive fee calculated annually on a five-year average rolling basis, equal to 15% of the performance over a 5% hurdle (applied to the opening net asset value each year in line with the current dividend target). This fee only becomes payable when average returns on the Ordinary shares are in excess of 5% per annum over a five-year period. There is no performance incentive fee arrangement on the C shares. The first payment of an Ordinary share performance fee, if earned, will be in 2027 based on the audited results of the five years ended 30 June 2027. Therefore, there is no fee payable based on the audited results for the five year period ended 30 June 2025.

Strategic report

There is currently no provision based on assumed returns in the forecast period to 30 June 2029.

Investment and co-investment

The Company co-invests with other Venture Capital Trusts and funds managed by the Manager. Allocation of investments among the Venture Capital Trusts is on the basis of an allocation agreement which is based, inter alia, on the ratio of funds available for investment.

Liquidity Management

The Board examines regularly both the liquidity of the Company's shares in the secondary market, which is substantially influenced by the use of share buybacks and share issuance, and the liquidity of the Company's portfolio. The nature of investments in a venture capital portfolio is longer term and these are relatively illiquid in the short term. Consequently, the Company seeks to maintain sufficient liquidity in cash and near cash assets to cover the operating costs of the Company and to meet dividend payments and share buy-backs, as well as to have the capacity to make fresh investments when the opportunities arise. Although the Company is authorised to borrow, in practice it does not borrow and the Board has no intention that the Company should borrow given the nature of the Company's investments. Management of liquidity is one of the key operational areas that the Board discusses regularly with the Manager.

Evaluation of the Manager

The Board has evaluated the performance of the Manager based on:

  • the returns generated by the Company;
  • the continuing achievement of the HMRC tests for VCT status;
  • the long term prospects of the current portfolio of investments;
  • the management of liquidity, including use of buy-backs and participation in fundraising; and
  • benchmarking the performance of the Manager to other VCT managers, and the other VCTs managed by Albion Capital Group LLP.

The Board believes that it is in the interests of shareholders as a whole and of the Company to continue the appointment of the Manager for the forthcoming year.

Alternative Investment Fund Managers Directive ("AIFMD")

The Board appointed the Manager as the Company's AIFM in 2014 as required by the AIFMD. The Manager is a full-scope Alternative Investment Fund Manager under the AIFMD. Ocorian Depositary (UK) Limited is the appointed Depositary and oversees the custody and cash arrangements and provides other AIFMD duties with respect to the Company.

Consumer duty

The FCA's Consumer Duty came into effect from 31 July 2023. These rules set a higher standard of consumer protection in financial services. The Manager as AIFM is within scope of the FCA's Consumer Duty, but the Company itself is not. The Manager is, for the purposes of Consumer Duty, a "manufacturer" of the Company's shares as it is a firm that has some influence over design and distribution of the Company's share product. The Manager's latest assessment of value for the Company's shares was completed in November 2024. The value assessment concluded that the Company provides fair value for shareholders. Where the Manager's product review concludes that changes may help deliver better outcomes for consumers, it will recommend these changes to the Board.

Companies Act 2006 Section 172 Reporting

Under Section 172 of the Companies Act 2006 (the "Act"), the Board has a duty to promote the success of the Company for the benefit of its members as a whole in both the long and short term, having regard to the interests of other stakeholders in the Company, such as suppliers, and to do so with an understanding of the impact on the community and environment and with high standards of business conduct, which includes acting fairly between members of the Company.

The Board is very conscious of these wider responsibilities in the way it promotes the Company's culture and ensures, as part of its regular oversight, that the integrity of the Company's affairs is foremost in the way the activities are managed and promoted. This includes regular engagement with the wider stakeholders of the Company and being alert to issues that might damage the Company's standing in the way that it operates. The Board works very closely with the Manager in reviewing how stakeholder issues are handled, ensuring good governance and responsibility in managing the Company's affairs, as well as visibility and openness in how the affairs are conducted.

The Company is an externally managed investment company with no employees, and as such has nothing to report in relation to employee engagement but does pay close attention to how the Board operates as a

cohesive and competent unit. The Company also has no customers in the traditional sense and, therefore, there is also nothing to report in relation to relationships with customers.

The table below sets out the key stakeholders, details how the Board has engaged with these key stakeholders, and the effect of these considerations on the Company's decisions and strategies during the year.

Engagement with Stakeholder Decision outcomes based on engagement

Shareholders

The key methods of engaging with shareholders are as follows:

  • Annual General Meeting ("AGM").
  • General Meetings ("GM").
  • Annual Shareholder Seminar in person.
  • Annual report and Financial Statements, Half-yearly financial report, and interim management statements.
  • Circular relating to the merger with Albion Venture Capital Trust PLC ("AAVC").
  • RNS announcements in accordance with the UK Listing Rules and Disclosure Guidance and Transparency Rules ("DTRs") covering such things as the publication of a Prospectus.
  • Albion Capital website and social media pages.
  • Albion news quarterly updates.

  • Shareholders' views are important, and the Board encourages shareholders to exercise their right to vote on the resolutions at the AGM. The Company's AGM is typically used as an opportunity to communicate with investors, including through a presentation made by the Manager. The Company uses the Lumi platform to hold its AGM virtually which enables engagement with a wider audience of shareholders from across the country rather than just those able to attend a Central London location, and gives shareholders the opportunity to ask questions and vote during the virtual AGM. The virtual medium helps facilitate greater shareholder participation, particularly for those shareholders who would be unable to attend an AGM in person. It also enables the Company to provide a recording of the event for shareholders to watch on demand.

  • During the year, shareholders voted overwhelmingly in favour of the merger of the Company with AAVC as a new share class (C shares). This was approved independently by shareholders of both companies at the GM's on 11 December 2024 and the voluntary solvent liquidation of AAVC was approved by its shareholders at AAVC's second GM on 19 December 2024. The merger should achieve, amongst other things, significant cost savings, administration efficiency and simplicity for shareholders.
  • Shareholders are also encouraged to attend the in-person annual Shareholder Seminar. The 2024 event took place on 20 November 2024. The seminar included Treefera and TransFICC sharing insights into their businesses and a Q&A session with Albion Capital executives on some of the key factors affecting the investment outlook, as well as a review of the past year and the plans for the year ahead. Representatives of the Board attend the seminar. The Board considers this an important engagement hosted by the Manager and invites shareholders to attend this year's event scheduled for 18 November 2025 at No.11 Cavendish Square, London. Further information can be found in the Chairman's statement.
  • The Board recognises the importance to shareholders of maintaining a share buy-back policy, in order to provide market liquidity, and considered this when establishing the current policy. The Board closely monitors the discount to the net asset value to ensure this is in the region of 5%.
  • The Board seeks to create value for shareholders by generating strong and sustainable returns to provide shareholders with regular dividends and the prospect of capital growth. The Board takes this into consideration when making the decision to pay dividends to shareholders. The variable dividend policy has resulted in a dividend yield of 4.9% on opening net asset value for the Ordinary share portfolio, and 4.9% annualised on the net asset value on merger for the C share portfolio.

Engagement with Stakeholder Decision outcomes based on engagement

Shareholders (continued)

  • During the year, the Board made the decision to participate in the Albion VCTs Prospectus Top Up Offers, following the merger with AAVC, to raise funds for deployment into new and existing portfolio companies. The Prospectus was published on 12 November 2024 and the Offer launched to applications on 6 January 2025. The Offer was fully subscribed and closed to further applications on 31 March 2025. The amount raised by the Company was £30.0 million.
  • The Board carefully considered whether further funds were required, whether the VCT tests would continue to be met, and whether it would be in the interest of shareholders, before agreeing to publish the Prospectus. On allotment, an issue price formula based on the prevailing net asset value is used to ensure there was no dilution to existing shareholders.
  • The Company announced on 22 August 2025 that it intends to participate in the Albion VCTs Top Up Offers 2025/26.
  • Cash management and liquidity of the Company are key quarterly discussions amongst the Board, with focus on deployment of cash for future investments, dividends and share buy-backs and the prospect of future realisations in the portfolio.
  • Shareholders can contact the Chairman using the email [email protected].

Manager

The performance of Albion Capital Group LLP is essential to the long-term success of the Company, including achieving the investment policy and generating returns to shareholders, as well as the impact the Company has on Environmental, Social and Governance ("ESG") concerns.

  • The Manager meets with the Board at least quarterly to discuss the performance of the Company, and is in regular contact in between these meetings, e.g. to share investment papers for new and follow on investments. All strategic decisions are discussed in detail and minuted, with an open dialogue between the Board and the Manager.
  • The performance of the Manager in managing the portfolio and in providing secretarial and administrative services is reviewed each year, which includes reviewing comparator engagement terms and portfolio performance. Further details on the evaluation of the Manager, and the decision to continue the appointment of the Manager for the forthcoming year, can be found in this report.
  • There is no performance incentive fee payable based on the audited 30 June 2025 accounts. There is no provision based on assumed returns in the forecast period to 30 June 2029.
  • Details of the Manager's responsibilities can be found in the Statement of corporate governance on pages 62 to 64.
  • The Manager keeps the Board appraised of ESG issues in both the portfolio and in how Company affairs are conducted as part of regular Board oversight. Further details of this are set out in the ESG report.

Suppliers

The key suppliers (other than the Manager) are:

  • Auditor;
  • Corporate broker;
  • Depositary;
  • Legal adviser;
  • Registrar; and
  • VCT taxation adviser.

  • The Manager, on behalf of the Company, is in regular contact with key suppliers. The contractual arrangements with and the performance of all the principal suppliers to the Company are reviewed regularly and formally once a year.

  • The Board are satisfied with the performance of the key suppliers.

Engagement with Stakeholder Decision outcomes based on engagement

Portfolio companies

The portfolio companies are considered key stakeholders, not least because they are principal drivers of value for the Company. Also, as discussed in the ESG report on pages 49 to 52, the portfolio companies' impact on their stakeholders is also important to the Company.

  • The Board aims to have a diversified portfolio in terms of sector and stage of investment. Further details of this can be found in the pie charts on pages 15 and 16.
  • In most cases, an Albion Capital executive has either a place on the board of a portfolio company or is an observer, in order to help with both business operation decisions, as well as good ESG practices.
  • The Manager provides access to deep expertise on growth strategy alignment, leadership team hiring, organisational scaling and founder leader development.
  • The Manager facilitates good dialogue with portfolio companies and often organises events in order to help portfolio companies benefit from the Albion Capital network.

Community and environment

The Company, with no employees, has no effect itself on the community and environment. However, as discussed above, the portfolio companies' ESG impact is extremely important to the Board.

The Board receives reports on ESG factors within its portfolio from the Manager as it is a signatory of the United Nations Principles for Responsible Investment ("UN PRI"). The Board has been conscious in making a commitment to invest responsibly and embed community and environmental concerns in the Company's practices. Further details of this are set out in the ESG report.

Social and community issues, employees and human rights

The Board recognises the requirement under section 414C of the Act to detail information about social and community issues, employees and human rights; including any policies it has in relation to these matters and effectiveness of these policies. As an externally managed investment company with no employees, the Company has no formal policies in these matters, however, such matters form part of its responsible investment strategy as detailed above.

Diversity

The Board understands the importance of promoting diversity of the Company's Board and seeks to create a diverse group of experienced individuals. At the year end, there were three male Directors and two female Directors on the Board. Further details on the diversity of the Board can be found on pages 56 and 57.

Further policies

The Company has adopted a number of further policies relating to:

  • Environment;
  • Global greenhouse gas emissions;

  • Anit-bribery; and

  • Anti-facilitation of tax evasion.

These are set out in the Directors' report on page 56.

Risk management

The Board carries out a regular review of the risk environment in which the Company operates, together with changes to the environment and individual risks. The Board also identifies emerging risks which might impact the Company. In the year ended 30 June 2025 the most noticeable risks have been high interest rates and the cumulative effect of high inflation over the past few years, caused in part by current geopolitical tensions, and volatility in world markets, particularly affecting growth stocks. The full impact of these risks is likely to continue to be uncertain for some time.

The Board has carried out a robust assessment of the Company's principal and emerging risks and uncertainties. It seeks to mitigate these through regular reviews of performance and monitoring progress and compliance. The Board applies the principles detailed in the Financial Reporting Council's Guidance on Risk Management, Internal Control and Related Financial and Business Reporting, in the mitigation and management of these risks. More information on specific mitigation measures for the principal risks and uncertainties are explained below:

Possible consequence Risk assessment

during the year

Risk management

Principal Risks

Investment and performance risk

The risk of investment in poor quality businesses, which could reduce the returns to shareholders and could negatively impact on the Company's current and future valuations.

By nature, smaller unquoted businesses, such as those that qualify for Venture Capital Trust purposes, are more volatile in terms of their performance and valuations, than larger, long established businesses.

No change during the year, but remains high due to the economic and geopolitical issues as referred to in the Chairman's statement.

To reduce this risk, the Board places reliance upon the skills and expertise of the Manager and its track record over many years of making successful investments in this segment of the market. The Manager operates a formal and structured investment appraisal and review process, which includes an Investment Committee, comprising investment professionals from the Manager for all investments, and at least one external investment professional for investments greater than £1 million in aggregate across all the Albion Capital managed VCTs. The Manager also invites and takes account of comments from non-executive Directors of the Company on matters discussed at the Investment Committee meetings.

The Board and Manager regularly review the deployment of investments and cash resources available to the Company in assessing liquidity required for servicing the Company's buy-backs, dividend payments and operational expenses. The decision to issue a Prospectus for the 2024/25 Top Up Offers, and the intention to issue a Prospectus for the 2025/26 Top Up Offers, were due to careful analysis of these factors as well as ensuring an appropriate pipeline of investment opportunities, both in terms of price and quality.

The Board and the Manager review the diversification of the Company's portfolio on a quarterly basis. When new investments are made, the Manager considers the impact that they will have on the diversification of the portfolio, to ensure that concentration risk is considered, and to ensure that investment risk is spread in accordance with the Company's investment policy.

Investments are actively and regularly monitored by the Manager, including the level of diversification in the portfolio, and the Board receives detailed reports on each investment as part of the Manager's report at quarterly board meetings.

Valuation risk

The Company's investment valuation methodology is reliant on the accuracy and completeness of information that is issued by portfolio companies. In particular, the Directors may not be aware of, or take into account, certain events or circumstances which occur after the information issued by such companies is reported. External market conditions, including changes in benchmarks, transaction prices and comparable multiples can also impact the valuations.

No change in the year.

The unquoted investments held by the Company are designated at fair value through profit or loss and valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines updated in 2022. These guidelines set out recommendations, intended to represent current best practice on the valuation of venture capital investments. The valuation takes into account all known or knowable material facts at the date of valuation.

Possible consequence Risk assessment

during the year

Risk management

Regulatory and compliance risk

The Company is listed on The London Stock Exchange and is required to comply with the rules of the Financial Conduct Authority, as well as with the Companies Act, Accounting Standards and other legislation. Failure to comply with these regulations could result in a delisting of the Company's shares, or other penalties under the Companies Act or from financial reporting oversight bodies.

No change in the year.

As a Venture Capital Trust whose shares are traded on the London Stock Exchange, the Company is impacted by actual and prospective changes to legislation and HMRC guidance governing VCTs.

The Manager is actively involved with key industry bodies who meet periodically with HMRC and relevant government representatives to ensure that they have a good understanding of relevant sector developments. The Board and the Manager also receive regular updates on new regulation from the Company's auditor, legal advisers and other professional bodies.

The Manager's services include ensuring that the Company complies with the relevant rules. The Manager is regulated by the Financial Conduct Authority and has a dedicated compliance function to ensure it complies with rules applicable to its regulated fund management services. Any issues arising from compliance or regulation are reported to the Manager's Executive Committee and, where they relate to the Company, are reported to the Board in quarterly Board meetings.

The Board reviewed the regulatory Healthcheck report prepared by Bovill Newgate, to confirm adequate policies, procedures and compliance training are in place to comply with the FCA rules for an investment management firm and full scope AIFM.

VCT approval risk

The Company must comply with section 274 of the Income Tax Act 2007 which enables its investors to take advantage of tax relief on their investment and on future returns. Breach of any of the rules enabling the Company to hold VCT status could result in the loss of that status.

No change in the year.

The Board has appointed the Manager, which has a team with significant experience in Venture Capital Trust management, used to operating within the requirements of the Venture Capital Trust legislation. In addition, to provide further formal reassurance, the Board has appointed Philip Hare & Associates LLP as its taxation adviser, who report quarterly to the Board to independently confirm compliance with the Venture Capital Trust legislation, to highlight areas of risk and to inform on changes in legislation. Each investment in a new portfolio company is also pre-cleared with our professional advisers or H.M. Revenue & Customs. The Company monitors closely the extent of qualifying holdings and addresses this as required.

The Government has extended the VCT sunset clause to 2035. This will help enable the Company to continue supporting its portfolio of high growth companies.

Operational and internal control risk

The Company relies on a number of third parties, in particular the Manager, for the provision of investment management and administrative functions. Failures in key systems and controls within the Manager's business could put assets of the Company at risk or result in reduced or inaccurate information being passed to the Board or to shareholders.

No change in the year.

The Company and its operations are subject to a series of rigorous internal controls and review procedures exercised throughout the year. The Board receives reports from the Manager on its internal controls and risk management.

The Board has reviewed the report prepared by Lavery Consulting in relation to the Company Secretarial health check undertaken during the year.

Ocorian Depositary (UK) Limited is the Company's Depositary, appointed to oversee the custody and cash arrangements and provide other AIFMD duties. The Board reviews the quarterly reports prepared by Ocorian Depositary (UK) Limited to ensure that the Manager is adhering to its policies and procedures as required by the AIFMD.

In addition, the Board annually reviews the performance of its key service providers, particularly the Manager, to ensure they continue to have the necessary expertise and resources to deliver the Company's investment objective and policy. The Manager and other service providers have also demonstrated to the Board that there is no undue reliance placed upon any one individual.

Possible consequence Risk assessment

during the year

Risk management

Cyber and data security risk

Failures in IT systems and controls within the Manager's business could place assets of the Company at risk, result in loss of sensitive data (including shareholder data), or loss of access to systems resulting in a lack of timely communication to the market.

No change in the year.

The Manager has a dedicated in-house IT support function to assist in the management of the IT infrastructure and improve the IT control environment.

The Company and its operations are subject to a series of rigorous internal controls and review procedures exercised throughout the year. The Board receives reports from the Manager on its internal controls and risk management, including on matters relating to cyber security.

The Manager also has a formal risk committee in place which meets every six months, with cyber risk being discussed at its board meetings. The 2023 internal audit of the Manager focused specifically on IT systems.

The Manager carries out a review of key suppliers annually. This includes a review of the supplier's IT controls, cyber security systems, and requires them to report breaches (if any). Following the review, the Manger will decide whether it is appropriate to continue using each supplier and a full report is provided to the Board.

Economic, political and social risk

Changes in economic conditions, including; high interest rates, rates of inflation, taxation, tariffs, industry conditions, competition, political and diplomatic events, and other factors could substantially and adversely affect the Company's prospects in a number of ways. This also includes risks of social upheaval, including from infection and population redistribution, as well as economic risk challenges as a result of healthcare pandemics/infection.

Has increased during the year due to the economic and geopolitical issues as referred to in the Chairman's statement.

The Company invests in a diversified portfolio of companies across a number of industry sectors and in addition often invests in a mixture of instruments in portfolio companies and has a policy of minimising any external bank borrowings within portfolio companies.

At any given time, the Company has sufficient cash resources to meet its operating requirements, including share buy-backs and follow-on investments.

In common with most commercial operations, exogenous risks over which the Company has no control are always a risk and the Company does what it can to address these risks where possible, not least as the nature of the investments the Company makes are long term.

The Board and Manager continuously assess the resilience of the portfolio, the Company and its operations and the robustness of the Company's external agents, as well as considering longer term impacts on how the Company might be positioned in how it invests and operates. Ensuring liquidity in the portfolio to cope with exigent and unexpected pressures on the finances of the portfolio and the Company is an important part of the risk mitigation in uncertain times. The portfolio is diversified, and exposure is relatively small to some of the most at-risk sectors that include leisure, hospitality, retail and travel.

Liquidity risk

The Company may not have sufficient cash available to meet its financial obligations. The Company's portfolio is primarily in smaller unquoted companies, which are inherently illiquid as there is no readily available market, and thus it may be difficult to realise their fair value at short notice.

Increased in the year for the C shares.

To reduce this risk, the Board reviews the Company's three year cash flow forecasts on a quarterly basis. These include potential investment realisations (which are closely monitored by the Manager), Top Up Offers, dividend payments and operational expenditure. This aims to ensure that there are sufficient cash resources available for the Company's liabilities as they fall due.

As noted in the Chairman's statement, to ensure the C share class has sufficient cash resources to make follow on investments, pay dividends and share undertake buybacks, the Board agreed with the Manager that the C share class will not make further new investments until such a time as the cash resources allowed it.

Possible consequence Risk assessment
during the year
Risk management
Emerging Risks
Environmental, social and governance ("ESG") risk
An insufficient ESG policy could
lead to an increased negative
impact on the environment,
including the Company's carbon
footprint. Non-compliance
with reporting requirements
could lead to a fall in demand
from investors, reputational
damage and penalties. Climate
risks could also negatively
impact on the value of portfolio
investments.
No change in the
year.
The Manager is a signatory of the UN PRI and the Board is kept
appraised of the evolving ESG policies at quarterly Board meetings.
Full details of the specific procedures and risk mitigation can be
found in the ESG report on pages 49 to 52. These procedures ensure
that this risk continues to be mitigated where possible. Whilst
the Company itself has limited impact on climate change, due
to no employees nor greenhouse gas emissions, the Board works
closely with the Manager to ensure the Manager itself is working
towards reducing their impact on the environment, and that the
Manager takes account of ESG factors, including the impact on the
environment, when making new investment decisions. With specific
respect to the Company, a key target is to continue to increase the
use of electronic communications with shareholders.

Going concern

The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company has adequate resources to continue in operational existence for the twelve months from the date of signing of these financial statements. When making its assessment of the Company's ability to continue as a going concern, the Board has reviewed the risks to future performance as set out in the Strategic Report on pages 25 to 29, and considered the potential impacts of those risks on the Company's future ability to continue as a going concern.

The Board has carried out robust stress testing of cashflows which include: factoring in high levels of inflation when budgeting for future expenses; only including proceeds from investment disposals where there is a high probability of completion; assessing the resilience of portfolio companies given the current volatility in the global economy, including the requirement for any future financial support; and the ability to fulfil interest requirements on debt instruments.

The Company's cash resources are currently healthy, and the portfolio of investments is diverse and not reliant on any one sector. All significant cash outflows, including dividends, share buybacks and investments, are within the Company's control. Therefore, the Board expects the Company to have sufficient cash resources to withstand any reasonable stress scenario, for example if the Company was unable to raise further funds, and believes that it is appropriate to continue

to adopt the going concern basis of accounting in preparing these financial statements.

Viability statement

In accordance with the FRC UK Corporate Governance Code published in 2018 and principle 36 of the AIC Code of Corporate Governance, the Board is required to assess the prospects of the Company over a period longer than that which we have used to evaluate the Company's ability to continue as a going concern (see page 54). The Board conducted this review for a period of three years, which they consider best reflects the nature of the Company's investments, which are typically high-growth investments, held for the long term as they mature. Our review is also influenced by the nature of the tax legislation associated with a VCT status and the political landscape in which that legislation exists and evolves, as this influences the Board's strategic planning horizon. In considering the prospects of the Company, the Board has estimated timelines for finding, assessing and completing of investments; reviewed the potential impact of any new regulations; and considered the availability of cash.

As noted above, the Board has carried out a robust assessment of the principal and emerging risks facing the Company, including those that could threaten its business model, future performance, solvency or liquidity and focused on the major factors which affect the economic, regulatory and political environment. The Board also considered the procedures in place to identify emerging risks and the risk management

Strategic report

processes in place to avoid or reduce the impact of the underlying risks. The Board carefully assessed, and was satisfied with, the risk management processes in place to avoid or reduce the impact of these risks. Inflation remaining high, interest costs remaining elevated and the impact on growth stocks against a geopolitically uncertain environment remain risks that need to be considered against the practical management of the Company's net assets and its operational requirements.

The Board assessed the ability of the Company to raise finance and deploy capital, as well as the existing cash resources of the Company by looking at cashflow forecasts and the future pipeline of investments. The Board considered that the merger with Albion Venture Capital Trust PLC would bring increased longer term resilience as well as a reduction in operating costs through economies of scale. The Board has additionally considered the ability of the Company to comply with the ongoing conditions to ensure it maintains its VCT qualifying status under its current investment policy. As a result of the Board's quarterly valuation reviews, it has concluded that the portfolio is well balanced and geared towards delivering long term growth and strong returns to shareholders. In assessing the prospects of the Company, the Directors have considered the cash flow by looking at the Company's income and expenditure projections and funding pipeline over the assessment period of three years and they appear realistic. It is also satisfied that the Company can maintain its VCT qualifying status. Based on the assessment of the above considerations on the cash flow forecasts and stress scenarios, the Board has determined that the Company will be able to continue in operation, maintain compliance with the VCT rules and meet its liabilities as they fall due for the three years to 30 June 2028.

Companies Act 2006

This Strategic report of the Company for the year ended 30 June 2025 has been prepared in accordance with the requirements of section 414A of the Companies Act 2006 (the "Act"). The purpose of this report is to provide shareholders with sufficient information to enable them to assess the extent to which the Directors have performed their duty to promote the success of the Company in accordance with Section 172 of the Act.

For and on behalf of the Board

Richard Glover

Chairman 13 October 2025

PORTFOLIO OF INVESTMENTS

Ordinary shares 30 June 2025 30 June 2024
Portfolio company Activity % voting rights held by all Albion
% voting rights
managed funds
£'000
Cost
Value
£'000
£'000
Cost
Value
£'000
Change in value for
the year*
£'000
Quantexa Network analytics platform to detect
financial crime
1.4% 11.2% 1,776 20,877 1,776 19,699 1,178
Oviva A technology enabled service business in
medical nutritional therapy (MNT)
2.2% 13.7% 1,766 5,847 1,766 3,821 2,026
Gravitee Topco (T/A
Gravitee.io)
Application programming interface (API)
management platform
3.4% 21.7% 2,849 5,510 1,724 2,783 1,602
Proveca Reformulation of medicines for children 7.5% 49.9% 1,643 4,354 1,643 5,524 (1,170)
Runa Network Cloud platform and infrastructure that
enables corporates to issue digital incentives
and payouts
3.2% 17.7% 2,383 2,975 2,152 2,740 4
Convertr Media A customer acquisition platform which tracks
advertising leads all the way to sale
5.8% 36.5% 1,195 2,863 680 1,091 1,421
The Evewell Group Operator of health centres focusing on
fertility
5.1% 33.0% 1,240 2,773 1,240 2,625 148
TransFICC A provider of a connectivity solution,
connecting financial institutions with trading
venues via a single API
2.9% 15.9% 1,860 2,691 1,066 1,238 659
Radnor House School
(TopCo)
Independent school for children aged 2-18 8.7% 48.3% 1,592 2,075 1,592 3,247 (1,172)
Healios Provider of an online platform delivering
family centric psychological care primarily to
children and adolescents
5.3% 35.4% 1,915 2,066 1,915 1,963 103
Chonais River Hydro Owner and operator of a 2 MW hydro-power
scheme in the Scottish Highlands
14.0% 50.0% 1,549 2,064 1,549 2,410 (346)
Treefera Data platform for forestry and nature-based
assets
2.2% 13.3% 1,650 2,061 1,030 1,030 412
Elliptic Enterprises Provider of anti money laundering services to
digital asset institutions
1.0% 7.5% 1,286 1,806 1,255 1,263 512
Cantab Research (T/A
Speechmatics)
Provider of low footprint automated speech
recognition which can be deployed in the
cloud, on premise or on device
1.8% 14.4% 1,521 1,560 1,521 1,723 (163)
Gharagain River Hydro Owner and operator of a 1 MW hydro-power
scheme in the Scottish Highlands
15.0% 50.0% 1,116 1,527 1,116 1,574 (47)
Threadneedle
Software Holdings (T/A
Solidatus)
Provider of data lineage software to
enterprise customers in regulated sectors
3.9% 22.0% 1,239 1,239 1,239 1,239 -
Total Access Health
(T/A Evaro)
Platform for streamlining access to care for
minor health issues
1.8% 10.1% 1,214 1,214 - - -
Peppy Health Employee digital healthcare platform for
underserved health and wellness areas
1.5% 10.0% 1,157 1,157 1,157 1,157 -
Panaseer Provider of cyber security services 1.9% 14.9% 1,147 1,144 1,147 1,481 (337)
Get Least (T/A Kato) Platform that digitises workflows of
Commercial Real Estate
3.6% 24.1% 877 991 433 433 114
Tem-Energy Energy trading platform 2.0% 12.9% 574 954 574 954 -
Mondra Global Food supply chain emissions modelling 2.7% 21.5% 784 899 141 145 115
OpenDialog AI AI powered chatbots and virtual assistants 3.4% 23.1% 891 891 742 742 -
Accelex Technology Data extraction and analytics technology for
private capital markets
2.3% 15.4% 655 890 655 966 (76)
Phasecraft Software for Quantum Computers 0.5% 4.6% 725 875 358 358 150
Labrys Group Holdings Communications platform for defence 1.4% 8.0% 762 762 - - -
Ordinary shares 30 June 2025 30 June 2024
Portfolio company Activity % voting rights held by all Albion
% voting rights
managed funds
£'000
Cost
Value
£'000
£'000
Cost
Value
£'000
Change in value for
the year*
£'000
PerchPeek Digital Relocation Platform 2.4% 13.4% 755 755 755 755 -
Beddlestead Wedding venue operator 8.2% 49.0% 1,060 724 1,060 854 (130)
The Street by Street
Solar Programme
Owner and operator of photovoltaic systems
on domestic properties in the UK
4.4% 50.0% 461 722 461 767 (45)
Imandra Provider of automated software testing and
an enhanced learning experience for artificial
neural networks
1.1% 8.1% 720 667 720 852 (185)
Latent Technology
Group
Reinforcement Learning based Animation 2.5% 14.1% 621 621 - - -
InCrowd Sports Developer of mobile apps for professional
sports clubs
2.7% 18.7% 458 615 458 615 -
OutThink Software as a service (SaaS) platform
to measure and manage human risk for
enterprises
2.0% 13.9% 505 505 505 505 -
Aridhia Informatics Healthcare informatics and analysis provider 2.5% 23.6% 442 492 442 487 5
Instinct Digital Investment communication platform for the
Asset Manager Industry
4.2% 34.3% 486 486 486 486 -
Regenerco Renewable
Energy
Generator of renewable energy from roof top
solar installations
3.4% 50.0% 344 472 344 503 (31)
Papaya Technologies Multi-sided marketplace for the EV ecosystem 1.8% 15.4% 463 463 463 463 -
Ionate Hybrid Transformers 1.2% 10.1% 448 448 - - -
MHS 1 Education 6.9% 48.8% 481 436 481 451 (15)
Gridcog International Modelling software for Distributed Energy
Resources (DERs)
2.2% 15.9% 423 423 423 423 -
Open Trade Technology Embedded finance to allow FinTech
companies to provide yield products backed
by Stablecoins
1.4% 12.9% 394 421 - - 27
Infact Systems (T/A
Infact)
Technology for credit assessment 2.2% 16.8% 303 383 75 155 -
Trumpet Software A digital sales room software and a
collaboration platform for business to
business (B2B) interactions
1.4% 12.2% 370 370 370 370 -
Alto Prodotto Wind Owner and operator of community scale wind
energy projects on brownfield sites in the UK
4.1% 50.0% 205 329 235 389 (15)
Kennek Solutions Vertical software for lenders 1.1% 9.2% 314 314 147 147 -
Seldon Technologies Software company that enables enterprises
to deploy Machine Learning models in
production
3.5% 22.7% 1,193 270 1,193 742 (472)
Kohort Software Software platform automating revenue and
customer forecasting
1.8% 12.1% 261 261 217 217 -
5Mins AI Bite-sized workplace learning platform 1.6% 11.1% 284 217 284 284 (67)
PetsApp Veterinary software 1.9% 14.0% 354 207 354 354 (147)
GX Molecular (CS
Genetics)
Developer of single-cell sequencing solutions 2.3% 16.4% 1,006 204 895 899 (806)
Revgentic Infrastructure for pipeline conversion 2.6% 11.1% 149 149 - - -
Scripta Therapeutics AI-enabled drug discovery 2.5% 14.2% 139 139 - - -
AVESI Owns and operates photovoltaic systems on
domestic properties
3.8% 50.0% 123 127 123 140 (13)
Innerworks Technology Adaptive security 0.9% 7.8% 109 109 - - -
Toqio FinTech Holdings Provider of embedded FinTech solutions 1.6% 9.0% 1,017 100 1,017 556 (456)
PeakData Provider of insights and analytics to
pharmaceutical companies about therapeutic
areas
2.9% 21.3% 778 89 685 71 (76)
% voting rights
Portfolio company
Activity
OtoImmune
Detection and treatment of autoimmune
1.2%
held by all Albion
% voting rights
managed funds
7.1%
5.0%
£'000
Cost
88
Value
£'000
88
£'000
Cost
-
Value
£'000
Change in value for
the year*
£'000
diseases - -
Symetrica
A designer and manufacturer of radiation
0.2%
detection equipment
57 67 57 54 13
Greenenerco
Owner and operator of a 500kW wind project
1.9%
in the UK
50.0% 36 63 41 72 (2)
Diffblue
AI for code testing/writing platform
2.4%
17.3% 560 58 425 425 (501)
uMedeor (T/A uMed)
A middleware technology platform that
3.2%
enables life science organisations to conduct
medical research programmes
21.4% 628 52 598 325 (303)
Pastel Health
Digital-first provider of multi-specialty care
1.0%
8.9% 31 31 - - -
Koru Kids
Online marketplace connecting parents and
0.8%
nannies
4.6% 434 30 434 202 (172)
Formicor
Drug reformulation
8.8%
Pharmaceuticals
50.0% 28 28 - - -
Neurofenix
Neurorehabilitation platform
2.9%
19.9% 432 2 432 77 (75)
Kew Green VCT
Operator of a Holiday Inn Express hotel at
2.0%
(Stansted)
London Stansted Airport
47.2% 22 2 22 44 (42)
Mirada Medical
Developer of medical imaging software using
2.0%
Deep Learning
15.0% 511 1 511 87 (86)
Euphoric Global
Global employee benefits software
0.3%
1.9% 1 1 - - -
NuvoAir Holdings
Digital therapeutics and decentralised clinical
1.9%
trials for respiratory conditions
12.5% 1,154 - 1,088 1,082 (1,148)
Cisiv
Software and services for non-interventional
2.4%
clinical trials
23.4% 278 - 278 45 (45)
Regulatory Genome
Provider of machine readable structured
0.8%
Development
regulatory content
5.1% 128 - 128 - -
Other holdings 416 420 416 438 (18)
Total fixed asset investments 54,836 84,426 45,094 74,542 328

*As adjusted for additions and disposals during the year

The comparative cost and valuations for 30 June 2024 do not reconcile to the Annual Report and Financial Statements for the year ended 30 June 2024 as the above list does not include brought forward investments that were fully disposed of in the year.

Portfolio of investments

Ordinary shares

The following is a summary of fixed asset realisations and other realised adjustments for the year ended 30 June 2025:

Cost Opening
carrying
value
Disposal
proceeds
Total
realised
gain/(loss)
on cost
Gain/(loss)
on opening
value
Fixed asset investment realisations £'000 £'000 £'000 £'000 £'000
Disposals:
Egress Software Technologies 306 2,332 2,335 2,029 3
Locum's Nest 482 735 834 352 99
Arecor Therapeutics PLC 67 64 20 (47) (44)
Palm Tree Technology - - 14 14 14
Black Swan Data 1,471 6 - (1,471) (6)
Loan stock conversions, repayments and other:
Convertr Media (loan stock conversion) 280 445 515 235 70
Mondra Global (loan stock conversion) 352 355 364 12 9
Alto Prodotto Wind 31 46 46 15 -
Greenenerco 5 8 8 3 -
Escrow adjustments and other* - - 18 18 18
Total fixed asset realisations 2,994 3,991 4,154 1,160 163

*These comprise fair value movements on deferred consideration on previously disposed investments and expenses which are incidental to the purchase or disposal of an investment

Gains on investments during the year £'000
Total unrealised change in value of investments for the year 328
Movement in loan stock accrued interest 51
Unrealised gains on fixed asset investments 379
Realised gains on fixed asset investments 163
Total gains on investments as per Income statement 542
C shares 30 June 2025
Portfolio company Activity % voting rights held by all Albion
% voting rights
managed funds
£'000
Cost
Value
£'000
AAVC holding value on
19 December 2024
£'000
Change in value for
the period*
£'000
Gravitee TopCo (T/A
Gravitee.io)
Application programming interface (API)
management platform
3.6% 21.7% 3,744 5,794 3,560 2,050
Chonais River Hydro Owner and operator of a 2 MW hydro-power scheme
in the Scottish Highlands
9.2% 50.0% 3,645 3,577 3,659 (68)
Elliptic Enterprises Provider of anti money laundering services to digital
asset institutions
1.8% 7.5% 2,184 3,054 2,178 870
The Evewell Group Operator of health centres focusing on fertility 5.2% 33.0% 2,600 2,799 2,609 199
Runa Network Cloud platform and infrastructure that enables
corporates to issue digital incentives and payouts
2.9% 17.7% 2,496 2,496 2,465 -
Cantab Research (T/A
Speechmatics)
Provider of low footprint automated speech
recognition which can be deployed in the cloud, on
premise or on device
2.6% 14.4% 2,404 2,291 2,404 (113)
TransFICC A provider of a connectivity solution, connecting
financial institutions with trading venues via a single
API
2.2% 15.9% 1,378 2,044 1,264 666
Healios Provider of an online platform delivering family
centric psychological care primarily to children and
adolescents
4.9% 35.4% 2,049 1,989 2,049 (60)
Gharagain River Hydro Owner and operator of a 1 MW hydro-power scheme
in the Scottish Highlands
11.5% 50.0% 1,677 1,679 1,682 3
Radnor House School
(TopCo)
Independent school for children aged 2-18 6.9% 48.3% 2,301 1,641 2,307 (660)
Treefera Data platform for forestry and nature-based assets 1.4% 13.3% 978 1,335 896 357
Accelex Technology Data extraction and analytics technology for private
capital markets
3.3% 15.4% 1,013 1,299 1,013 286
Threadneedle
Software Holdings (T/A
Solidatus)
Provider of data lineage software to enterprise
customers in regulated sectors
4.0% 22.0% 1,262 1,262 1,262 -
Peppy Health Employee digital healthcare platform for underserved
health and wellness areas
1.5% 10.0% 1,207 1,207 1,207 -
MHS 1 Education 14.8% 48.8% 976 1,056 976 80
The Street by Street
Solar Programme
Owner and operator of photovoltaic systems on
domestic properties in the UK
6.5% 50.0% 1,102 1,056 1,111 (46)
Mondra Global Food supply chain emissions modelling 2.6% 21.5% 714 862 487 148
OpenDialog AI AI powered chatbots and virtual assistants 3.0% 23.1% 770 770 770 -
Beddlestead Wedding venue operator 9.1% 49.0% 951 765 956 (187)
Tem-Energy
Imandra
Energy trading platform
Provider of automated software testing and an
enhanced learning experience for artificial neural
networks
1.6%
1.3%
12.9%
8.1%
760
918
760
758
760
918
-
(160)
Get Least (T/A Kato) Platform that digitises workflows of Commercial Real
Estate
2.3% 24.1% 537 636 376 99
Phasecraft Software for Quantum Computers 0.5% 4.6% 500 635 322 134
Regenerco Renewable
Energy
Generator of renewable energy from roof top solar
installations
4.5% 50.0% 650 617 656 (33)
Alto Prodotto Wind Owner and operator of community scale wind energy
projects on brownfield sites in the UK
7.4% 50.0% 560 606 609 46
Seldon Technologies Software company that enables enterprises to deploy
Machine Learning models in production
7.4% 22.7% 1,053 575 1,053 (478)
PerchPeek Digital Relocation Platform 1.8% 13.4% 567 567 567 -
Gridcog International Modelling software for Distributed Energy Resources
(DERs)
2.9% 15.9% 544 544 544 -
OutThink Software as a service (SaaS) platform to measure and
manage human risk for enterprises
1.6% 13.9% 410 410 410 -
C shares 30 June 2025
Portfolio company Activity % voting rights held by all Albion
% voting rights
managed funds
£'000
Cost
Value
£'000
AAVC holding value on
19 December 2024
£'000
Change in value for
the period*
£'000
Instinct Digital Investment communication platform for the Asset
Manager Industry
3.4% 34.3% 396 396 396 -
Dragon Hydro Small scale hydropower project in mid-Wales 7.3% 30.0% 345 339 345 (5)
InFact Systems (T/A
InFact)
Technology for credit assessment 1.9% 16.8% 334 334 334 -
Papaya Technologies Multi-sided marketplace for the EV ecosystem 1.1% 15.4% 285 285 285 -
Kohort Software Software platform automating revenue and customer
forecasting
1.7% 12.1% 256 256 228 -
AVESI Owns and operates photovoltaic systems on domestic
properties
7.4% 50.0% 262 249 268 (14)
Ionate Hybrid Transformers 0.6% 10.1% 247 247 - -
Kennek Solutions Vertical software for lenders 0.9% 9.2% 241 241 241 -
Trumpet Software A digital sales room software and a collaboration
platform for business to business (B2B) interactions
0.9% 12.2% 228 228 228 -
Open Trade Technology Embedded finance to allow FinTech companies to
provide yield products backed by Stablecoins
0.9% 12.9% 184 202 171 18
5Mins AI Bite-sized workplace learning platform 1.3% 11.1% 229 175 229 (54)
GX Molecular (CS
Genetics)
Developer of single-cell sequencing solutions 1.9% 16.4% 824 171 824 (653)
PetsApp Veterinary software 1.9% 14.0% 286 168 286 (118)
Greenenerco Owner and operator of a 500kW wind project in the
UK
3.9% 50.0% 121 130 130 10
Symetrica A designer and manufacturer of radiation detection
equipment
0.3% 5.0% 89 110 89 21
uMedeor (T/A uMed) A middleware technology platform that enables life
science organisations to conduct medical research
programmes
5.8% 21.4% 174 94 118 (80)
Toqio FinTech Holdings Provider of embedded FinTech solutions 1.3% 9.0% 447 83 447 (364)
PeakData Provider of insights and analytics to pharmaceutical
companies about therapeutic areas
2.4% 21.3% 60 73 60 13
Innerworks Technology Adaptive security 0.5% 7.8% 70 70 - -
Diffblue AI for code testing/writing platform 1.9% 17.3% 447 46 447 (401)
Kew Green VCT
(Stansted)
Operator of a Holiday Inn Express hotel at London
Stansted Airport
45.2% 47.2% 1,077 45 1,077 (1,032)
Pastel Health Digital-first provider of multi-specialty care 0.6% 8.9% 17 17 - -
Neurofenix Neurorehabilitation platform 2.3% 19.9% 63 2 63 (61)
Euphoric Global Global employee benefits software 0.3% 1.9% 1 1 - -
NuvoAir Holdings Digital therapeutics and decentralised clinical trials
for respiratory conditions
2.6% 12.5% 1,133 - 1,122 (1,133)
Regulatory Genome
Development
Provider of machine readable structured regulatory
content
1.0% 5.1% - - - -
Other holdings 940 980 940 40
Total fixed asset investments 48,706 48,026 47,398 (680)

* As adjusted for additions and disposals during the period from 19 December 2024 to 30 June 2025

The AAVC holding value on 19 December 2024 above does not agree to the total fixed asset investments on merger in note 10 as it excludes investments that were fully disposed in the period from 19 December 2024 to 30 June 2025.

C shares

The following is a summary of fixed asset realisations for the period ended 30 June 2025:

Fixed asset investment realisations Cost
£'000
Opening
carrying
value
£'000
Disposal
proceeds
£'000
Total
realised
(loss)/gain
on cost
£'000
(Loss)/gain
on opening
value
£'000
Disposals:
Arecor Therapeutics PLC 35 35 17 (18) (18)
Loan stock conversions, repayments and other:
Mondra Global (loan stock conversion) 439 439 440 1 1
Alto Prodotto Wind 48 48 48 - -
Greenenerco 9 9 9 - -
Escrow adjustments and other* 60 60 68 8 8
Total fixed asset realisations 591 591 582 (9) (9)

*These comprise fair value movements on deferred consideration on previously disposed investments and expenses which are incidental to the purchase or disposal of an investment

Losses on investments during the period £'000
Total unrealised change in value of investments for the period (680)
Movement in loan stock accrued interest -
Unrealised losses on fixed asset investments (680)
Realised losses on fixed asset investments (9)
Total losses on investments as per Income statement (689)

PORTFOLIO COMPANIES

TOP TEN

Based on the total combined valuation of the Ordinary and C share portfolio

1

Quantexa uses the latest advancements in AI in its Decision Intelligence platform, which unifies siloed data to solve challenges across data management, customer intelligence, KYC, financial crime, risk, fraud, and security. Its customers include enterprises and government agencies across multiple markets. www.quantexa.com

Audited results for the year ended:
31 March 2024 31 March 2023
£'000 £'000
Turnover 76,052 57,858
LBITDA (54,411) (54,418)
Loss before tax (55,915) (54,211)
Net assets 63,943 35,725
Investment information Ordinary
shares
£'000
C shares
£'000
Income recognised in the year - -
Total cost 1,776 -
Valuation 20,877 -
Voting rights 1.4% -
Voting rights held by all Albion managed funds 11.2%
Basis of valuation Cost and price of recent investment
(calibrated and reviewed for impairment)

Gravitee.io operates an Application Programming Interface ("API") management platform that enables enterprises to manage their APIs through their lifecycle from design, to publishing, to controlling access and security. www.gravitee.io

2

Audited results for the year ended:
31 December 2023 31 December 2022
£'000 £'000
Turnover 6,653 3,290
LBITDA (11,957) (12,740)
Loss before tax (12,029) (12,807)
Net assets 8,469 6,522
: . _ : —
$\overline{}$ \ /I' $\overline{}$ $\overline{}$ -
ш ra \/ _ _ 11 1
_ ~ _ -
Investment information Ordinary
shares
£'000
C shares
£'000
Income recognised in the year - -
Total cost 2,849 3,744
Valuation 5,510 5,794
Voting rights 3.4% 3.6%
Voting rights held by all Albion managed funds 21.7%
Basis of valuation
Cost and price of recent investment
(calibrated and reviewed for impairment)

3

Oviva is the category leader in Europe for digital, reimbursed dietetic care. The company sells digital and technology-led services solutions for conditions such as diabetes and obesity. It consistently demonstrates best-in-class outcomes helping its clients save costs and improve patient well-being. It is active in the UK, Germany, France and Switzerland. www.oviva.com

Audited results for the year ended:
31 December 2024 31 December 2023
£'000 £'000
Turnover 47,663 29,133
LBITDA (13,620) (17,923)
Loss before tax (17,967) (20,968)
Net assets 4,630 23,652
Investment information Ordinary
shares
£'000
C shares
£'000
Income recognised in the year - -
Total cost 1,766 -
Valuation 5,847 -
Voting rights 2.2% -
Voting rights held by all Albion managed funds 13.7%
Basis of valuation Revenue multiple

Chonais River Hydro is a 2MW hydropower scheme near Loch Carron in the Scottish Highlands. It is a run-of-river scheme, taking water from a small river via an intake on the mountainside. The scheme is low visual impact with the only visible components being a small intake and a powerhouse, both of which are built using local material. It generates enough electricity to power approximately 2,000 homes. It benefits from inflation-protected renewable subsidies for a period of 20 years. The scheme was commissioned in 2014 and has been generating successfully since. www.greenhighland.co.uk

4

Filleted* audited results for the year ended:
30 September 2024 30 September 2023
£'000
£'000
Net liabilities (257) (216)
Investment information Ordinary
shares
£'000
C shares
£'000
Income recognised in the year 72 147
Total cost 1,549 3,645
Valuation 2,064 3,577
Voting rights 14.0% 9.2%
Voting rights held by all Albion managed funds 50.0%
Basis of valuation
Discounted cash flow – supported by third
party valuation

5

The Evewell Group owns and operates private health centres of excellence with one clinic open on Harley Street and another in Hammersmith, both focusing on fertility and IVF treatment but uniquely also covering all aspects of a woman's gynaecological health. www.evewell.com

Audited results for the year ended:
31 December 2024 31 December 2023
£'000 £'000
Turnover 17,738 14,519
EBITDA 3,674 2,017
Profit before tax 2,813 929
Net liabilities (1,501) (1,679)
Investment information Ordinary
shares
£'000
C shares
£'000
Income recognised in the year 167 92
Total cost 1,240 2,609
Valuation 2,773 2,799
Voting rights 5.1% 5.2%
Voting rights held by all Albion managed funds 33.0%
Basis of valuation Earnings multiple

Runa Network provides a cloud platform and an API that enables corporates to purchase digital gift cards and issue digital payouts to employees and customers. This can be done for a variety of use cases such as HR (employee benefits/rewards), marketing (customer acquisition/activation), loyalty and disbursements. It has built unique technology and direct integrations with over a thousand brands and retailers on the supply side. www.runa.io

Audited results for the year ended:
31 December 2023 31 December 2022
£'000 £'000
Turnover 28,829 33,762
LBITDA (11,105) (8,841)
Loss before tax (11,225) (9,054)
Net assets 9,486 9,967
Investment information Ordinary
shares
£'000
C shares
£'000
Income recognised in the year - -
Total cost 2,383 2,496
Valuation 2,975 2,496
Voting rights 3.2% 2.9%
Voting rights held by all Albion managed funds 17.7%
Basis of valuation Cost and price of recent investment
(calibrated and reviewed for impairment)

Elliptic Enterprises screens billions of dollars in cryptocurrency transactions every day, analysing them for links to illicit activity including money laundering, terrorist financing, sanctions evasion, and other financial crimes. www.elliptic.co

7
Audited results for the year ended:
31 March 2024 31 March 2023
£'000 £'000
Turnover 13,679 9,552
LBITDA (15,462) (27,156)
Loss before tax (16,389) (27,096)
Net (liabilities)/
assets
(3,804) 10,571
Investment information Ordinary
shares
£'000
C shares
£'000
Income recognised in the year - -
Total cost 1,286 2,184
Valuation 1,806 3,054
Voting rights 1.0% 1.8%
Voting rights held by all Albion managed funds 7.5%
Basis of valuation Revenue multiple

TransFICC provides a connectivity solution, connecting financial institutions with trading venues via a single API. www.transficc.com

Filleted* audited results for the year ended:
31 December 2024 31 December 2023
£'000 £'000
Net assets 11,488 16,349
Investment information Ordinary
shares
£'000
C shares
£'000
Income recognised in the year - -
Total cost 1,860 1,378
Valuation 2,691 2,044
Voting rights 2.9% 2.2%
Voting rights held by all Albion managed funds 15.9%
Basis of valuation Cost and price of recent investment
(calibrated and reviewed for impairment)

Portfolio companies

9

Proveca is a specialty pharmaceutical company focused on children's medicines. The company is addressing a significant need in developing drugs that are specifically formulated for children, taking advantage of a supportive regulatory regime and market protection throughout Europe. Its first product for chronic drooling was launched in 2017. It has a pipeline of drugs focused on neurology, immunology and cardiovascular that it expects to reach the market over the next three years. www.proveca.com

Audited results for the year ended:
31 July 2024 31 July 2023
£'000 £'000
Turnover 17,006 13,319
LBITDA (930) (2,309)
Loss before tax (1,381) (2,741)
Net liabilities (704) (7,078)
Investment information Ordinary
shares
£'000
C shares
£'000
Income recognised in the year - -
Total cost 1,643 -
Valuation 4,354 -
Voting rights 7.5% -
Voting rights held by all Albion managed funds 49.9%
Basis of valuation Revenue multiple

Healios is an online platform delivering family centric psychological care primarily to children and adolescents. The Company provides assessment, treatment and early intervention for a variety of mental health conditions. www.healios.org.uk

Audited results for the year ended:
31 December 2024 31 December 2023
£'000 £'000
Turnover 16,348 21,624
LBITDA (3,049) (11,794)
Loss before tax (3,429) (13,319)
Net liabilities (2,238) (4,385)
Investment information Ordinary
shares
£'000
C shares
£'000
Income recognised in the year - -
Total cost 1,915 2,049
Valuation 2,066 1,989
Voting rights 5.3% 4.9%
Voting rights held by all Albion managed funds 35.4%
Basis of valuation Revenue multiple

*Companies which meet certain size criteria are eligible to file what are referred to as filleted results which are extracted from the company's audited financial statements. Filleted financial statements contain substantially less financial information and we are only able to report net assets/(liabilities).

For consistency across the top ten and based on guidance from the AIC, data extracted from the last set of published audited accounts is shown in the tables above. However, this may not always be representative of underlying financial performance for several reasons. Published accounts lodged at Companies House may be out of date and the Manager works from up-to-date management accounts and has access to draft but unpublished annual audited accounts prepared by the companies.

Governance

THE BOARD OF DIRECTORS

The Board provides a wide range of relevant experience and skills. Each member of the Board has demonstrated sufficient time capacity to meet the commitments required in preparing for, attending and participating in periodic Board meetings and for all the activities that take place between formal Board meetings as an important part of the process of oversight and constructive challenge from an independent board of an investment company. The Board works closely together and reviews succession and allocation of responsibilities on a regular basis.

The following are the Directors of the Company, all of whom operate in a non-executive capacity:

Richard Glover

Chair, Independent Non-Executive Director

Appointed 19 December 2024

Key relevant skills:

  • Leadership skills
  • Wide-ranging experience across several industries including private equity backed businesses
  • Key understanding of sale processes

After graduating from Oxford University, Richard spent 15 years in industrial relations and HR management roles in the 1970s and 1980s first with ICI and then with Grand Metropolitan, followed by a spell in retail catering operations with United Biscuits. Since 1990 he has been involved with two private equity backed businesses in the service sector: first, in 1990 the British School of Motoring (BSM), where, as MD and later CEO, he took the company through flotation and then sale to RAC; and in 2000, the accountancy training company ATC International, where he became the majority shareholder in 2003, running the business in Eastern Europe before selling it to Becker Professional Education in 2011. He has also held a number of non-executive director positions in the service sector and has been extensively involved with the Worshipful Company of Haberdashers and its education activities.

Ann Berresford

Audit & Risk Committee Chair, Independent Non-Executive Director, ACA, BSc (Hons)

Appointed 19 December 2024

Key relevant skills:

  • Chartered accountant
  • Experience in risk management
  • Significant financial and audit expertise

Ann has substantial financial experience, having trained as a Chartered Accountant in audit with Grant Thornton, and then spent over 20 years in executive financial positions at Clyde Petroleum PLC and the Bank of Ireland Group. Since 2005 she has held non-executive roles in Triodos Renewables plc, the Pension Protection Fund, the Pensions Regulator, Bath Building Society and Hyperion Insurance Group. Her career has given her a breadth of experience in lending, pensions, operations, accounting, finance and risk. Her experience in the energy and renewables sector gives her a long term and project focused outlook. The varied insights she has gained across her executive and non-executive career mean that she is a strong independent director and her financial background makes her an excellent Chair of the Audit & Risk Committee. She is currently a non-executive director of Secure Trust Bank PLC, where she chairs the Audit Committee and is Senior Independent Director.

Pam Garside

Independent Non-Executive Director, BSc, MHA

Appointed 1 March 2019

Key relevant skills:

  • Extensive background in healthcare
  • Previous advisor to government and NHS
  • Immediate past Chairman of Cambridge Angels

Pam is an experienced healthcare investor, expert in digital health and an advisor to government, NHS and private sector organisations in the UK and US. She is a Fellow of the Judge Business School at the University of Cambridge and a member of the Investment Committee of Cambridge Enterprise, the technology transfer company of the University. She has been Chairman of Cambridge Angels, is a board member of several other healthcare companies and co-chair of the Cambridge Health Network.

Richard Wilson

Independent Non-Executive Director

Appointed 19 December 2024

Key relevant skills:

  • Considerable asset management expertise
  • M&A experience
  • Leadership skills

Richard is highly experienced in the asset management sector and was CEO of BMO Global Asset Management and previously CEO of F&C Asset Management plc, where he led the company's acquisition by BMO Financial Group and subsequent integration into BMO Global Asset Management. He began his asset management career in 1988 as a U.K. equity manager with HSBC Asset Management (formerly Midland Montagu). He then joined Deutsche Asset Management (formerly Morgan Grenfell), where he rose to managing director, global equities. From Deutsche, he moved to Gartmore Investment Management in 2003 as head of international equity investments before joining F&C in 2004. He is currently an independent non-executive director of Insight Investment Management and Chair of the Remuneration Committee.

Ian Spence

Independent Non-Executive Director

Appointed 1 May 2020

Key relevant skills:

  • SaaS, data & AI entrepreneur
  • Tech sector commentator and public speaker
  • Strategic adviser to, and investor in, software, AI, and data businesses

Ian is an entrepreneur, adviser, non-exec and investor in the technology, data, and business intelligence sectors. His primary role currently is as exec chair at Megabuyte, a leading technology sector research, consulting and CEO community platform that he founded in 2007. Before starting Megabuyte, Ian enjoyed a successful career as a sell-side technology analyst, working for leading mid-market investment banks in London. During this period, he was twice voted Technology Analyst of the Year. In addition to his role at Megabuyte, Ian serves as a non-exec on the board of Quartix Plc, an AIM-listed telematics software company and also advises and invests in scale-up software, AI, and data businesses through his family office, Agnosco Capital. In addition to these entrepreneurial, investor and adviser roles, Ian is a prolific public speaker on topics including AI strategy, tech sector trends, and maximising shareholder value, and he also hosts the popular Megabuyte CEOBarometer podcast.

All Directors are members of the Audit & Risk Committee and Ann Berresford is Chairman.

All Directors are members of the Nomination Committee and Richard Glover is Chairman.

All Directors are members of the Remuneration Committee and Ian Spence is Chairman.

Pam Garside is the Senior Independent Director.

THE MANAGER

Albion Capital Group LLP is authorised and regulated by the Financial Conduct Authority and is the Manager of Albion Crown VCT PLC. Established in 1996, Albion Capital is an independent investment management firm providing investors with access to entrepreneurs who build enduring businesses.

The following are specifically responsible for the management and administration of the Venture Capital Trusts managed by Albion Capital Group LLP:

Will Fraser-Allen, BA (Hons), FCA, has been managing partner since 2019 and chairs the investment committee. He is on the Board of the AIC and sits on the Venture Capital Committee of the BVCA. He joined Albion in 2001, became deputy managing partner in 2009. He qualified as a chartered accountant and has a BA in History from Southampton University.

Patrick Reeve, MA, FCA, was formerly the managing partner of Albion Capital and became chairman in 2019. He was formerly a director of Albion Technology and General VCT, Albion Enterprise VCT and Albion Development VCT. He joined Close Brothers Group PLC in 1989 before establishing Albion Capital in 1996. Patrick qualified as a chartered accountant and has an MA in Modern Languages from Oxford University. He is Chair of Albion's Valuation Committee and its Risk Management Committee.

Dr. Andrew Elder, MA, FRCS, practised as a neurosurgeon before starting his career in investment. He heads up the healthcare investment team and became deputy managing partner in 2019. He joined Albion in 2005 and became a partner in 2009. He has an MA plus Bachelor of Medicine and Surgery from Cambridge University. He is a Fellow of the Royal College of Surgeons (England).

Vikash Hansrani, BA (Hons), FCA, is a partner and oversees the finance and administration of all funds under Albion's management. He is a member of Albion's Valuation Committee and its Risk Management Committee. He qualified as a chartered accountant with RSM, before joining Albion in 2010. He has a BA in Accountancy & Finance from Nottingham Business School.

Valerie Aelbrecht, MSc, MSc, is an investment manager and joined Albion in 2022. She was at Cherry Ventures after being a founder and operator for 8 years in the FoodTech space. She holds an MSc in Applied Economics from the University of Antwerp and an MSc in International Business Management & Entrepreneurship from Kingston University.

Dr. Leigh Brody, PhD, joined as an Investment Manager in 2021 and focuses on transformative technologies and therapeutics opportunities emerging from UCL. She has over a decade of experience as a startup founder, gained her PhD in Biochemistry from Imperial College London, and also holds a BSc in Biochemistry from Simmons University.

Adam Chirkowski, MA (Hons), focuses on B2B and ClimateTech investments and became partner in 2024. Prior to joining Albion in 2013, he spent five years working in corporate finance at Rothschild. He holds a first-class degree in Industrial Economics and a Masters in Corporate Strategy and Governance from Nottingham University.

Dr. Molly Gilmartin, BA, is an investment director and joined in 2022 from McKinsey & Company. Before that, she was Chief Commercial Officer of Induction Healthcare Group which completed an IPO on AIM in 2019. Before this, she was a founding team member of start-up Pando, and an NHS Clinical Entrepreneur as a medical doctor.

David Grimm, MSc, is a partner focusing on DeepTech investments. He joined Albion in 2016 as investment manager and was made partner in 2023. David has spent 10 years investing in early-stage technology-differentiated opportunities, including 4 years at Spark Ventures prior to joining Albion. He holds an MSc in Natural Sciences.

Ed Lascelles, BA (Hons), heads up the technology investment team. He joined in 2004 having started his career advising public companies and became a partner in 2009. He holds a firstclass honours degree in Philosophy from UCL.

Paul Lehair, MSc, MA, joined Albion in 2019 and became partner in 2024. Prior to Albion, he spent five years at Citymapper. He also worked at Viagogo and in M&A at Citigroup. He holds a dual Masters' degree in European Political Economy from the LSE and Political Science and Sciences Po Paris.

Catriona McDonald, BA (Hons), specialises in technology investing. She joined in 2018 and became partner in 2024. Prior to Albion, she came from Goldman Sachs where she worked on IPOs, M&A and leveraged buyouts in New York and London. She graduated from Harvard University, majoring in Economics.

The Manager

Kibriya Rahman, MMath, is an investment manager and joined Albion in 2022. He was previously at Funding Circle and Formula 1. Before this, he worked at OC&C Strategy Consultants. He graduated from Oxford University with an MMath degree.

Jane Reddin, BA (Hons), heads up the platform team. She joined Albion in 2020 and became partner in 2022. Prior to Albion, she spent six years as Talent Advisor at Balderton Capital and then co-founded The Talent Stack. She graduated from Durham University with a BA in French and German.

Dr. Christoph Ruedig, MBA, is a partner focusing on digital health. He originally practiced radiology and was responsible for M&A in healthcare at GE and venture capital with 3i. He joined Albion in 2011 and became a partner in 2014. He holds a degree in medicine from Ludwig-Maximilians University and an MBA from INSEAD.

Nadine Torbey, MSc, BEng, became a partner in 2024 and joined Albion in 2018 from Berytech Fund Management. She holds a BSc in Electrical and Computer Engineering from the American University of Beirut and an MSc in Innovation Management and Entrepreneurship from Brown University.

Robert Whitby-Smith, BA (Hons), FCA, is a partner focusing on software investing. His background was in corporate finance at KPMG, CSFB, and ING Barings, after qualifying as a chartered accountant. He joined Albion in 2005 and became a partner in 2009. He graduated from Reading University with a BA in History.

Jay Wilson, MBA, MMath, is a partner focusing on FinTech. He joined in 2019 from Bain & Co, where he had been a consultant since 2016, and became partner in 2023. Prior to this he graduated from the London Business School with an MBA having spent eight years as a broker at ICAP Securities.

Dr. Marco Yu, PhD, MRICS, heads up the renewables team and became partner in 2023. Prior to joining Albion in 2007, he qualified as a Chartered Surveyor with Bouygues and advised on large capital projects with EC Harris. He has a degree in economics from University of Cambridge and a PhD in construction economics from UCL.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE ("ESG") REPORT

The Company's Manager, Albion Capital Group LLP ("Albion"), sees sustainable and responsible investment as an integral part of its investment mandate. In turn, the Board is kept appraised of ESG issues in both the portfolio and in how Company affairs are conducted as part of regular Board oversight.

The United Nations Principles for Responsible Investment ("UN PRI") is the world's leading proponent of responsible investment, working to understand the investment implications of ESG factors and to support its international network of investor signatories in incorporating these factors into their investment and ownership decisions.

As a signatory of the UN PRI, Albion and the Board recognise that applying the following six principles better aligns investors with broader objectives of society:

Principle 1: to incorporate ESG issues into investment analysis and decisionmaking processes.

Principle 3: to seek appropriate disclosure on ESG issues by the entities in which we invest.

Principle 5: to work together to enhance our effectiveness in implementing the Principles.

Principle 2: to be active owners and incorporate ESG issues into our ownership policies and practices.

Principle 4: to promote acceptance and implementation of the Principles within the investment industry.

Principle 6: to report on our activities and progress towards implementing the Principles.

Environmental, Social, and Governance ("ESG") report

The Board and Albion have been conscious in making a commitment to responsible investment in Albion's internal and external processes to ensure alignment with our fundamental commitment to pursuing longterm financial returns for our clients. Today we provide finance for promising companies across technology, healthcare and renewable energy. Through this, Albion is directly involved in the oversight and governance of these investments, including ensuring standards of reporting and visibility on business practices, all of which are reported to the Board.

One of the most important drivers of performance is the quality of the investment portfolio, which goes beyond the individual valuations and examines the prospects of each portfolio company and their sectors – all of which requires a long-term view.

Given the nature of venture capital investment, Albion is more intimately involved in the affairs of portfolio companies than typical funds invested in listed securities. As such, Albion can influence good governance and behaviour in portfolio companies, many of which are relatively small without the support of a larger company's administration and advisory infrastructure.

The Company adheres to the principles of the AIC Code of Corporate Governance and is also aware of other governance and corporate conduct guidance which it meets as far as practical. This includes the constitution of a diversified and independent Board capable of providing constructive challenge.

ESG considerations are an integrated part of Albion's full investment process, designed to create value for investors and support portfolio companies in developing sustainable long-term strategies for portfolio companies. This is reflected in the transparency of reporting, governance principles adopted by the Company and the portfolio companies.

Albion integrates ESG across all aspects of the investment process:

STAGE 1

  • Check company activity against internal exclusion list
  • Gender tags for all new investment opportunities

STAGE 2 Due diligence

  • ESG Due Diligence Questionnaire completed preinvestment
  • ESG summary added to investment committee paper & reviewed at Investment committee
  • ESG terms included in Shareholders Agreement template

STAGE 3 Stewardship

  • Leverage portfolio company board & implement ESG initiatives
  • Annual mapping of company ESG developments via ESG Balance Score Card (BSC) and identify priorities for year ahead
  • Provide & track ESG support
  • 6 ESG hygiene metrics per company

STAGE 4 Follow ons

  • Reassess ESG risks & opportunities during each round of funding
  • Use new funding round to check for improvements

STAGE 5 Exit

  • Support the company in demonstrating to potential investors how ESG risks have been mitigated and opportunities realised
  • To the extent possible, ensure that good ESG practices remain in place following exit

*The ESG BSC is an internal tool used to determine a company's sustainability risks and opportunities, and track progress over time.

PRE-INVESTMENT STAGE

An exclusion list is used to rule out investments in unsustainable, socially detrimental areas. ESG due diligence is performed on each potential portfolio company to identify any sustainability risks, which are ranked from low to high and are reported to the relevant investment committee. Where risks are identified, mitigations are assessed and, if necessary, mitigation plans are put in place. If this is not deemed sufficient, the committee would consider the appropriate level and structure of funding to balance the associated risks. If this is not possible, investment committee approval will not be provided, and the investment will not proceed.

Albion's investment deal documents include a sustainability clause that reinforces an individual portfolio company's commitment to driving principles of ESG as it scales.

INVESTMENT STAGE

An ESG clause is integrated into the template of the shareholders agreement for all new investments, which outlines the portfolio company's commitment to combine economic success with ecological and social success.

All new and existing portfolio companies are asked to report against an ESG BSC annually. It contains sustainability factors (such as whether or not the portfolio company has policies or strategies relating to the environment, carbon emissions or achieving net zero) against which a portfolio company is assessed and scored in order to determine the potential sustainability risks and opportunities arising from the investment. The ESG BSC results form part of Albion's internal risk review meetings and any outstanding issues are addressed in collaboration with the portfolio companies with key priority improvement areas identified for the year ahead.

EXIT STAGE

Albion aims to ensure that good ESG practices remain in place following exit by, for example, ensuring that the portfolio company creates a self-sustaining ESG management system during our period of ownership, wherever feasible.

The Manager's ESG initiatives

Albion is guided by the following ESG principles:

Build sustainably: Recognising that the most successful businesses are those that prioritise sustainability, we are committed to driving change and constantly evolving our practices.

Invest responsibly: ESG considerations are entrenched in our investment process and internal operations to create lasting value for all stakeholders.

Contribute positively: We're always motivated to do better through involvement with external initiatives devoted to driving new industry standards and societal outcomes.

Below is an overview of Albion's ESG activity during the reporting period:

ENVIRONMENTAL

  • Greenly platform has been deployed to calculate our emissions for the second year
  • Albion now captures environmental data on its suppliers for more accurate reporting
  • Ongoing work to build a sustainability framework

SOCIAL

  • Fair HQ D&I score increased to achieve a score of 7/10
  • Two ongoing, high impact social initiatives:
  • 1. Albion's Social Outreach team has directly supported 40 young people from underprivileged backgrounds
  • 2. Albion's Radia Accelerator programme returns for the second year to support 14 women entrepreneurs

GOVERNANCE

  • 2 women joined the Albion Partnership
  • Strong UN PRI score with 4 out of 5 stars for all core modules

Signatories

As a signatory of UN Principles for Responsible Investment ("UN PRI") Albion is committed to the six key principles to incorporate ESG into investment practice.

Albion is a member of Reframe Venture (formerly VentureESG) steering committee, a venture capital-based nonprofit initiative to push the industry on ESG best practices. The current group consists of 500 venture funds and 110 limited partners globally, who work to make ESG a standard part of the due diligence, portfolio stewardship and internal fund management.

Albion is a proud signatory of the Investing in Women Code and commits to adopt internal practices that aim to improve female entrepreneurs' access to the tools, resources and finance required to scale their companies.

DIRECTORS' REPORT

The Directors submit their Annual Report and the audited Financial Statements on the affairs of the Company for the year ended 30 June 2025. The Statement of corporate governance on pages 62 to 70 forms a part of the Directors' report.

BUSINESS REVIEW

Principal activity and status

The principal activity of the Company is that of a Venture Capital Trust. It has been approved by H.M. Revenue & Customs ("HMRC") as a Venture Capital Trust in accordance with the Income Tax Act 2007 and, in the opinion of the Directors, the Company has conducted its affairs so as to enable it to continue to obtain such approval. In order to maintain its status under Venture Capital Trust legislation, a VCT must comply on a continuing basis with the provisions of Section 274 of the Income Tax Act 2007 and further details of this can be found on pages 55 and 56 of this Directors' report.

The Company is not a close company for taxation purposes and its shares are listed on the official list of the London Stock Exchange.

Under current tax legislation, shares in the Company provide tax-free capital growth and income distribution, in addition to the income and capital gains tax relief some investors would have obtained when they invested in the share offers.

Capital structure

Details of the issued share capital, together with details of the movements in the Company's issued share capital during the year are shown in note 16.

On 19 December 2024, following the merger with AAVC, shareholders of AAVC were issued a new class of "ordinary C shares" ("C shares"). As at 30 June 2025, total shares in issue are represented 76.7% by Ordinary shares and 23.3% by C shares, and total voting rights are represented 74.6% by Ordinary shares and 25.4% by C shares, with the difference due to the Ordinary shares held in treasury.

The Ordinary shares and C shares are both designed for individuals who are seeking, over the long term, investment exposure to a diversified portfolio of

unquoted investments. The investments are spread over a number of sectors, to produce a regular and predictable source of income, combined with the prospect of longer-term capital growth.

All Ordinary shares and C shares (except treasury shares, which have no right to dividend and no voting rights) rank pari passu for voting rights and each Ordinary share and each C share is entitled to one vote. The Directors are not aware of any restrictions on the transfer of shares or on voting rights.

Shareholders are entitled to receive dividends and the return of capital on winding up or other return of capital based on the surpluses attributable to the shares.

Issue and buy-back of Ordinary and C shares

During the year the Company issued a total of 96,144,997 Ordinary shares (2024: 26,321,332 Ordinary shares), of which 93,414,139 Ordinary shares (2024: 23,948,789 Ordinary shares) were issued under the Albion VCTs Top Up Offers; and 2,730,858 Ordinary shares (2024: 2,372,543 Ordinary shares) were issued under the Dividend Reinvestment Scheme.

In the period from 19 December 2024 to 30 June 2025, the Company issued a total of 134,645,083 C shares, of which 134,160,646 C shares were issued as part of the merger with AAVC; and 484,437 C shares were issued under the Dividend Reinvestment Scheme.

Details of the Dividend Reinvestment Schemes for the Ordinary shares and C shares can be found on www. albion.capital/vct-funds/CRWN under the "Dividends" section.

Your Board, in conjunction with the boards of the other VCTs managed by Albion Capital Group LLP, published a Prospectus Top Up Offer of new Ordinary shares on 12 November 2024. The Offer launched to applications on 6 January 2025 and closed on 31 March 2025 having been fully subscribed. The amount raised by the Company was £30 million. Further details can be found in note 16.

The Company operates a policy of buying back shares either for cancellation or for holding in treasury. The reasons the Company makes market purchases of its own shares is to enhance liquidity of the Company's shares and to seek to manage the level and volatility

of the discount of Net Asset Value at which the Company's shares may trade. During the year, the Company purchased 10,606,494 Ordinary shares for a total of £3,092,000 for cancellation. In the period from 19 December 2024 to 30 June 2025, the Company purchased 3,054,794 C shares for a total of £1,230,000 for cancellation.

At the AGM held in November 2024 shareholders authorised the Company to purchase in the market up to 51,792,748 Ordinary shares or, if lower, such number of Ordinary shares representing 14.99% of the issued Ordinary share capital of the Company as at the date of the AGM which equated to 51,792,748 Ordinary shares. As at 30 June 2025, this remained effective in respect of 42,846,364 Ordinary shares.

At the General Meeting held on 11 December 2024, shareholders authorised the Company to purchase in the market up to 14.99% of the issued C share capital of the Company as at the date of completion of the acquisition of the assets and liabilities of Albion Venture Capital Trust PLC, being 19 December 2024, which equated to 20,110,680 C shares. As at 30 June 2025, this remained effective in respect of 17,055,886 C shares.

The authorities for both Ordinary shares and C shares will lapse at the conclusion of the AGM of the Company on 27 November 2025. Details regarding the current buy-back policy can be found in the Chairman's statement on page 13 and details on share buy-backs during the year can be found in note 16.

Substantial interests and shareholder profile

As at 30 June 2025 and at the date of this report, the Company was not aware of any shareholder who had a beneficial interest exceeding 3% of the voting rights. There have been no disclosures in accordance with Disclosure Guidance and Transparency Rule 5 made to the Company during the year ended 30 June 2025, and to the date of this report.

Results and dividends

Detailed information on the results and dividends for the year ended 30 June 2025 can be found in the Strategic report on page 17.

Future developments of the business

Details on the future developments of the Company can be found in the Chairman's statement on page 14 and Strategic report on page 18.

Going concern

In accordance with the Guidance on the Going Concern Basis of Accounting and related Reporting (including Solvency and Liquidity Risks) issued by the Financial Reporting Council ("FRC") in February 2025, the Board has assessed the Company's ability to continue to operate as a going concern.

When making their assessment, the Board had regard to the operational, economic and regulatory risks as set out on pages 25 to 28 of the Strategic report and the Company's ability to navigate those risks over the next twelve months. Furthermore, the Board considered the company's liquidity and solvency. At the year end and at the date of issuing this report, the VCT has significant liquid resources, the majority of which are represented by accessible bank balances. The major cash outflows of the Company (namely investments, share buy-backs and dividends) are within the Company's control. Cash flow forecasts are discussed quarterly at Board level with regards to the going concern. The cash flow forecasts have been updated and stress tested, which included assessing the resilience of portfolio companies, incorporating the requirement for any future financial support, including proceeds from investment disposals only when there is a high probability of completion, and evaluating the impact of high inflation within the Company. The Company's policies for managing its capital and financial risks are shown in note 20 and include the Board's assessment of areas including liquidity risk, credit risk and price risk. The Company's business activities, together with details of its performance are shown in the Strategic report and this Directors' report.

Furthermore, the VCT has a well diversified portfolio of investments in terms of sector and stage of investment. Based on this evaluation, the Directors have a reasonable expectation that the VCT has adequate resources and will be in compliance with key laws and regulations to remain in operational existence for a period of at least twelve months from the date of approval of the financial statements. Consequently, the Directors consider it is appropriate to continue to use the going concern basis in preparing these financial statements.

Post balance sheet events

Details of events that have occurred since 30 June 2025 are shown in note 20.

Principal risks and uncertainties

A summary of the principal risks faced by the Company is set out on pages 25 to 28 of the Strategic report.

VCT regulation

The investment policy is designed to ensure that the Company continues to qualify and is approved as a VCT by HMRC. In order to maintain its status under Venture Capital Trust legislation, a VCT must comply on a continuing basis with the provisions of Section 274 of the Income Tax Act 2007 as follows:

1 the Company's income must be derived wholly or mainly from shares and securities;
2 at least 80% of the HMRC value of its investments must have been represented throughout the year by
shares or securities that are classified as 'qualifying holdings';
3 at least 70% by HMRC value of its total qualifying holdings must have been represented throughout the
year by holdings of 'eligible shares'. Investments made before 6 April 2018 from funds raised before 6
April 2011 are excluded from this requirement;
4 at least 30% of funds raised in accounting periods beginning on or after 6 April 2018 must be invested
in qualifying holdings by the anniversary of the end of the accounting period in which the funds were
raised;
5 at the time of investment, or addition to an investment, the Company's holdings in any one company
(other than another VCT) must not have exceeded 15% by HMRC value of its investments;
6 the Company must not have retained greater than 15% of its income earned in the year from shares and
securities;
7 the Company's shares, throughout the year, must have been listed on a regulated market;
8 an investment in any company must not cause that company to receive more than £5 million in State aid
risk finance in the 12 months up to the date of the investment, nor more than £12 million in total (the
limits are £10 million and £20 million respectively for a 'knowledge intensive' company);
9 the Company must not invest in a company whose trade is more than seven years old (ten years for a
'knowledge intensive' company) unless the company previously received State aid risk finance in its first
seven years, or the company is entering a new market and a turnover test is satisfied;
10 the Company's investment in another company must not be used to acquire another business, or shares
in another company; and
11 the Company may only make qualifying investments or certain non-qualifying investments permitted by
Section 274 of the Income Tax Act 2007.

These tests drive a spread of investment risk through preventing holdings of more than 15% by HMRC value in any portfolio company. The tests have been carried out and independently reviewed for the year ended 30 June 2025. The Company has complied with all tests and continues to do so.

'Qualifying holdings' include shares or securities (including unsecured loans with a five year or greater maturity period) in companies which have a permanent establishment in the UK and operate a 'qualifying trade' wholly or mainly in the UK. The investment must bear a sufficient level of risk to meet a risk-to-capital condition. Eligible shares must comprise at least 10% by HMRC value of the total of the shares and securities that the Company holds in any one portfolio company. 'Qualifying trade' excludes, amongst other sectors, dealing in property or shares and securities, insurance, banking and agriculture. Details of the sectors in which

the Company is invested can be found in the pie charts on pages 15 and 16.

A 'knowledge intensive' company is one which is carrying out significant amounts of R&D from which the greater part of its business will be derived, or where those R&D activities are being carried out by staff with certain higher educational attainments.

Portfolio company gross assets must not exceed £15 million immediately prior to the investment and £16 million immediately thereafter.

As at 30 June 2025, the HMRC value of the Company's qualifying investments (which includes a 12 month disregard for disposals) was 95.52% (2024: 98.96%). The Board continues to monitor this and all the VCT qualification requirements very carefully in order to ensure that all requirements are met and that qualifying investments comfortably exceed the current minimum

Directors' report

threshold of 80% required for the Company to continue to benefit from VCT tax status. The Board and Manager are confident that the qualifying requirements can be met during the course of the year ahead.

Environment

The management and administration of the Company is undertaken by the Manager. Albion Capital Group LLP recognises the importance of its environmental responsibilities, monitors its impact on the environment, and designs and implements policies to reduce any damage that might be caused by its activities. Initiatives designed to minimise the Manager's impact on the environment include recycling, favouring digital over printing and reducing energy consumption. Further details can be found in the Environmental, Social, and Governance ("ESG") report on pages 49 to 52.

Global greenhouse gas emissions

The Company qualifies as a low energy user with regards to greenhouse gas emissions and therefore is not required to report emissions from its operations, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013, including those within our underlying investment portfolio. Therefore, the Company is outside of the scope of Streamlined Energy Carbon Reporting.

Anti-bribery

The Company has a zero tolerance approach to bribery, and will not tolerate bribery under any circumstances in any transaction the Company is involved in. The Manager reviews the anti-bribery policies and procedures of all portfolio companies.

Anti-facilitation of tax evasion

The Company has a zero tolerance approach with regards to the facilitation of criminal tax evasion and has a robust risk assessment procedure in place to

ensure compliance. The Board reviews this policy and the prevention procedures in place for all associates on a regular basis.

Diversity

The Board's policy on the recruitment of new Directors is to attract a range of backgrounds, skills and experience and to ensure that appointments are made on the grounds of merit against clear and objective criteria and bear in mind gender and other diversity within the Board. This policy also extends to the recruitment of new Directors for the Audit & Risk Committee, Nomination Committee and Remuneration Committee. The key objective of this diversity policy is to ensure that the Board and other committees, have representation from women and minority ethnic backgrounds whilst ensuring the best composition of skills.

The Board is required to disclose their compliance in relation to the targets on board diversity set out under paragraph 6.6.6R (9) of the UK Listing Rules (and corresponding AIC guidance). These are as follows:

  • (i) at least 40% of the individuals on the Board of Directors are women;
  • (ii) at least one of the senior positions on the Board of Directors is held by a woman; and
  • (iii) at least one individual on the Board of Directors is from a minority ethnic background.

The Board of Directors self-reported their gender identity and ethnic background, which offered each of the categories noted in the table below, along with the additional option to indicate an 'other category', should they wish to do so. As there are no executive management positions, this information has not been included in the table below.

As at 30 June 2025, the breakdown of the gender identity and ethnic background of the five members of the Board is as follows:

Number of
Board members
Percentage
of the Board
Senior Board
Position
Gender Identity
Men 3 60% 1
Women 2 40% 1
Not specified/prefer not to say - - -
Number of Percentage Senior Board
Ethnic Background Board members of the Board Position
White British or other White (including minority-white groups) 5 100% 2
Mixed/Multiple Ethnic Groups - - -
Asian/Asian British - - -
Black/African/Caribbean/Black British - - -
Other ethnic group, including Arab - - -
Not specified/prefer not to say - - -

The Board notes that they met two of the three targets (2024: one of the three targets), being at least 40% of the individuals on the Board of Directors are women and at least one of the senior positions of the Board of Directors is held by a woman. The Company has not met the third target of at least one individual on the Board of Directors being from a minority ethnic background. Appointments made during the year were as a result of the merger with Albion Venture Capital Trust PLC and did not result in any individuals from a minority ethnic background joining the Board. On future succession and recruitment of members of the Board, the diversity in ethnic background will continue to be considered.

More details on the Directors can be found in the Board of Directors section on pages 44 and 45.

Packaged Retail and Insurance-based Investment Products ("PRIIPs")

Investors should be aware that the PRIIPs Regulation requires the Manager, as PRIIP manufacturer, to prepare a Key Information Document ("KID") in respect of the Company. This KID must be made available by the Manager to retail investors prior to them making any investment decision and is available on the Company's webpage on the Manager's website. The Company is not responsible for the information required to be contained in the KID and investors should note that the procedures for calculating the risks, costs and potential returns are prescribed by the law. The figures in the KID may not reflect the expected returns for the Company and anticipated performance returns cannot be guaranteed.

Alternative Investment Fund Managers Directive ("AIFMD")

Under the Alternative Investment Fund Manager Regulations 2013 (as amended) the Company is a UK AIF and the Manager is a full scope UK AIFM. Ocorian Depositary (UK) Limited provides depositary services under the AIFMD.

Material changes to information required to be made available to investors of the Company

The AIFMD outlines the required information which has to be made available to investors prior to investing in an AIF and directs that material changes to this information be disclosed in the Annual Report of the AIF. There were no material changes in the year.

Assets of the Company subject to special arrangements arising from their illiquid nature

There are no assets of the Company which are subject to special arrangements arising from their illiquid nature.

Remuneration (unaudited)

The Manager has a remuneration policy which meets the requirements of the AIFMD Remuneration Code and associated Financial Conduct Authority guidance. The remuneration disclosures for the AIFM's most recent reporting period are available on the Company's webpage on the Manager's website.

Employees

The Company is managed by Albion Capital Group LLP and hence has no employees. The Board consists solely of independent non-executive Directors, who are considered key management personnel.

Directors

The Directors who held office throughout the year, and their interests in the shares of the Company (together with those of their persons closely associated) are shown in the Directors' remuneration report on page 73.

Directors' indemnity

Each Director has entered into a Deed of Indemnity with the Company which indemnifies each Director, subject to the provisions of the Companies Act 2006 and the limitations set out in each deed, against any liability arising out of any claim made against themselves in relation to the performance of their duties as a Director of the Company. A copy of each Deed of Indemnity entered into by the Company with each Director is available at the registered office of the Company. The Company also has Directors' & Officers' Liability Insurance in place. Further details of this can be found in the Director's remuneration report on page 73.

Re-election and election of Directors

The AIC Code recommends that all Directors submit themselves for re-election annually, therefore in accordance with the AIC Code, Pam Garside and Ian Spence will offer themselves for re-election. As Richard Glover, Ann Berresford and Richard Wilson have been appointed since the last AGM, they will be subject to election at the forthcoming AGM.

Advising ordinary retail investors

The Company currently conducts its affairs so that its shares can be recommended by financial intermediaries to ordinary retail investors in accordance with the FCA's rules in relation to nonmainstream investment products and intends to continue to do so for the foreseeable future. The FCA's restrictions which apply to nonmainstream investment products do not apply to the Company's shares because they are shares in a Venture Capital Trust which, for the purposes of the rules relating to non-mainstream investment products, are excluded securities and may be promoted to ordinary retail investors without restriction.

Investment and co-investment

The Company co-invests with other Albion Capital Group LLP managed funds. Allocation of investments among Albion managed VCTs is on the basis of an allocation agreement which is based, inter alia, on the ratio of cash available for investment in each of the entities and the HMRC VCT qualifying tests.

Auditor

The Audit & Risk Committee annually reviews and evaluates the standard and quality of service provided by the Auditor, as well as value for money in the provision of these services. A resolution to reappoint Johnston Carmichael LLP will be put to the AGM.

Annual General Meeting

The Company's Annual General Meeting ("AGM") will be held virtually at noon on 27 November 2025. Information on how to participate in the live webcast can be found on the Manager's website at www. albion.capital/vct-funds/CRWN.

The AGM will include a presentation from the Manager, the answering of questions relating to the business being dealt with at the meeting received from shareholders and the formal business of the AGM, which includes voting on the resolutions proposed by the Board. The Chairman will elect at the Meeting that voting on the resolutions will take place by way of a poll. Registration details for the webcast will be emailed to shareholders and will be available at www.albion.capital/vct-funds/CRWN prior to the AGM.

The Board welcomes questions from shareholders relating to the business being dealt with at the AGM and shareholders will be able to ask questions using the Lumi platform during the AGM. Alternatively, shareholders can email their questions to crownchair@ albion.capital prior to the Meeting. Questions asked will be answered during the Meeting as far as possible.

Shareholders will be able to vote during the Meeting using the Lumi platform. Shareholders are encouraged to complete and return proxy cards in advance of the AGM but those participating in the Meeting will be able to cast their votes through the Lumi platform once the Chairman declares the poll open.

The results of the poll held at the AGM will be announced through a Regulatory Information Service and will be published on the Company's webpage on the Manager's website at www.albion.capital/ vct-funds/CRWN as soon as reasonably practicable following the Meeting.

Annual General Meeting (continued)

Shareholders' views are important, and the Board encourages shareholders to vote on the resolutions. You can cast your vote by using the proxy form enclosed with this Annual Report or electronically at www.eproxyappointment.com. The Board has carefully considered the business to be approved at the AGM and recommends shareholders to vote in favour of all the resolutions being proposed.

Full details of the business to be conducted at the AGM are given in the Notice of AGM on pages 113 to 115. The ordinary business resolutions 1 to 9 includes receiving and adopting the Company's accounts, to approve the Directors' annual remuneration report, to elect or re-elect Directors, and to reappoint Johnston Carmichael LLP as auditor for the next year end and to agree their remuneration. Resolutions relating to the following items of special business will be proposed at the forthcoming AGM for which shareholder approval is required in order to comply either with the Companies Act or the Company's articles of association. The authorities relating to the allotment of shares, the disapplication of pre-emption rights and the purchase of own shares will replace the authorities given to the Directors at the 2024 AGM and/or at the general meeting of the Company held on 11 December 2024. The authorities sought at the forthcoming AGM in relation to these will expire 15 months from the date that the resolution is passed or at the conclusion of the next AGM of the Company, whichever is earlier. The authorities relating to the continued operation of the Company's dividend reinvestment schemes relates to all dividends that may be declared on the class of shares that the relevant scheme applies to within the period from the passing of the relevant ordinary resolution and ending at the conclusion of the fifth AGM of the Company to be held following the date of the forthcoming AGM.

Authority to allot shares

Ordinary resolution number 10 will request the authority to allot Ordinary shares up to an aggregate nominal amount of £1,298,142 representing approximately 30% of the issued Ordinary share capital of the Company as at the date of this report, and C shares up to an aggregate nominal amount of £263,181 representing approximately 20% of the issued C share capital of the Company as at the date of this report.

During the financial year, Ordinary shares and C shares were allotted as described in note 16.

Authority to continue the dividend reinvestment scheme for Ordinary shares and to allot shares under that scheme

Ordinary resolution number 11 will request shareholder authority to continue to apply the Company's dividend re-investment schemes in relation to the Ordinary share class on the current terms and conditions of that scheme (as set out on the Company's webpage on www.albion.capital/vctfunds/CRWN) and apply such scheme to all dividends that may be declared on the Ordinary shares within the period from the passing of ordinary resolution number 11 and ending at the conclusion of the fifth AGM of the Company to be held following the date of the forthcoming AGM, and pursuant to that scheme to allot Ordinary shares up to an aggregate nominal amount of £432,714 representing approximately 10% of the issued Ordinary share capital of the Company as at the date of the Notice of AGM. This authority to allot Ordinary shares under the dividend reinvestment scheme is in addition to the general authority to allot Ordinary shares set out in ordinary resolution number 10 (and the authority to continue the dividend reinvestment scheme for Ordinary shares is in addition to the authority to apply the Company's dividend reinvestment scheme in relation to the C share class).

The Board continues to believe that it is beneficial for the Company to be able to satisfy the payment of dividends by the issue to shareholders of new Ordinary shares and C shares. Ordinary resolution number 11 seeks authority from shareholders to do so in relation to the Ordinary shares (the relevant authorities for the establishment and operation of the dividend reinvestment scheme for C shares having been obtained at the general meeting of the Company held on 11 December 2024).

During the financial year, Ordinary shares and C shares were allotted under the respective dividend reinvestment scheme as described in detail in note 16.

In relation to the authorities referred to above, the Directors' current intention is to allot Ordinary shares under any Albion VCTs Top Up Offers and Ordinary

Annual General Meeting

shares and C shares under the relevant dividend reinvestment scheme. The Company currently holds 45,787,992 Ordinary shares in treasury (which represents 10.6% of the total Ordinary share capital in issue as at the date of this report).

Disapplication of pre-emption rights

Special resolution number 12 will request the authority for the Directors to allot equity securities for cash without first being required to offer such securities to existing members. This will include the sale on a non pre-emptive basis of any shares the Company holds in treasury for cash. The authority relates to a maximum aggregate of £1,298,142 of the nominal value of the Ordinary shares, representing approximately 30% of the issued Ordinary share capital of the Company as at the date of the Notice of AGM, and £263,181 of nominal value of C shares, representing approximately 20% of the issued C share capital of the Company as at the date of the Notice of AGM.

Purchase of own shares

Special resolution number 13 will request the authority to purchase 14.99% of the Company's issued Ordinary share capital and C share capital, respectively, at, or between, the relevant minimum and maximum prices specified in resolution 13. Ordinary shares and C shares bought back under this authority may be cancelled or held in treasury.

The Board believes that it is helpful for the Company to continue to have the flexibility to buy its own Ordinary shares and C shares and this resolution seeks authority from shareholders to do so. Details of share buy-backs during the financial year can be found in note 16.

Recommendation

The Board believes that the passing of the resolutions above is in the best interests of the Company and its shareholders as a whole and unanimously recommends that you vote in favour of these resolutions, as the Directors intend to do in respect of their own shareholdings.

Disclosure of information to Auditor

In the case of the persons who are Directors of the Company at the date of approval of this report:

  • so far as each of the Directors are aware, there is no relevant audit information of which the Company's Auditor is unaware; and
  • each of the Directors has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company's Auditor is aware of that information.

This disclosure is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006.

For and on behalf of the Board

Richard Glover

Chairman 13 October 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare Financial Statements for each financial year. Under that law the Directors have elected to prepare the Company's Financial Statements in accordance with United Kingdom Generally Accepted Accounting Practice ("UK GAAP") (United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss for the Company for that period. In preparing these Financial Statements, the Directors are required to;

  • select suitable accounting policies and then apply them consistently;
  • make judgements and accounting estimates that are reasonable and prudent;
  • state whether they have been prepared in accordance with UK GAAP subject to any material departures disclosed and explained in the Financial Statements;
  • prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business; and
  • prepare a Directors' report, a Strategic report and Directors' remuneration report which comply with the requirements of the Companies Act 2006.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for ensuring that the Annual Report and Financial Statements, taken as a whole are fair, balanced, and understandable and provides the information necessary for shareholders to assess the Company's position, performance, business model and strategy.

Website publication

The Directors are responsible for ensuring the Annual Report and Financial Statements are made available on a website. Financial Statements are published on the Company's webpage on the Manager's website (www.albion.capital/vct-funds/CRWN) in accordance with legislation in the United Kingdom governing the preparation and dissemination of Financial Statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Manager's website is, so far as it relates to the Company, the responsibility of the Manager.

The work carried out by the Auditor does not involve consideration of the maintenance and integrity of the website and, accordingly, the Auditor accepts no responsibility for any changes that have occurred to the Financial Statements since they were initially presented on the website.

Directors' responsibilities pursuant to Disclosure Guidance and Transparency Rule 4 of the UK Listing Authority

The Directors confirm to the best of their knowledge:

  • The Financial Statements which have been prepared in accordance with UK GAAP and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company;
  • The Annual Report includes a fair review of the development and performance of the business and the financial position of the Company, together with a description of the principal risks and uncertainties that it faces; and
  • The Annual Report and Financial Statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

For and on behalf of the Board

Richard Glover

Chairman 13 October 2025

STATEMENT OF CORPORATE GOVERNANCE

Background

The Financial Conduct Authority requires all companies listed on a regulated market to disclose how they have applied the principles and complied with the provisions of the UK Corporate Governance Code (the "Code") issued by the Financial Reporting Council ("FRC") in 2018.

The Board has considered the Principles and Provisions of the AIC Code of Corporate Governance ("AIC Code"). The AIC Code addresses the Principles and Provisions set out in the Code, as well as setting out additional Provisions on issues that are of specific relevance to the Company and other investment companies. Closed-ended investment companies have particular factors which have an impact on their governance arrangements, principally from four features: outsourcing their day-to-day activities to external service providers and being governed by boards of non-executive directors; the importance of the Manager in the outsourcing compared to a typical supplier; having no executive directors or employees and consequently no executive remuneration packages; and no customers in the traditional sense, only shareholders.

The Board considers that reporting against the Principles and Provisions of the AIC Code, which has been endorsed by the FRC, provides more relevant information to shareholders. The Company has applied the Principles and complied with the Provisions of the AIC Code, other than the AIC Corporate Governance Code Provision 24. Non-compliance of this provision is explained in the 'Board of Directors' section below, however following the year end, the Directors have agreed a policy for the tenure of the Chair, and now comply with Provision 24 of the Code. A table providing further explanations of how the Company has applied the Principles of the AIC Code during the year is available in the Corporate governance section of the Company's webpage on the Manager's website, www. albion.capital/vct-funds/CRWN.

The AIC Code is available on the AIC website (www. theaic.co.uk). It includes an explanation of how the AIC Code adapts the Principles and Provisions set out in the Code to make them relevant for investment companies.

Board of Directors

The Board consists solely of non-executive Directors. Richard Glover is the Chairman of the Board and Chairman of the Nomination Committee, Ann Berresford is the Chairman of the Audit & Risk Committee, Pam Garside is the Senior Independent Director and Ian Spence is the Chairman of the Remuneration Committee. All Directors are nonexecutive and day-to-day management responsibilities are sub-contracted to the Manager.

During the year ended 30 June 2025, the Board did not have a policy of limiting the tenure of any Director, including for that of the Chair. Following the year end, and having regard to the AIC's recommendation on tenure, the Board have agreed to a policy of limiting the tenure of Directors to nine years, subject to extenuating circumstances. The AIC Corporate Governance Code Provision 24 supplementary guidance states that a more flexible approach to Chair tenure will help companies manage succession planning, whilst at the same time still address the need for regular refreshment and diversity. Therefore, after the year end the Board agreed the policy on the tenure for the Chair is to limit their time as Chair to nine years, subject to extenuating circumstances. This policy will help ensure sufficient succession planning, maintaining sufficient corporate memory and experience to the Board as required.

The AIC Code requires that all Directors submit themselves for re-election annually, therefore in accordance with the AIC Code, Pamela Garside and Ian Spence will offer themselves for re-election. As Richard Glover, Ann Berresford and Richard Wilson have been appointed since the last AGM, they will be subject to election at the forthcoming AGM.

The Directors have a range of business and financial skills, including serving on the boards of other investment companies, which are relevant to the Company; these are described in the Board of Directors section of this report on pages 44 and 45. All of the Directors have demonstrated that they have sufficient time, skill and

Audit & Risk Nomination Remuneration
Board Committee Committee Committee
Richard Glover (appointed 19 December 2024) 2 (2) 2 (2) 0 (0) 0 (0)
Ann Berresford (appointed 19 December 2024) 2 (2) 2 (2) 0 (0) 0 (0)
Pamela Garside 7 (7) 3 (3) 2 (2) 1 (1)
Ian Spence 7 (7) 3 (3) 2 (2) 1 (1)
Richard Wilson (appointed 19 December 2024) 2 (2) 2 (2) 0 (0) 0 (0)
James Agnew (retired 19 December 2024) 5 (5) 1 (1) 2 (2) 1 (1)
Tony Ellingham (retired 19 December 2024) 5 (5) 1 (1) 2 (2) 1 (1)

Number of meetings attended during the year (number of meetings eligible to attend)

experience to acquit their Board responsibilities and to work together effectively. Directors are provided with key information on the Company's activities, including regulatory and statutory requirements, by the Manager. The Manager additionally provides them with an Internal Controls Report, which enables the Board to consider the effectiveness of the Manager's risk management system. The Board have reviewed this report for the year ended 30 June 2025 and are satisfied with the assessment. The Board has access to secretarial advice and compliance services by the Manager, who is responsible for ensuring that Board procedures are followed and applicable procedures complied with. All Directors are able to take independent professional advice in furtherance of their duties if necessary. The Company has in place Directors' & Officers' Liability Insurance.

The Directors consider membership of the Board is diverse in relation to experience and balance of skills. Further details on diversity can be found on pages 56 and 57. Further details on the recruitment of new directors can be found in the Nomination Committee section on page 67.

The Board met four times during the year as part of its regular programme of quarterly Board meetings. The following table sets out the Directors' attendance at Board and Committee meetings during the year ended 30 June 2025, with the number of meetings each Director was eligible to attend in brackets. As Richard Glover, Ann Berresford and Richard Wilson joined the Board on 19 December 2024, they were not eligible to attend all of the Company's meetings in the year, however they each attended all three of the regular quarterly Board meetings for AAVC in 2024.

A sub-committee of the Board comprising at least two Directors met during the year to allot shares issued under the Dividend Reinvestment Scheme. The Board met a number of times to discuss and approve the Circular relating to the merger and the terms and contents of the Offer Documents under the Albion VCTs' Prospectus Top Up Offers. Various Board members also engaged with the Manager and other service providers to the Company during the course of the year in furtherance of their duties, as well as regular contact between individual members of the Board. Representatives of the Manager attend all Board meetings and participate in Board discussions, other than on matters where there might be a perceived conflict of interest between the Manager and the Company. During the course of the year, the Nomination and Remuneration Committees had a series of meetings to discuss proposed changes to board membership and remuneration.

Statement of corporate governance

The Chairman ensures that all Directors receive, in a timely manner, all relevant management, regulatory and financial information. The Board receives and considers reports regularly from the Manager and other key advisers, and ad hoc reports and information are supplied to the Board as required. The Board has a formal schedule of matters reserved for it and the agreement between the Company and its Manager sets out the matters over which the Manager has discretion and limits beyond which Board approval must be sought.

The Manager has discretion with the support of the Board over the management of the investment portfolio, the organisation of custodial services, accounting, secretarial and administrative services, all of which are subject to Board oversight. The main issues reserved for the Board include:

  • the appointment, evaluation, remuneration and removal of the Manager;
  • the consideration and approval of future developments or changes to the investment policy, including risk and asset allocation;
  • consideration of corporate strategy and corporate events that arise;
  • application of the principles of the AIC Code, corporate governance and risk management and internal control framework;
  • review of sub-committee recommendations, including the recommendation to shareholders for the appointment and remuneration of the Auditor;
  • approving the Annual Report and Financial Statements, the Half-yearly Financial Report, the Interim Management Statements (which the Company will continue to publish), net asset value updates (where required), and the associated announcements;
  • approval of the dividend policy and payments of appropriate dividends to shareholders;
  • the performance of the Company, including monitoring of the discount of share prices to the net asset values;
  • share buy-back and treasury share policies;
  • participation in Dividend Reinvestment Schemes and Top Up Offers; and
  • monitoring shareholder profile and considering shareholder communications.

Given the size, nature and complexity of the Company, the Board currently considers it unnecessary to establish a Management Engagement Committee.

It is the responsibility of the Board to present an Annual Report and Financial Statements that are fair, balanced and understandable, which provides the information necessary for shareholders to assess the position, performance, strategy and business model of the Company.

Remuneration Committee

The Remuneration Committee has acted in accordance with the provisions of the AIC Code issued in 2019. The Remuneration Committee consists of all Directors, with Ian Spence as Chairman. The Committee meets annually and held one formal meeting during the year.

All Directors sit on the Remuneration Committee as their balance of skills and knowledge are relevant to the committee's responsibilities. The terms of reference for the Remuneration Committee can be found on the Company's webpage on the Manager's website at www. albion.capital/vct-funds/CRWN under the "Corporate Governance" section.

Audit & Risk Committee

The Audit & Risk Committee consists of all Directors, with Ann Berresford as Chairman. In accordance with the AIC Code, members of the Audit & Risk Committee have recent and relevant financial experience, as well as experience relevant to the sector. Given the size of the Board and the complexity of the business, Richard Glover is both Chairman of the Board and a member of the Audit & Risk Committee. In accordance with AIC Code Provision 29, his background, skills and experience are also relevant for the Committee's responsibilities. The Committee met twice during the year ended 30 June 2025.

The Audit & Risk Committee Chair met with the audit engagement partner during the planning and completion phases of the audit to discuss audit strategy and to discuss the audit findings. The independent Auditor, Johnston Carmichael LLP, attended the Audit & Risk Committee meeting at which the Annual Report and Financial Statements for the year ended 30 June 2025 were discussed.

Johnston Carmichael LLP also met with the Audit & Risk Committee without the presence of the Manager. Written terms of reference have been constituted for the Audit & Risk Committee and can be found on the Company's webpage on the Manager's website at www. albion.capital/vct-funds/CRWN under the "Corporate Governance" section.

During the year under review, the Audit & Risk Committee discharged its responsibilities including:

  • formally reviewing the Annual Report and Financial Statements and the Half-yearly Financial Report, with particular focus on the main areas requiring judgement and on critical accounting policies;
  • reviewing the effectiveness of the risk management and internal controls framework and examination of the Internal Controls Report produced by the Manager;
  • meeting with the external Auditor and reviewing their findings, and evaluating their performance;
  • highlighting the key risks and specific issues relating to the Financial Statements including the reasonableness of valuations, compliance with accounting standards and UK law, corporate governance and listing and disclosure rules as well as going concern and viability statements. These issues were addressed through detailed review, discussion and challenge by the Board of these matters, as well as by reference to underlying technical information to back-up the discussions. Taking into account risk factors that impact on the Company both as reflected in the annual accounts and in a detailed risk matrix, both of which are reviewed periodically in detail, including in the context of emerging risks;
  • advising the Board on whether the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position, performance, business model and strategy; and
  • reporting to the Board on how it has discharged its responsibilities.

In addition to normal business referred to above, the Audit & Risk Committee were actively involved in providing oversight over key aspects of the merger with AAVC specifically they:

  • reviewed the independence, terms of reference and scope of work of the reporting accountant to the circular;
  • reviewed the valuations and the merger calculations;
  • met with the reporting accountant and discussed their findings relating to the merger calculation; and
  • reported to the Board on how it has discharged its responsibilities.

The Board, and particularly the Audit & Risk Committee, monitors closely developments in the provision of audit services and is aware that the costs of rendering audit services from most audit firms are increasing significantly, with more pressure on those firms who provide services to listed companies and for those companies operating in a regulated environment. Due to these increasing pressures on audit firms and their reporting, the Company expects an increase in costs across the market. The Board is satisfied from discussions with the current audit firm and from scrutiny of what is happening elsewhere, that Johnston Carmichael LLP continues to provide the Company with an independent and expert review of its financial reporting from an audit firm with significant experience in the sector and on a competitive fee base for the work required in reporting on an extensive portfolio of unquoted investments.

The Committee also examines going concern and viability statements, using financial projections provided by the Manager on the Company and by examining the liquidity in the Company's portfolio, including cash and realisable investments, the committed costs of the Company and where liquidity might be found if required. The Audit & Risk Committee also receives regular reports on compliance with VCT status, which is subject to various internal controls and external review when investment commitments are made.

In line with Provision 34 of the AIC Code (applicable for accounting periods beginning on or after 1 January 2026), the Audit & Risk Committee monitors the Company's risk management and internal controls framework and undertakes a review of its effectiveness at each Committee meeting, based on a risk matrix provided by the Manager. The monitoring and review cover all material controls, including financial, operational, reporting and compliance controls.

Statement of corporate governance

The Audit & Risk Committee reviews periodic reports prepared by specialist professionals on behalf of the Manager. Each year there is a different sphere of focus and this includes reports on internal audits, compliance reviews, company secretarial and corporate governance reviews, and cyber security audits. The Committee can ask specific detailed questions in order to satisfy itself that the Manager has strong systems and controls in place including those in relation to business continuity and cyber security. The Audit & Risk Committee declares that all material controls are deemed effective as at 30 June 2025.

Financial Statements

The Audit & Risk Committee has initial responsibility for reviewing the Financial Statements and reporting on any significant issues that arise in relation to the audit of the Financial Statements as outlined below. Such issues were communicated with the external Auditor with the approval of the audit strategy and at the completion of the audit of the Financial Statements. No conflicts arose between the Audit & Risk Committee and the external Auditor in respect of their work during the year.

The key accounting and reporting issues considered by the Committee were:

The valuation of the Company's investments

Valuations of investments are prepared by the Manager. The Audit & Risk Committee reviewed the estimates and judgements made in relation to these investments and were satisfied that they were appropriate. The Committee also discussed the controls in place over the valuation of investments. The Committee recommended investment valuations to the Board for approval.

Revenue recognition

The revenue generated from loan stock interest and dividend income has been considered by the Audit & Risk Committee as part of its review of the Annual Report as well as a quarterly review of the management accounts prepared by the Manager. The Audit & Risk Committee has considered the controls in place over revenue recognition to ensure that amounts received are in line with expectation and budget.

Information to be included in the Annual Financial Report and Financial Statements under 6.6.1(R) of the UK Listing Rules:

All items to be included under 6.6.1(R) of the UK Listing Rules are not applicable to the Company and therefore

have not been included in this Annual Report and Financial Statements.

Following rigorous reviews of the Annual Report and Financial Statements and consideration of the key areas of risk identified, the Board as a whole have concluded that the Financial Statements are fair, balanced and understandable and that they provide the information necessary for shareholders to assess the Company's position, performance, business model and strategy.

Relationship with the external Auditor

The Audit & Risk Committee reviews the performance and continued suitability of the Company's external Auditor on an annual basis. They assess the external Auditor's independence, qualification, extent of relevant experience, effectiveness of audit procedures as well as the robustness of their quality assurance procedures. In advance of each audit, the Committee obtains confirmation from the external Auditor that they are independent. No non-audit services were provided during the financial year ended 30 June 2025.

As part of its work, the Audit & Risk Committee has undertaken a formal evaluation of the external Auditor against the following criteria:

  • Qualification
  • Expertise
  • Resources
  • Effectiveness
  • Independence

• Leadership

In order to form a view of the effectiveness of the external audit process, the Committee took into account information from the Manager regarding the audit process, the formal documentation issued to the Audit & Risk Committee and the Board by the external Auditor regarding the external audit for the year ended 30 June 2025, and assessments made by individual Directors. The Audit & Risk Committee also has regard to matters reported in the external Auditor's statutory "Transparency Report" which includes details about their approach to audit quality and the results of external quality monitoring. There were no adverse findings arising from these review procedures.

The Audit & Risk Committee also has an annual meeting with the external Auditor, without the

Manager present, at which pertinent questions are asked to help the Audit & Risk Committee determine if the Auditor's skills and approach to the annual audit and issues that arise during the course of the audit match all the relevant and appropriate criteria for the audit to have been an effective and objective review of the Company's year-end reporting.

Based on the assurance obtained, the Audit & Risk Committee recommended to the Board a resolution to reappoint Johnston Carmichael LLP as Auditor at the forthcoming Annual General Meeting.

Nomination Committee

The Nomination Committee consists of all Directors with Richard Glover as Chairman. Given the small size of the Board, it is considered beneficial to have all Directors as members of the Nomination Committee, as the Board believe all members provide the necessary balance and diversity of opinion required to make appropriate decisions. The Chairman would not be on the Nomination Committee if dealing with the appointment of his successor. The terms of reference of the Nomination Committee are to evaluate the balance of skills, experience and time commitment of the current Board members and make recommendations to the Board as and when a particular appointment arises.

The Board's policy on the recruitment of new Directors is to attract a range of backgrounds, skills and experience and to ensure that appointments are made on the grounds of merit against clear and objective criteria whilst adhering to the Company's diversity policy. More details on the Company's diversity policy and its objectives can be found in the Directors report

on pages 56 and 57. The Board is also mindful of the importance of creating good working relationships within the Board and with external agents. The Nomination Committee reviews succession planning regularly which includes considering tenure of existing Board members and any potential skills gaps that might need to be addressed when board membership changes.

The composition of the Board was reviewed at the time of the merger discussions with Albion Venture Capital Trust PLC and it was determined that the Board should consist of members from both companies to provide continuity for shareholders of the two companies and knowledge of the respective portfolios and company histories. It was decided to invite Richard Glover, Ann Berresford and Richard Wilson to be Directors of the Company, taking into consideration their experience as non-executive directors of Albion Venture Capital Trust PLC prior to the merger. Accordingly, the Board considered that the use of an external search consultancy was not necessary. The Nomination Committee held two formal meetings during the year.

Committees' and Directors' performance evaluation

Performance of the Board and the Directors is assessed on the following bases:

  • attendance at Board and Committee meetings;
  • the contribution made by individual Directors at, and outside of, Board and Committee meetings; and
  • completion of a detailed internal assessment process and annual performance evaluation conducted by the Chairman. The Senior Independent Director reviews the Chairman's annual performance evaluation.

Statement of corporate governance

Each year a formal performance evaluation is undertaken of the Board as a whole, its Committees and each of the Directors. A summary of the findings is submitted to the Board, which are discussed and an action plan is agreed if appropriate. There were no issues requiring action in the year.

The evaluation process has consistently identified that the Board works well together and has the right balance of skills, experience, independence and knowledge for the effective governance of the Company. Diversity within the Board is achieved through the appointment of Directors with different backgrounds and skills.

Directors are offered training, both at the time of joining the Board and on other occasions where required. The Directors attend external courses and industry events which provide further experience to help them fulfil their responsibilities. The Board also undertakes a proper and thorough evaluation of its committees on an annual basis.

The Directors offering themselves for election/reelection have a diverse range of backgrounds, skills and experience, all of which are of benefit to the Company. A summary of their qualities and contributions to the Company's long term success include: extensive experience in non-executive director roles; experience working in technology focused start-ups, private equity and corporate banking; angel investing in early stage companies; and qualified chartered accountants. For more details on the specific background, skills and experience of each Director, please see the Board of Directors section on pages 44 and 45.

In light of the performance of the individual Directors and the structured performance evaluation, Richard Glover, Ann Berresford, Pamela Garside, Ian Spence and Richard Wilson are considered to be effective Directors who demonstrate strong commitment to the role. The Board believes it to be in the best interest of the Company to appoint/re-appoint these Directors at the forthcoming Annual General Meeting and has nominated them for election or re-election accordingly.

Terms of reference for the Nomination Committee can be found on the Company's webpage on the Manager's website at www.albion.capital/vct-funds/CRWN under the "Corporate Governance" section.

Internal control

In accordance with the AIC Code, the Board has an established process for identifying, evaluating and managing the significant risks faced by the Company. This process has been in place throughout the year and continues to be subject to regular review by the Board in accordance with the FRC guidance "Risk Management, Internal Control and Related Financial and Business Reporting". The Board is responsible for the Company's risk management and internal control framework and for reviewing its effectiveness. However, acknowledging that such a system is designed to manage, rather than eliminate the risks of failure to achieve the Company's business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.

The Board, assisted by the Audit & Risk Committee, monitors all material controls, including financial, operational and compliance controls, and risk management. The Audit & Risk Committee receives each year from the Manager a formal report, which details the steps taken to monitor the areas of risk, including those that are not directly the responsibility of the Manager, and which reports the details of any known internal control failures. Steps continue to be taken to embed the system of internal control and risk management into the operations and culture of the Company and its key suppliers, and to deal with areas of improvement which come to the Manager's and the Audit & Risk Committee's attention.

The Board, through the Audit & Risk Committee, has conducted its annual review of the effectiveness of the risk management and internal control framework, which included all material controls. The Audit & Risk Committee were satisfied that the framework was operating effectively and no weaknesses had been identified.

The main features of the internal control system with respect to financial reporting, operations and compliance implemented throughout the year are:

  • segregation of duties between the preparation of valuations and recording into accounting records;
  • reviews of valuations are carried out by the Valuation Committee and reviews of financial reports are carried out by the Senior Finance personnel and the Operations Partner of Albion Capital Group LLP;

  • independent third party valuations of the majority of the asset-based investments within the portfolio are undertaken annually;

  • bank reconciliations are carried out monthly by the Manager;
  • all published financial reports are reviewed by the Manager's Compliance department;
  • the Board reviews financial information;
  • a separate Audit & Risk Committee of the Company reviews financial information (including valuations) to be published;
  • the Board reviews quarterly VCT monitoring reports produced by Philip Hare & Associates LLP;
  • the Board reviews quarterly reports produced by the Company's Depositary, Ocorian Depositary (UK) Limited;
  • email encryption software is used for all sensitive information on the Manager's IT systems; and
  • the Manager's internal audit report is reviewed on an annual basis.

The Board, assisted by the Audit & Risk Committee, conducted its annual review of the effectiveness of the risk management and internal control framework, which included all material controls. Items included the nature of the risk, possible consequences, the impact, pre-mitigation risk assessment, risk mitigation and management controls and a post-mitigation risk assessment. It was noted that not all risks could be eliminated or reduced, but best efforts were used to mitigate them as far as possible in the nature that some risks are exogenous in nature and which the Board have limited capacity to control. The principal risks and uncertainties are explained in detail on pages 25 to 29. The Audit & Risk Committee were satisfied that the framework was operating effectively and no material weakness had been identified.

During the year, as the Board has delegated the investment management and administration to Albion Capital Group LLP, the Board feels that it is not necessary to have its own internal audit function. Albion Capital Group LLP had an external regulatory health check in the year by specialist consultancy firm Bovill Newgate. This was to confirm adequate policies, procedures and compliance training are in place to comply with the FCA rules for an investment manager and full scope AIFM and that there is effective governance and compliance oversight. The Board has had access to the report. Additionally, Albion Capital Group LLP are currently undergoing a corporate governance health check by Lavery Governance Consulting. The Board will have access to the report once the health check has been completed. The Board will continue to monitor its system of internal control in order to provide assurance that it operates as intended.

In addition to this, Ocorian Depositary (UK) Limited, the Company's external Depositary, provides cash monitoring, asset verification, and oversight services to the Company and reports to the Board on a quarterly basis. The Board and the Audit & Risk Committee will continue to monitor its system of internal control in order to provide assurance that it operates as intended.

Conflicts of interest

Directors review and sign off the disclosure of conflicts of interest annually, with any changes reviewed and noted at the beginning of each Board meeting. A Director who has conflicts of interest has two independent Directors authorise those conflicts and is excluded from discussions or decisions regarding those conflicts. Procedures to disclose and authorise conflicts of interest have been adhered to throughout the year.

Capital structure and Articles of Association

Details regarding the Company's capital structure, substantial interests and Director's powers to issue and buy-back shares are detailed in full on pages 53 and 54 of the Directors' report. The Company is not party to any significant agreements that may take effect, alter or terminate upon a change of control of the Company following a takeover bid.

Any amendments to the Company's Articles of Association are by way of a special resolution passed by shareholders.

Relationships with shareholders and other stakeholders

The Company's Annual General Meeting is on 27 November 2025. The AGM will include a presentation from the Manager on the portfolio and on the Company, as well as answering questions relating to the business being dealt with that shareholders may have. The AGM will be held virtually.

Shareholders are also invited to attend the annual Shareholders' Seminar, an event hosted by the

Statement of corporate governance

Manager. Last year's event was held on 20 November 2024, at No. 11 Cavendish Square, London. The seminar included some of the portfolio companies sharing insights into their businesses and presentations from Albion executives on some of the key factors affecting the investment outlook, as well as a review of the past year and the plans for the year ahead. Representatives of the Board attended the seminar. The Board considers this an important interactive engagement and invites shareholders to attend this year's event scheduled for 18 November 2025 at No. 11 Cavendish Square, London. Further information will be available nearer the time.

Shareholders and financial advisers are able to obtain information on holdings and performance using the contact details provided on page 4.

The Company's share buy-back programme operates in the market through brokers. As the Company's shares are quoted on the London Stock Exchange, investors should approach their own broker to sell their shares. Banks may be able to assist shareholders with a referral to a broker within their banking group. More information on share buy-backs can be found in the Chairman's statement on page 13.

Statement of compliance

The Directors consider that the Company has complied throughout the year ended 30 June 2025 with all the relevant provisions set out in the AIC Code issued in 2019, aside from Provision 24 as explained on page 62. By reporting against the AIC Code, the Board are meeting their obligations in relation to the 2018 UK Corporate Governance Code (and associated disclosure requirements under paragraph 6.6.6R of the UK Listing Rules). The Directors also consider that they are complying with their statutory responsibilities and other regulatory provisions which have a bearing on the Company.

For and on behalf of the Board

Richard Glover

Chairman 13 October 2025

DIRECTORS' REMUNERATION REPORT

Introduction

This report is submitted in accordance with Section 420 of the Companies Act 2006 and describes how the Board has applied the principles relating to the Directors' remuneration. An ordinary resolution will be proposed at the Annual General Meeting of the Company to be held on 27 November 2025 for the approval of the Annual Directors' Remuneration Report as set out below. The Company's independent Auditor, Johnston Carmichael LLP, is required to give its opinion on certain information included in this report, as indicated below. The Auditor's opinion is included in the Independent Auditor's Report.

Directors' remuneration policy

The Company's policy is that fees payable to nonexecutive Directors should reflect their expertise, responsibilities and time spent on Company matters. In determining the level of non-executive remuneration, market equivalents are considered in comparison to the overall activities and size of the Company. It is not considered appropriate that Directors' remuneration should be performance related, and none of the Directors are eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits in respect of their services as non-executive Directors of the Company

The Board alongside the Remuneration Committee are responsible for reviewing the remuneration of the Directors and the Director's remuneration policy to ensure that it reflects the duties, responsibilities and value of time spent by the Directors on the business of the Company. The Company does not retain external advisers in relation to remuneration matters but will access information about directors' fees paid by other companies of a similar size and type when considering changes to Directors' remuneration or the remuneration policy. The Directors have discretion over their remuneration and the remuneration policy, however any changes are subject to Board and Remuneration Committee approval and, where material, are subject to shareholder approval at the AGM. No director is involved in deciding their own

remuneration. The current maximum level of nonexecutive Directors' remuneration is £150,000 per annum in aggregate which is fixed by the Company's Articles of Association; changes to that maximum level of remuneration can be made by an ordinary resolution passed by shareholders.

None of the Directors have a service contract with the Company. There is a three month notice period for all Directors, however their contract with the Company can be terminated with immediate effect if they materially breached their obligations as a Director. Upon termination, the Director will only be able to receive fees as may have been accrued to the date of termination, together with the reimbursement of any expenses properly incurred before the termination date. On being appointed to the Board, Directors receive a letter from the Company setting out the terms of their appointment and their specific duties and responsibilities, which are kept at the Manager's registered address. The Company is managed by Albion Capital Group LLP and has no employees. The Board consists solely of non-executive Directors, who are considered key management personnel.

Annual statement from the Chairman of the Remuneration Committee

The Remuneration Committee comprises all Directors with Ian Spence as Chairman. In 2023 the Remuneration Committee conducted a full remuneration review as part of its succession planning and review of individual board responsibilities, committee structure and overall make-up of the Board. It was concluded that it was in the interests of the Company to have a small but engaged board, with the requisite breadth of experience, to oversee the activities of the Company and to contribute to the Company's development through that experience. It was agreed that from 1 July 2023 the base level remuneration would be £31,000 for the Chairman, £29,000 for the Audit & Risk Committee Chairman and £26,000 for non-executive Directors.

The Remuneration Committee, consisting at the time of Ian Spence, James Agnew, Pamela Garside and Tony Ellingham, met during the year to review

Directors' remuneration report

Directors' responsibilities and fees against the market and concluded that the Directors' remuneration, as outlined above, remained appropriate and so proposed no changes. The committee was not provided any additional services or advice that materially assisted their considerations of the matter. It is expected that it will be reviewed in 2026 and following that, every three years, at the same time as considering and approving the Company's remuneration policy.

Annual report on remuneration

The Remuneration Committee determines the remuneration of individual Directors within the framework set by the Board. The Committee meets at least once a year.

Shareholders' views in respect of Directors' remuneration are regarded highly and the Board encourages shareholders' to participate in its Annual General Meeting in order to communicate their thoughts to the Board, which it takes into account where appropriate when formulating its policy. At the last Annual General Meeting, 97.8% of shareholders who voted, voted for the resolution approving the Directors' remuneration report, 2.2% of shareholders voted against the resolution and of the total votes cast, 481,964 were withheld (being 0.2% of total voting rights), which shows significant shareholder support from those who voted.

Total Directors' remuneration (audited)

The Director's remuneration and interests in the shares of the Company which are shown in the tables below have been audited.

The tables below show an analysis of the remuneration, excluding National Insurance, of individual Directors who served during the last two years and the annual

Total Directors' remuneration (audited)

Year ended
30 June 2025
Year ended
30 June 2024
£ £
Richard Glover (appointed 19 December 2024) 16,583 -
James Agnew (retired 19 December 2024) 14,467 30,200
Ann Berresford (appointed 19 December 2024) 15,513 -
Tony Ellingham (retired 19 December 2024) 13,533 23,500
Pamela Garside 26,000 26,000
Ian Spence 26,000 26,000
Richard Wilson (appointed 19 December 2024) 13,909 -
Penny Freer (retired 22 November 2023) - 12,200
126,005 117,900

Annual percentage change in Directors' remuneration

Percentage Percentage Percentage Percentage Percentage
change change change change change
2024 to 2025 2023 to 2024 2022 to 2023 2021 to 2022 2020 to 2021
% % % % %
Richard Glover (appointed 19 December 2024) n/a n/a n/a n/a n/a
James Agnew (retired 19 December 2024) (52) 19 3 8 1
Ann Berresford (appointed 19 December 2024) n/a n/a n/a n/a n/a
Tony Ellingham (retired 19 December 2024) (42) n/a n/a n/a n/a
Pamela Garside - 11 2 5 -
Ian Spence - 11 2 5 500
Richard Wilson (appointed 19 December 2024) n/a n/a n/a n/a n/a
Penny Freer (retired 22 November 2023) n/a n/a 3 13 7
Richard Huntingford (retired 30 September 2020) n/a n/a n/a n/a (75)
Total overall change 7 18 2 1 (3)

percentage change in Directors' remuneration who served during the last five years. The changes from 2024 to 2025 are due to Richard Glover becoming the Chairman part way through 2024, Ann Berresford and Richard Wilson joining the Board part way through 2024 and James Agnew and Tony Ellingham retiring from the Board on 19 December 2024. The changes from 2023 to 2024 are due to the increase of the base remuneration of each of the Directors' positions during the year, effective from 1 July 2023.

The table below sets out the expected Directors' remuneration (excluding National Insurance contributions) for the year ending 30 June 2026.

The Company does not confer any share options, longterm incentives or retirement benefits to any Director, nor does it make a contribution to any pension scheme on behalf of the Directors. There are therefore no variable elements to the Directors' remuneration.

Each Director of the Company was remunerated personally through the Manager's payroll which has been recharged to the Company. Directors were also reimbursed for authorised expenses totalling £130 (2024: £nil) during the year. There were no payments for loss of office made to any of the Directors during the year (2024: £nil). In addition to Directors' remuneration, the Company paid an annual premium in respect of Directors' & Officers' Liability Insurance of £38,845 (2024: £28,864).

Directors' interests (audited)

The Directors who held office throughout the year, and their interests in the shares of the Company (together with those of their persons closely associated) are shown below.

James Agnew retired on 19 December 2024 and held 95,296 Ordinary shares on this date. Tony Ellingham retired on 19 December 2024 and held 32,792 Ordinary shares on this date.

There is no formal requirement for Directors to invest in the Company.

There have been no other changes in the holdings of the Directors between 30 June 2025 and the date of this report.

Albion Capital Group LLP, its partners and staff held 3,180,884 Ordinary shares and 1,543,835 C shares in the Company as at 30 June 2025.

Performance graph

The graph on page 74 shows both the Company's Ordinary share price total return and the C share price total return against the FTSE All-Share Index total return, in all instances with dividends reinvested, since 1 July 2015. The Directors consider the FTSE All-Share

Expected Directors' remuneration for the year ending 30 June 2026

30 June 2026
Richard Glover 31,000
Ann Berresford 29,000
Pamela Garside 26,000
Ian Spence 26,000
Richard Wilson 26,000
Total expected remuneration excluding National Insurance 138,000

Directors' interests (audited)

Shares held on 30 June 2025 Shares held on 30 June 2024
Ordinary shares C shares Ordinary shares
Richard Glover 62,227 88,681 -
Ann Berresford - 26,917 -
Pamela Garside 114,348 - 108,617
Ian Spence 41,237 - 39,171
Richard Wilson 224,502 86,957 224,502
442,314 202,555 372,290

Index to be the most appropriate benchmark for the Company as it contains a large range of sectors within the UK economy. Investors should, however, be reminded that shares in VCTs generally trade at a discount to the actual net asset value of the Company. There are no options, issued or exercisable, in the Company which would distort the graphical representation that follows.

Share price total return relative to FTSE All-Share Index total return (in all cases with dividends reinvested)

Methodology: The share price return to the shareholder, including original amount invested (rebased to 100) from 1 July 2015, assuming that dividends were re-invested at the share price of the Company at the time the shares were quoted ex-dividend. Transaction costs and tax reliefs are not taken into account.

Directors' pay compared to distribution to shareholders

2025
£'000
2024
£'000
Percentage change
from 2024 to 2025
Ordinary shares
Total dividend distribution to Ordinary shareholders* 5,467 4,514 21%
Ordinary share buy-backs 3,092 2,562 21%
C shares
Total dividend distribution to C shareholders* 1,444 - n/a
C share buy-backs 1,230 - n/a
Total Directors' fees 126 118 7%

*This includes unclaimed dividends returned by the registrar. Full details can be found in note 9.

For and on behalf of the Board

Richard Glover

Chairman

13 October 2025

* The C shares period is from the date of merger on 19 December 2024 to 30 June 2025. Historic share prices before the merger date are based on the share prices of Albion Venture Capital Trust PLC which merged on a 1:1 basis into the C shares.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ALBION CROWN VCT PLC

Opinion

We have audited the Financial Statements of Albion Crown VCT PLC ("the Company"), for the year ended 30 June 2025, which comprise the Income Statements, the Balance Sheets, the Statements of Changes in Equity, the Statements of Cash Flows, and the Notes to the Financial Statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the Financial Statements:

  • give a true and fair view of the state of Company's affairs as at 30 June 2025 and of its loss for the year then ended;
  • have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
  • have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor responsibilities for the audit of the Financial Statements section of our report.

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the Financial Statements in the UK, including the FRC's Ethical Standard, as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Our approach to the audit

We planned our audit by first obtaining an understanding of the Company and its environment, including its key activities delegated by the Board to relevant approved third-party service providers and the controls over provision of those services.

We conducted our audit using information maintained and provided by Albion Capital Group LLP (the "Investment Manager", the "Company Secretary," and "Administrator"), Ocorian Depositary (UK) Limited (the "Depositary") and Computershare Investor Services PLC (the "Registrar") to whom the Company has delegated the provision of services.

We tailored the scope of our audit to reflect our risk assessment, taking into account such factors as the types of investments within the Company, the involvement of the Administrator, the accounting processes and controls, and the industry in which the Company operates.

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual Financial Statement line items and disclosures and in the evaluation of the effect of misstatements, both individually and in aggregate on the Financial Statements as a whole.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters

75

Independent auditor's report to the members of Albion Crown VCT PLC

were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.

We summarise below the key audit matter in arriving at our audit opinion above, together with how our audit addressed this matter and the results of our audit work in relation to this matter.

Valuation and ownership of unlisted investments

(as per page 66 (Audit & Risk Committee Report), pages 94 to 96 (Accounting Policies) and Note 12).

The valuation of the unlisted investment portfolio at 30 June 2025 was £132.45m (2024: £77.68m).

As this is the largest component of the Company's Balance Sheet, and there is a high degree of estimation and subjectivity in the valuation of unlisted investments, it has been designated as a key audit matter, being one of the most significant assessed risks of material misstatements due to fraud or error.

The unlisted investments are valued in accordance with the revised International Private Equity and Venture Capital (IPEV) valuation guidelines. Significant judgement is required in applying these principles and determining certain inputs to the valuation models.

Additionally, there is a risk that the investments recorded as held by the Company may not represent the property of the Company.

Key audit matter How our audit addressed the key audit matter and our conclusions

We performed a walkthrough of the unlisted investment valuation process to evaluate the design of the process and implementation of key controls.

We obtained evidence that the Manager's Valuation Committee review all valuations. We obtained evidence of the Board's review and approval of the valuation of the unlisted investments.

We stratified the portfolio of unlisted investments according to risk, which included the investments acquired as part of the merger, considering the value of individual investments, the movement in fair value and the inherent risk factors associated with each valuation basis. We then selected a sample of investments for testing, to ensure appropriate coverage of each strata of the portfolio.

For the investments in our sample, we:

  • Obtained an understanding of the sector for each investee company for the period being audited, making enquiries of management.
  • Gained an understanding of the original investment rationale and valuation basis, along with any milestones set.
  • Obtained an update on the investment, paying particular attention to progress against pre-set milestones and/or indications that a reduction in valuation may be appropriate.
  • Assessed the appropriateness of the valuation basis used, paying particular attention to any changes from the prior year valuation basis.
  • Agreed data used in the valuation models to independent sources and assessed the reliability and accuracy of information received from underlying investee companies.
  • Based on the specific risks identified, for certain investments in our sample, we engaged our specialist corporate finance team, to challenge the appropriateness of certain judgements, such as multiples and discounts.
  • Reperformed the enterprise value calculations and waterfalls to ensure mathematical accuracy.
  • Where appropriate based on the valuation methodology applied, we developed an auditor's point estimate or range.
  • We performed back-testing over investment disposals (proceeds vs most recent valuation) to assess for potential management bias in the valuation process.
  • We assessed that the accounting estimates and related disclosures were appropriately disclosed in the financial statements.
  • We agreed the ownership of 100% of the investments which included the investments acquired as part of the merger to an independent confirmation received from Ocorian as Depositary and loan certificates.
  • We tested 100% of the valuation of new investments above our Audit & Risk Committee reporting threshold and agreed them to share certificates and loan notes/agreements.

We tested a sample of follow-on additions and disposals in the year and agreed them to Sale and Purchase Agreements.

From our completion of these procedures, we identified no material misstatements in relation to the valuation of unlisted investments.

Our application of materiality

We define materiality as the magnitude of misstatement in the Financial Statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality in determining the nature and extent of our work and in evaluating the results of that work.

Materiality measure Value
Materiality for the Financial Statements as a whole – we have set materiality as 2% of net assets as
we believe that net assets is the primary performance measure used by investors and is the key driver
of shareholder value. We determined the measurement percentage to be commensurate with the risk
and complexity of the audit including the VCT merger with AAVC, the estimation involved in valuing the
Company's unlisted investments and the Company's listed status.
£3.40m
(2024: £1.94m)
Performance materiality – performance materiality represents amounts set by the auditor at less
than materiality for the Financial Statements as a whole, to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the
Financial Statements as a whole.
£2.21m
(2024: £0.97m)
In setting this we consider the Company's overall control environment and our assessment of a lower risk
of material misstatements. Based on our judgement of these factors, along with our findings from the
prior year audit – which indicated no significant issues – we have set performance materiality at 65%
(2024: 50%) of our overall Financial Statement materiality.
Specific materiality – recognising that there are transactions and balances of a lesser amount which
could influence the understanding of users of the Financial Statements we calculate a lower level of
materiality for testing such areas.
Revenue column
£0.17m
(2024: £0.10m)
Specifically, given the importance of the distinction between revenue and capital for the Company, we
applied a separate testing threshold for the revenue column of the Income statement set at the higher
of 5% of the revenue profit and comprehensive income attributable to shareholders and our Audit & Risk
Committee reporting threshold.
Ordinary shares
Given the existence of two share classes with distinct investment portfolios and entitlements, materiality
has been calculated separately for each share class based on 2% of each share classes' net assets.
£2.35m
We have also set a separate specific materiality in respect of related party transactions and Directors'
remuneration.
C shares
£1.05m
We used our judgement in setting these thresholds and considered our experience and industry
benchmarks for specific materiality.
Audit & Risk Committee reporting threshold – we agreed with the Audit & Risk Committee that we
would report to them all differences in excess of 5% of overall materiality in addition to other identified
misstatements that warranted reporting on qualitative grounds, in our view. For example, an immaterial
misstatement as a result of fraud.
£0.17m
(2024: £0.10m)

During the course of the audit, we reassessed initial materiality and found no reason to alter the basis of calculation used at year-end.

Conclusions relating to going concern

In auditing the Financial Statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the Financial Statements is appropriate. Our evaluation of the Directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included:

  • Evaluating management's method of assessing going concern, including consideration of market conditions and macro economic uncertainties;
  • Assessing and challenging the forecast cashflows and associated sensitivity modelling used by the Directors in support of their going concern assessment;
  • Obtaining and recalculating management's assessment of the Company's ongoing maintenance of venture capital trust status; and
  • Assessing the adequacy of the Company's going concern disclosures included in the Annual Report.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the Financial Statements are authorised for issue.

In relation to the Company's reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors' statement in the Financial Statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the Annual Report and Financial Statements other than the Financial Statements and our auditor's report thereon. The Directors are responsible for the other information contained within the Annual Report and Financial Statements. Our opinion on the Financial Statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the Financial Statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

  • The information given in the Strategic Report and the Directors' Report for the financial year for which the Financial Statements are prepared is consistent with the Financial Statements; and
  • The Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

  • Adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or
  • The Financial Statements and the part of the Directors' Remuneration Report to be audited are not in agreement with the accounting records and returns; or
  • Certain disclosures of Directors' remuneration specified by law are not made; or
  • We have not received all the information and explanations we require for our audit; or
  • A corporate governance statement has not been prepared by the Company.

Corporate governance statement

The Listing Rules require us to review the Directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company's compliance with the provisions of the UK Corporate Governance Code specified for our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the Financial Statements or our knowledge obtained during the audit:

  • The Directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 54;
  • The Directors' explanation as to its assessment of the Company's prospects, the period this assessment covers and why the period is appropriate set out on page pages 29 and 30;
  • The Directors' statement on whether it has a reasonable expectation that the Company will be able to continue in operation and meet its liabilities set out on page 29;
  • The Directors' statement on fair, balanced and understandable set out on page 61;
  • The Board's confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 25 to 29;
  • The section of the Annual Report that describes the review of the effectiveness of risk management and internal control systems set out on pages 68 and 69; and
  • The section describing the work of the Audit & Risk Committee set out on pages 64 to 66.

Responsibilities of Directors

As explained more fully in the Directors' responsibilities statement set out on page 61, the Directors are responsible for the preparation of the Financial Statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud or error.

In preparing the Financial Statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.

A further description of our responsibilities for the audit of the Financial Statements is located on the Financial Reporting Council's website at: http://www.frc.org.uk/ auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of noncompliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the Financial Statements. The most relevant frameworks we identified include:

Independent auditor's report to the members of Albion Crown VCT PLC

  • Companies Act 2006;
  • FCA Listing Rules and Disclosure Guidance and Transparency Rules (DTR);
  • The principles of the UK Corporate Governance Code applied by the AIC Code of Corporate Governance (the "AIC Code");
  • Industry practice represented by the Statement of Recommended Practice: Financial Statements of Investment Trust Companies and Venture Capital Trusts ("the SORP");
  • The General Data Protection Regulation (GDPR) 2016;
  • United Kingdom Generally Accepted Accounting Practice; and
  • The Company's qualification as a Venture Capital Trust under section 274 of the Income Tax Act 2007.

We gained an understanding of how the Company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of relevant correspondence with regulatory bodies and board meeting minutes.

We assessed the susceptibility of the Company's Financial Statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

  • Valuation of level 3 investments; and
  • Management override of controls

Audit procedures performed in response to the risks relating to the valuation of level 3 investments are set out in the section on key audit matters above, and audit procedures performed in response to the risk of management override of controls are included below.

In addition to the above, the following procedures were performed to provide reasonable assurance that the Financial Statements were free of material fraud or error:

  • Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive to commit fraud or provide an opportunity to commit fraud;
  • Performing audit procedures over the risk of management override of controls, including unpredictability testing, testing of journal entries and other adjustments for appropriateness, recalculating the investment management and performance incentive fees, evaluating the business rationale of significant transactions outside the normal course of business and assessing judgements made by management in their calculation of accounting estimates for potential management bias;
  • Completion of appropriate checklists and use of our experience to assess the Company's compliance with the Companies Act 2006 and the Listing Rules; and
  • Agreement of the Financial Statement disclosures to supporting documentation.

Our audit procedures were designed to respond to the risk of material misstatements in the Financial Statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the Financial Statements, the less likely we would become aware of it.

Other matters which we are required to address

Following the recommendation of the Audit & Risk Committee, we were appointed by the Board on 30 October 2023 to audit the Financial Statements for the year ended 30 June 2024 and subsequent financial periods. The period of our total uninterrupted engagement is two years, covering the years ended 30 June 2024 to 30 June 2025.

The non-audit services prohibited by the FRC's Ethical Standard were not provided to the Company and we remain independent of the Company in conducting our audit.

Our audit opinion is consistent with the additional report to the Audit & Risk Committee.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Richard Sutherland (Senior Statutory Auditor)

For and on behalf of Johnston Carmichael LLP Statutory Auditor Edinburgh, United Kingdom 13 October 2025

Company information and Financials

INCOME STATEMENT

Combined Ordinary and C shares†

Year ended 30 June 2025 Year ended 30 June 2024
Revenue Capital Total Revenue Capital Total
Note £'000 £'000 £'000 £'000 £'000 £'000
(Loss)/gain on investments 3 - (147) (147) - 2,817 2,817
Investment income 4 1,916 - 1,916 1,458 - 1,458
Investment Manager's fees 5 (259) (2,330) (2,589) (160) (1,438) (1,598)
Other expenses 6 (1,126) - (1,126) (512) - (512)
Profit/(loss) on ordinary activities before tax 531 (2,477) (1,946) 786 1,379 2,165
Tax on ordinary activities 8 - - - - - -
Profit/(loss) and total comprehensive
income attributable to shareholders 531 (2,477) (1,946) 786 1,379 2,165

C shares were first allotted 19 December 2024. Therefore, figures for 30 June 2024 relate solely to the Ordinary shares.

The accompanying notes on pages 94 to 110 form an integral part of these Financial Statements.

The total column of this Income statement represents the profit and loss account of the Company. The supplementary revenue and capital columns have been prepared in accordance with The Association of Investment Companies Statement of Recommended Practice.

All gains and losses are recognised in the Income statement and all items in the above statement are derived from continuing operations.

Ordinary shares (Non-statutory analysis)

Year ended 30 June 2025 Year ended 30 June 2024
Revenue Capital Total Revenue Capital Total
Note £'000 £'000 £'000 £'000 £'000 £'000
Gain on investments 3 - 542 542 - 2,817 2,817
Investment income 4 1,381 - 1,381 1,458 - 1,458
Investment Manager's fees 5 (200) (1,798) (1,998) (160) (1,438) (1,598)
Other expenses 6 (969) - (969) (512) - (512)
Profit/(loss) on ordinary activities before tax 212 (1,256) (1,044) 786 1,379 2,165
Tax on ordinary activities 8 - - - - - -
Profit/(loss) and total comprehensive
income attributable to shareholders
212 (1,256) (1,044) 786 1,379 2,165
Basic and diluted earnings/(loss) per
Ordinary share (pence)*
11 0.07 (0.39) (0.32) 0.27 0.48 0.75

* Adjusting for treasury shares

The accompanying notes on pages 94 to 110 form an integral part of these Financial Statements.

The total column of this Income statement represents the profit and loss account attributable to Ordinary shareholders. The supplementary revenue and capital columns have been prepared in accordance with The Association of Investment Companies Statement of Recommended Practice.

All gains and losses are recognised in the Income statement and all items in the above statement are derived from continuing operations.

C shares (Non-statutory analysis)

Period ended 30 June 2025*
Revenue Capital Total
Note £'000 £'000 £'000
Loss on investments 3 - (689) (689)
Investment income 4 535 - 535
Investment Manager's fees 5 (59) (532) (591)
Other expenses 6 (157) - (157)
Profit/(loss) on ordinary activities before tax 319 (1,221) (902)
Tax on ordinary activities 8 - - -
Profit/(loss) and total comprehensive income attributable to shareholders 319 (1,221) (902)
Basic and diluted earnings/(loss) per C share (pence) 11 0.24 (0.92) (0.68)

* The period is from date of merger on 19 December 2024 to 30 June 2025

There are no comparatives as the C shares were created on merger with Albion Venture Capital Trust PLC on 19 December 2024.

The accompanying notes on pages 94 to 110 form an integral part of these Financial Statements.

The total column of this Income statement represents the profit and loss account attributable to C shareholders. The supplementary revenue and capital columns have been prepared in accordance with The Association of Investment Companies Statement of Recommended Practice.

All gains and losses are recognised in the Income statement and all items in the above statement are derived from continuing operations.

BALANCE SHEET

Combined Ordinary and C shares †

30 June 2025 30 June 2024
Note £'000 £'000
Fixed asset investments 12 132,452 77,679
Current assets
Trade and other receivables 14 261 60
Cash in bank and at hand 38,565 22,089
38,826 22,149
Payables: amounts falling due within one year
Other creditors - (2,210)
Trade and other payables 15 (1,166) (574)
(1,166) (2,784)
Net current assets 37,660 19,365
Total assets less current liabilities 170,112 97,044
Net assets 170,112 97,044
Equity attributable to equity holders
Called-up share capital 16 5,643 3,472
Share premium 83,939 -
Capital redemption reserve 197 60
Unrealised capital reserve 28,939 30,237
Realised capital reserve 5,542 6,721
Other distributable reserve 45,852 56,554
Total equity shareholders' funds 170,112 97,044

C shares were first allotted 19 December 2024. Therefore, figures for 30 June 2024 relate solely to the Ordinary shares.

The accompanying notes on pages 94 to 110 form an integral part of these Financial Statements.

These Financial Statements were approved by the Board of Directors, and authorised for issue on 13 October 2025 and were signed on its behalf by

Richard Glover

Chairman

Company number: 03495287

Ordinary shares (Non-statutory analysis)

30 June 2025 30 June 2024
Note £'000 £'000
Fixed asset investments 12 84,426 77,679
Current assets
Trade and other receivables 14 210 60
Cash in bank and at hand 33,513 22,089
33,723 22,149
Payables: amounts falling due within one year
Other creditors - (2,210)
Trade and other payables 15 (789) (574)
(789) (2,784)
Net current assets 32,934 19,365
Total assets less current liabilities 117,360 97,044
Net assets 117,360 97,044
Equity attributable to equity holders
Called-up share capital 16 4,327 3,472
Share premium 28,958 -
Capital redemption reserve 166 60
Unrealised capital reserve 29,619 30,237
Realised capital reserve 6,083 6,721
Other distributable reserve 48,207 56,554
Total equity shareholders' funds 117,360 97,044
Basic and diluted net asset value per Ordinary share (pence)* 30.33 32.20

* Excluding treasury shares

C shares (Non-statutory analysis)

30 June 2025
Note £'000
Fixed asset investments 12 48,026
Current assets
Trade and other receivables 14 51
Cash in bank and at hand 5,052
5,103
Payables: amounts falling due within one year
Trade and other payables 15 (377)
Net current assets 4,726
Total assets less current liabilities 52,752
Net assets 52,752
Equity attributable to equity holders
Called-up share capital 16 1,316
Share premium 54,981
Capital redemption reserve 31
Unrealised capital reserve (680)
Realised capital reserve (541)
Other distributable reserve (2,355)
Total equity shareholders' funds 52,752
Basic and diluted net asset value per C share (pence) 40.09

There are no comparatives as the C shares were created on merger with Albion Venture Capital Trust PLC on 19 December 2024.

STATEMENT OF CHANGES IN EQUITY

Combined Ordinary and C shares †

Called
up share
capital
Share
premium
Capital
redemption
reserve
Unrealised
capital
reserve
Realised
capital
reserve*
Other
distributable
reserve*
Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 1 July 2024 3,472 - 60 30,237 6,721 56,554 97,044
Profit/(loss) and total
comprehensive income - - - (301) (2,176) 531 (1,946)
Transfer of previously unrealised
gains on disposal of investments - - - (997) 997 - -
Dividends paid - - - - - (6,911) (6,911)
Purchase of shares for
cancellation (including costs) (137) - 137 - - (4,322) (4,322)
C shares issued to acquire net
assets of Albion Venture Capital
Trust PLC** 1,342 54,789 - - - - 56,131
Issue of equity 966 30,072 - - - - 31,038
Cost of issue of equity - (922) - - - - (922)
As at 30 June 2025 5,643 83,939 197 28,939 5,542 45,852 170,112
As at 1 July 2023 3,269 47,067 - 26,402 9,177 8,054 93,969
Profit and total comprehensive
income - - - 3,089 (1,710) 786 2,165
Transfer of previously unrealised
losses on disposal of investments - - - 746 (746) - -
Dividends paid - - - - - (4,514) (4,514)
Purchase of shares for treasury
(including costs) - - - - - (791) (791)
Purchase of shares for
cancellation (including costs) (60) - 60 - - (1,770) (1,770)
Issue of equity 263 7,973 - - - - 8,236
Cost of issue of equity - (251) - - - - (251)
Cancellation of share premium - (54,789) - - - 54,789 -
As at 30 June 2024 3,472 - 60 30,237 6,721 56,554 97,044

C shares were first allotted 19 December 2024. Therefore, figures for 30 June 2024 relate solely to the Ordinary shares.

The nature of each reserve is described in note 2 on page 96.

* Included within these reserves are amounts of £7,952,000 (2024: £19,247,000) which are considered distributable. On 1 July 2025 an additional £12,512,000 became distributable as it was no longer restricted under the HMRC requirement that the Company cannot use capital raised in the past three years to make a payment or distribution to shareholders.

** The assets and liabilities transferred through the acquisition of Albion Venture Capital Trust PLC are shown in note 10.

Ordinary shares (Non-statutory analysis)

Called
up share
capital
£'000
Share
premium
£'000
Capital
redemption
reserve
£'000
Unrealised
capital
reserve
£'000
Realised
capital
reserve
£'000
Other
distributable
reserve
£'000
Total
£'000
As at 1 July 2024 3,472 - 60 30,237 6,721 56,554 97,044
Profit/(loss) and total
comprehensive income - - - 379 (1,635) 212 (1,044)
Transfer of previously unrealised
gains on disposal of investments - - - (997) 997 - -
Dividends paid - - - - - (5,467) (5,467)
Purchase of shares for
cancellation (including costs) (106) - 106 - - (3,092) (3,092)
Issue of equity 961 29,872 - - - - 30,833
Cost of issue of equity - (914) - - - - (914)
As at 30 June 2025 4,327 28,958 166 29,619 6,083 48,207 117,360
As at 1 July 2023 3,269 47,067 - 26,402 9,177 8,054 93,969
Profit/(loss) and total
comprehensive income - - - 3,089 (1,710) 786 2,165
Transfer of previously unrealised
losses on disposal of investments - - - 746 (746) - -
Dividends paid - - - - - (4,514) (4,514)
Purchase of shares for treasury
(including costs) - - - - - (791) (791)
Purchase of shares for
cancellation (including costs) (60) - 60 - - (1,770) (1,770)
Issue of equity 263 7,973 - - - - 8,236
Cost of issue of equity - (251) - - - - (251)
Cancellation of share premium - (54,789) - - - 54,789 -
As at 30 June 2024 3,472 - 60 30,237 6,721 56,554 97,044

The nature of each reserve is described in note 2 on page 96.

C shares (Non-statutory analysis)

Called
up share
Share Capital
redemption
Unrealised
capital
Realised
capital
Other
distributable
capital premium reserve reserve reserve reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 1 July 2024 - - - - - - -
Profit/(loss) and total
comprehensive income - - - (680) (541) 319 (902)
Dividends paid - - - - - (1,444) (1,444)
Purchase of shares for
cancellation (including costs)
(31) - 31 - - (1,230) (1,230)
C shares issued to acquire net
assets of Albion Venture Capital
Trust PLC* 1,342 54,789 - - - - 56,131
Issue of equity 5 200 - - - - 205
Cost of issue of equity - (8) - - - - (8)
As at 30 June 2025 1,316 54,981 31 (680) (541) (2,355) 52,752

* The assets and liabilities transferred through the acquisition of Albion Venture Capital Trust PLC are shown in note 10.

There are no comparatives as the C shares were created on merger with Albion Venture Capital Trust PLC on 19 December 2024.

The nature of each reserve is described in note 2 on page 96.

STATEMENT OF CASH FLOWS

Combined Ordinary and C shares †

Year ended Year ended
30 June 2025 30 June 2024
£'000 £'000
Cash flow from operating activities
Loan stock income received 1,091 710
Deposit interest received 454 351
Income from fixed term funds received 295 357
Dividend income received 189 128
Investment Manager's fees paid (2,333) (1,585)
Other cash payments (713) (497)
Corporation tax paid - -
Net cash outflow used in operating activities (1,017) (536)
Cash flow from investing activities
Purchase of fixed asset investments (10,956) (9,523)
Proceeds from disposals of fixed asset investments 966 4,185
Funds held pending legal completion of sale - 2,210
Net cash flow used in investing activities (9,990) (3,128)
Cash flow from financing activities
Issue of share capital 29,123 7,290
Cost of issue of equity (23) (40)
Dividends paid (net of Dividend Reinvestment Scheme) (5,884) (3,764)
Purchase of own shares (4,322) (2,739)
Cash acquired from Albion Venture Capital Trust PLC 9,175 -
Merger costs (paid on behalf of the Company and Albion Venture Capital Trust PLC) (586) -
Net cash flow generated from financing activities 27,483 747
Increase/(decrease) in cash in bank and at hand 16,476 (2,917)
Cash in bank and at hand at start of year 22,089 25,006
Cash in bank and at hand at end of year 38,565 22,089

C shares were first allotted 19 December 2024. Therefore, figures for 30 June 2024 relate solely to the Ordinary shares.

Ordinary shares (Non-statutory analysis)

Year ended Year ended
30 June 2025 30 June 2024
£'000 £'000
Cash flow from operating activities
Loan stock income received 584 710
Deposit interest received 434 351
Income from fixed term funds received 295 357
Dividend income received 120 128
Investment Manager's fees paid (1,833) (1,585)
Other cash payments (561) (497)
Corporation tax paid - -
Net cash outflow used in operating activities (961) (536)
Cash flow from investing activities
Purchase of fixed asset investments (9,531) (9,523)
Proceeds from disposals of fixed asset investments 909 4,185
Funds held pending legal completion of sale - 2,210
Net cash flow used in investing activities (8,622) (3,128)
Cash flow from financing activities
Issue of share capital 29,123 7,290
Cost of issue of equity (23) (40)
Dividends paid (net of Dividend Reinvestment Scheme) (4,640) (3,764)
Purchase of own shares (3,092) (2,739)
Merger costs (paid on behalf of the Company) (361) -
Net cash flow generated from financing activities 21,007 747
Increase/(decrease) in cash in bank and at hand 11,424 (2,917)
Cash in bank and at hand at start of year 22,089 25,006
Cash in bank and at hand at end of year 33,513 22,089

C shares (Non-statutory analysis)

Period ended
30 June 2025*
Cash flow from operating activities £'000
Loan stock income received 507
Deposit interest received 20
Dividend income received 69
Investment Manager's fees paid (500)
Other cash payments (152)
Corporation tax paid -
Net cash outflow used in operating activities (56)
Cash flow from investing activities
Purchase of fixed asset investments (1,425)
Proceeds from disposals of fixed asset investments 57
Net cash flow used in investing activities (1,368)
Cash flow from financing activities
Dividends paid (net of Dividend Reinvestment Scheme) (1,244)
Purchase of own shares (1,230)
Cash acquired from Albion Venture Capital Trust PLC 9,175
Merger costs (paid on behalf of Albion Venture Capital Trust PLC) (225)
Net cash flow generated from financing activities 6,476
Increase/(decrease) in cash in bank and at hand 5,052
Cash in bank and at hand at start of period -
Cash in bank and at hand at end of period 5,052

*The period is from date of merger on 19 December 2024 to 30 June 2025.

NOTES TO THE FINANCIAL STATEMENTS

1. Basis of preparation

The Financial Statements have been prepared in accordance with applicable United Kingdom law and accounting standards, including Financial Reporting Standard 102 ("FRS 102"), and with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" ("SORP") issued by The Association of Investment Companies ("AIC"). The Financial Statements have been prepared on a going concern basis and further details can be found in the Directors' report on page 54.

The preparation of the Financial Statements requires management to make judgements and estimates that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The most critical estimates and judgements relate to the determination of carrying value of investments at Fair Value Through Profit and Loss ("FVTPL") in accordance with FRS 102 sections 11 and 12. The Company values investments by following the International Private Equity and Venture Capital Valuation ("IPEV") Guidelines as updated in 2022 and further detail on the valuation techniques used are outlined in note 2 below.

Company information can be found on page 4.

2. Accounting policies

Fixed asset investments

The Company's business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. This portfolio of financial assets is managed and its performance evaluated on a fair value basis, in accordance with a documented investment policy, and information about the portfolio is provided internally on that basis to the Board.

In accordance with the requirements of FRS 102, those undertakings in which the Company holds more than 20% of the equity as part of an investment portfolio are not accounted for using the equity method. In these circumstances the investment is measured at FVTPL.

Upon initial recognition (using trade date accounting) investments, including loan stock, are classified by the Company as FVTPL and are included at their initial fair value, which is cost (excluding expenses incidental to the acquisition which are written off to the Income statement).

Subsequently, the investments are valued at 'fair value', which is measured as follows:

  • Listed investments (Level 1): For investments whose securities are actively traded on a recognised exchange, they are valued at their bid prices at the end of the accounting period or otherwise at fair value based on published price quotations.
  • Unquoted investments (Level 3): For the Company's unquoted investments, or those securities which are not traded on an active market, they are valued using an appropriate valuation technique in accordance with the IPEV Guidelines. Indicators of fair value are derived using established methodologies including earnings multiples, revenue multiples, the level of third party offers received, cost or price of recent investment rounds, net assets and industry valuation benchmarks. Where price of recent investment is used as a starting point for estimating fair value at subsequent measurement dates, this has been benchmarked using an appropriate valuation technique permitted by the IPEV guidelines.
  • In situations where cost or price of recent investment is used, consideration is given to the circumstances of the portfolio company since that date in determining fair value. This includes consideration of whether there is any evidence of deterioration or strong definable evidence of an increase in value. In the absence of these indicators, other valuation techniques are employed to conclude on the fair value as of the measurement date. Examples of events or changes that could indicate a diminution include:
  • the performance and/or prospects of the underlying business are significantly below the expectations on which the investment was based; or

  • a significant adverse change either in the portfolio company's business or in the technological, market, economic, legal or regulatory environment in which the business operates; or

  • market conditions have deteriorated, which may be indicated by a fall in the share prices of quoted businesses operating in the same or related sectors.

The Company does not hold any Level 2 investments.

Investments are recognised as financial assets on legal completion of the investment contract and are de-recognised on legal completion of the sale of an investment.

Dividend income is not recognised as part of the fair value movement of an investment but is recognised separately as investment income through the other distributable reserve when a share becomes exdividend.

Acquisition of assets and liabilities from Albion Venture Capital Trust PLC

On 19 December 2024 the Company acquired the assets and liabilities of Albion Venture Capital Trust PLC ("AAVC") at their fair value, with the AAVC shareholders being issued a new class of C shares. The directors have considered the substance of the assets and activities of AAVC in determining whether this represents the acquisition of a business. In this case the combination is not judged to be an acquisition of a business, and therefore is not considered to be a business combination. Rather, the cost to acquire the assets of AAVC has been allocated between the acquired identifiable assets and liabilities based on their relative fair values on the acquisition date without attributing any amount to goodwill or to deferred taxes. Assets and liabilities transferred comprised investments, cash, loan notes and other receivables/payables. The C shares issued for the value of the net assets transferred have been recognised in share capital and share premium, as shown in the Statement of Changes in Equity.

Allocation of income and expenses between share classes

The income and costs for the period up to 18 December 2024 and the comparable period for last year reflect the activities of the Company before the acquisition. After that date, they reflect those of the Company as enlarged by the acquisition, with investment income

recognised subject to the accounting policies below and split as it arises with regards to the specific investments and cash in bank and at hand within the separate portfolios; the investment management fee, secretarial fee and performance incentive fees charged in line with the terms of the Management agreement; and other Company level expenses split between the Ordinary and C share classes from the date of merger on the basis of their latest announced NAVs. Further information is contained in note 10 on page 100.

Current assets and payables

Receivables (including debtors due after more than one year), payables and cash are carried at amortised cost, in accordance with FRS 102. Debtors due after more than one year meet the definition of a financing transaction and are held at amortised cost, and interest will be recognised through capital over the credit period using the effective interest method. There are no financial liabilities other than payables.

Investment income

Dividend income

Dividend income is included in revenue when the right to receive payment has been established, normally the ex-dividend date.

Unquoted loan stock income

Fixed returns on non-equity shares and debt securities are recognised when the Company's right to receive payment and expect settlement is established. Where interest is rolled up and/or payable at redemption then it is recognised as income unless there is reasonable doubt as to its receipt.

Bank deposit income

Interest income is recognised on an accruals basis using the rate of interest agreed with the bank.

Fixed term funds income

Income from fixed term funds is recognised on an accruals basis using the agreed rate of interest.

Investment management fee, performance incentive fee and other expenses

All expenses have been accounted for on an accruals basis. Expenses are charged through the other distributable reserve except the following which are charged through the realised capital reserve:

• 90% of management fees and 100% of performance incentive fees, if any, are allocated to the realised capital reserve.

Notes to the Financial Statements

• Expenses which are incidental to the purchase or disposal of an investment are charged through the realised capital reserve.

Taxation

Taxation is applied on a current basis in accordance with FRS 102. Current tax is tax payable/(refundable) in respect of the taxable profit/(tax loss) for the current period or past reporting periods using the tax rates and laws that have been enacted or substantively enacted at the financial reporting date. Taxation associated with capital expenses is applied in accordance with the SORP.

Deferred tax is provided in full on all timing differences at the reporting date. Timing differences are differences between taxable profits and total comprehensive income as stated in the Financial Statements that arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the Financial Statements. As a VCT the Company has an exemption from tax on capital gains. The Company intends to continue meeting the conditions required to obtain approval as a VCT for the foreseeable future. The Company therefore, should have no material deferred tax timing differences arising in respect of the revaluation or disposal of investments and the Company has not provided for any deferred tax.

Share capital and reserves

Called-up share capital

This accounts for the nominal value of the Company's shares.

Share premium

This accounts for the difference between the price paid for the Company's shares and the nominal value of those shares, less issue costs and transfers to the other distributable reserve.

Capital redemption reserve

This reserve accounts for amounts by which the issued share capital is diminished through the repurchase and cancellation of the Company's own shares.

Unrealised capital reserve

Increases and decreases in the valuation of investments held at the year end against cost are included in this reserve.

Realised capital reserve

The following are disclosed in this reserve:

  • gains and losses compared to cost on the realisation of investments, or permanent diminutions in value (including gains recognised on the realisation of investments where consideration is deferred that are not distributable as a matter of law);
  • finance income in respect of the unwinding of the discount on deferred consideration that is not distributable as a matter of law;
  • expenses, together with the related taxation effect, charged in accordance with the above policies; and
  • dividends paid to equity holders where paid out by capital.

Other distributable reserve

The special reserve, treasury share reserve and the revenue reserve were combined in 2013 to form a single reserve named "other distributable reserve". This reserve accounts for movements from the revenue column of the Income statement, the payment of dividends, the buy-back of shares, transfers from the share premium and capital redemption reserve, and other non-capital realised movements.

Dividends

Dividends by the Company are accounted for in the period in which the liability to make the payment has been established or approved at the Annual General Meeting.

Segmental reporting

The Directors are of the opinion that the Company is engaged in a single operating segment of business, being investment in smaller companies principally based in the UK.

3. (Losses)/gains on investments

Year ended 30 June 2025 Year ended
Ordinary 30 June
shares C shares Total 2024
£'000 £'000 £'000 £'000
Unrealised gains/(losses) on fixed asset investments 379 (680) (301) 3,089
Realised gains/(losses) on fixed asset investments 163 (9) 154 (396)
Unwinding of discount on deferred consideration - - - 124
542 (689) (147) 2,817

4. Investment income

Year ended 30 June 2025 Year ended
Ordinary 30 June
shares C shares Total 2024
£'000 £'000 £'000 £'000
Loan stock interest 532 446 978 636
Bank interest 434 20 454 351
Income from fixed term funds 295 - 295 357
Dividend income 120 69 189 114
1,381 535 1,916 1,458

5. Investment Manager's fees

Year ended 30 June 2025 Year ended
Ordinary
shares C shares Total 2024
£'000 £'000 £'000 £'000
Investment management fees charged to capital 1,798 532 2,330 1,438
Investment management fees charged to revenue 200 59 259 160
1,998 591 2,589 1,598

During the year, the Management agreement was amended with effect from 19 December 2024. Further details of the Management agreement under which the investment management fee and performance incentive fee are paid is given in the Strategic report on pages 21 and 22.

During the year, services of a total value of £2,789,000 (2024: £1,648,000) were purchased by the Company from Albion Capital Group LLP ("Albion"); this includes £2,589,000 (2024: £1,598,000) of management fee and £200,000 (2024: £50,000) of administration fee. There is no performance incentive fee payable in the year (2024: £nil). At the financial year end, the amount due to Albion in respect of these services disclosed as payables was £917,000 (2024: £435,000). The total annual running costs of the Company are capped at an amount equal to 3.0% of the Company's net assets, with any excess being met by Albion by way of a reduction in management fees.

No performance incentive fee provision (2024: £nil) has been recognised, with any provision based on the Directors' best estimate and included in relation to potential performance incentive fees which arise from performance to 30 June 2025, which would become payable over the periods to 30 June 2029. The first possible payment will be based on actual year end performance in relation to the five year period ending 30 June 2027. If the return for the five year period exceeds the hurdle, the performance incentive fee for that period would become payable after the adoption of the accounts at the 2027 AGM.

Notes to the Financial Statements

Albion, its partners and staff holds 3,180,884 Ordinary shares and 1,543,835 C shares in the Company as at 30 June 2025.

Albion is, from time to time, eligible to receive arrangement fees and monitoring fees from portfolio companies. During the year ended 30 June 2025, fees of £247,000 attributable to the investments of the Company were received by Albion pursuant to these arrangements (2024: £154,000).

The Company entered into an offer agreement relating to the Albion VCTs' Prospectus Top Up Offers 2024/25 with the Company's Manager, Albion, pursuant to which Albion received a fee of 3.0% of the gross proceeds of the Offers and out of which Albion will pay the costs of the Offers, as detailed in the Prospectus.

6. Other expenses

Year ended 30 June 2025 Year ended
Ordinary 30 June
shares C shares Total 2024
£'000 £'000 £'000 £'000
Directors' fees (including NIC) 108 31 139 129
Auditor's remuneration for statutory audit services (excluding VAT) 50 25 75 53
Administration fee* 165 35 200 50
Merger costs** 361 - 361 -
Tax services 20 4 24 18
Other expenses 265 62 327 262
969 157 1,126 512

*An Administration fee cap was introduced post-merger from 19 December 2024. This cap resulted in a reduction in administration fee for the period 19 December 2024 to 30 June 2025 of £59,000.

7. Directors' fees

The amounts paid to and on behalf of the Directors during the year are as follows:

Year ended 30 June 2025 Year ended
Ordinary 30 June
shares C shares Total 2024
£'000 £'000 £'000 £'000
Directors' fees 96 30 126 118
National insurance 12 1 13 11
108 31 139 129

The Company's key management personnel are the non-executive Directors. Further information regarding Directors' remuneration can be found in the Directors' remuneration report on pages 71 to 74.

**These costs are exceptional and relate to the merger with Albion Venture Capital Trust PLC. Merger costs relating to the new C Shares were included as part of accruals within Albion Venture Capital Trust PLC at the Merger date and therefore are not included as an expense.

8. Tax on ordinary activities

Year ended 30 June 2025 Year ended
Ordinary 30 June
shares C shares Total 2024
£'000 £'000 £'000 £'000
UK corporation tax charge - - - -

Factors affecting the tax charge:

Year ended 30 June 2025 Year ended
Ordinary 30 June
shares C shares Total 2024
£'000 £'000 £'000 £'000
(Loss)/profit on ordinary activities before taxation (1,044) (902) (1,946) 2,165
Tax charge at the average companies rate of 25% (2024: 25%) (261) (225) (486) 541
Factors affecting the charge:
Non-taxable (gains)/losses (135) 172 37 (704)
Income not taxable (30) (17) (47) (28)
Non-deductible expenses 7 2 9 -
Excess management expenses carried forward 419 68 487 191
- - - -

Notes

  • (i) Venture Capital Trusts are not subject to corporation tax on capital gains.
  • (ii) Tax relief on expenses charged to capital has been determined by allocating tax relief to expenses by reference to the applicable corporation tax rate and allocating the relief between revenue and capital in accordance with the SORP.
  • (iii) The Company has excess management expenses of £24,106,000 (2024: £22,158,000) that are available for offset against future profits. A deferred tax asset of £6,027,000 (2024: £5,540,000) has not been recognised in respect of these losses as they will be recoverable only to the extent that the Company has sufficient future taxable profits.
  • (iv) There is no expiry date on timing differences, unused tax losses or tax credits.

9. Dividends

Year ended 30 June 2025 Year ended
Ordinary 30 June
shares C shares Total 2024
£'000 £'000 £'000 £'000
First dividend of 0.81 pence per Ordinary share paid on 29
November 2024 (30 November 2023 – 0.83 pence per Ordinary
share)
2,428 - 2,428 2,333
Second dividend of 0.78 pence per Ordinary share and 1.08 pence
per C share paid on 30 April 2025 (28 March 2024 – 0.78 pence
per Ordinary share) 3,046 1,449 4,495 2,190
Unclaimed dividends (7) (5) (12) (9)
5,467 1,444 6,911 4,514

Notes to the Financial Statements

In addition to the dividends summarised above, the Board has declared a first dividend for the year ending 30 June 2026 of 0.76 pence per Ordinary share and 1.00 pence per C share to be paid on 5 December 2025 to shareholders on the register on 7 November 2025. The total dividend will be approximately £4,257,000 (Ordinary shares: £2,941,000; C shares: £1,316,000).

10. Acquisition of the assets and liabilities of Albion Venture Capital Trust PLC

On 19 December 2024, the following assets and liabilities of Albion Venture Capital Trust PLC ("AAVC") were transferred to the Company in exchange for the issue to AAVC shareholders of 134,160,646 C shares in the Company, at an issue price of 41.83890 pence per C share:

£'000
Fixed asset investments 47,432
Debtors 48
Cash in bank and at hand 9,174
Creditors (289)
Merger costs (234)
56,131

One new ordinary C share was issued for each AAVC share. AAVC has now been placed into members' voluntary liquidation.

11. Basic and diluted return per share

Ordinary shares

Year ended 30 June 2025 Year ended 30 June 2024
Revenue Capital Total Revenue Capital Total
Profit/(loss) attributable to Ordinary shares (£'000) 212 (1,256) (1,044) 786 1,379 2,165
Weighted average Ordinary shares in issue (adjusted
for treasury shares)
322,714,567 287,834,982
Return/(loss) attributable per Ordinary share (pence) 0.07 (0.39) (0.32) 0.27 0.48 0.75

The weighted average number of Ordinary shares is calculated after adjusting for treasury shares of 45,787,992 (2024: 45,787,992).

C shares

Period ended 30 June 2025*
Revenue Capital Total
Profit/(loss) attributable to C shares (£'000) 319 (1,221) (902)
Weighted average C shares in issue 133,411,120
Return/(loss) attributable per C share (pence) 0.24 (0.92) (0.68)

*The period is from date of merger on 19 December 2024 to 30 June 2025.

There are no convertible instruments, derivatives or contingent Ordinary or C share agreements in issue so basic and diluted return/(loss) per Ordinary or C share are the same.

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12. Fixed asset investments

3 30 June 2025
Ordinary 30 June
shares C shares Total 2024
Investments held at fair value through profit or loss £'000 £'000 £'000 £'000
Unquoted equity and preference shares 75,353 36,750 112,103 68,025
Unquoted Ioan stock 9,073 11,276 20,349 9,590
Quoted equity - - - 64
84,426 48,026 132,452 77,679
3 30 June 2025 20.1
Ordinary C ab avaa Takad 30 June
2024
shares C shares Total 2024
£'000 £'000 £'000 £'000
Opening valuation 77,679 - 77,679 68,000
Purchases at cost 10,410 1,865 12,275 9,832
Transfer on merger - 47,432 47,432 -
Disposal proceeds (4,154) (582) (4,736) (2,772)
Realised gains/(losses) 163 (9) 154 (396)
Movement in loan stock accrued income (51) - (51) (74)
Unrealised gains/(losses) 379 (680) (301) 3,089
Closing valuation 84,426 48,026 132,452 77,679
Movement in loan stock accrued income
Opening accumulated loan stock accrued income 87 - 87 161
Movement in loan stock accrued income (51) - (51) (74)
Closing accumulated loan stock accrued income 36 - 36 87
Movement in unrealised gains/(losses)
Opening accumulated unrealised gains 30,171 - 30,171 26,336
Transfer of previously unrealised (gains)/losses to realised reserve (997) _ (997) 746
on disposal of investments (997) - (337) 740
Movement in unrealised gains/(losses) 379 (680) (301) 3,089
Closing accumulated unrealised gains/(losses) 29,553 (680) 28,873 30,171
Historic cost basis
Opening book cost 47,420 - 47,420 41,503
Purchases at cost 10,410 1,865 12,275 9,832
Transfer on merger - 47,432 47,432 -
Disposals at cost (2,994) (591) (3,585) (3,915)
Closing book cost 54,836 48,706 103,542 47,420

Purchases and disposals detailed above do not agree to the Statement of cash flows due to restructuring of investments, conversion of convertible loan stock and settlement of receivables and payables.

Loan stock accrued income above represents only the loan stock interest which has been recognised as revenue on the basis that it is expected to be received in accordance with the accounting policy in note 2. Where loan stock interest does not meet the note 2 recognition criteria for investment income, it forms part of the investment valuation where this is supported by the overall valuation of the portfolio company and is included within the unrealised gains and losses on investments.

Fixed asset investments are valued at fair value in accordance with the IPEV guidelines as follows:

3 30 June 2025
Ordinary
shares
C shares Total 30 June
2024
£'000 £'000 £'000 £'000
Cost and price of recent investment (calibrated and reviewed for impairment) 48,461 20,613 69,074 45,580
Revenue multiple 23,240 10,492 33,732 16,187
Discounted cash flow – supported by third party valuation 5,303 8,251 13,554 5,855
Earnings multiple – supported by third party valuation 2,801 2,452 5,253 4,145
Earnings multiple 2,773 2,799 5,572 2,625
Discounted offer price 890 1,299 2,189 2,332
Net assets 958 2,120 3,078 891
84,426 48,026 132,452 77,615

When using the cost or price of a recent investment in the valuations, the Company looks to re-calibrate this price at each valuation point by reviewing progress within the investment, comparing against the initial investment thesis, assessing if there are any significant events, or milestones that would indicate the value of the investment has changed and considering whether a market-based methodology (i.e. using multiples from comparable public companies) or a discounted cashflow forecast would be more appropriate. The background to the transaction is also considered when the price of investment may not be an appropriate measure of fair value, for example, disproportionate dilution of existing investors from a new investor coming on board or the market conditions at the time of investment no longer being a true reflection of fair value.

The main inputs into the calibration exercise, and for the valuation models using multiples, are revenue, EBITDA and P/E multiples (based on the most recent revenue, EBITDA or earnings achieved and equivalent corresponding revenue, EBITDA or earnings multiples of comparable companies), quality of earnings assessments and comparability difference adjustments. Revenue multiples are often used, rather than EBITDA or earnings, due to the nature of the Company's investments, being in growth and technology companies which are not normally expected to achieve profitability or scale for a number of years. Where an investment has achieved scale and profitability the Company would normally then expect to switch to using an EBITDA or earnings multiple methodology.

In the calibration exercise and in determining the valuation for the Company's equity instruments, comparable trading multiples are used. In accordance with the Company's policy, appropriate comparable companies based on industry, size, developmental stage, revenue generation and strategy are determined and a trading multiple for each comparable company identified is then calculated. The multiple is calculated by dividing the enterprise value of the comparable group by its revenue, EBITDA or earnings. The trading multiple is then adjusted for considerations such as illiquidity, marketability and other differences, advantages and disadvantages between the portfolio company and the comparable public companies based on company specific facts and circumstances.

The investment in Quantexa, valued at £20,877,000 at 30 June 2025 (which increased in value by £1,178,000 in the year) was valued using a discount to price of recent investment (calibrated and reviewed for impairment) methodology. This was a result of a recent Series F funding round (which included external investors) for Quantexa, which completed in March 2025. The Board looked at market comparable data including growth rates when conducting its calibration exercise and considered the methodology used was the most appropriate.

As part of the valuation process, the majority of the asset backed businesses also have an annual external third party valuation performed to support the investment managers valuations. The third party valuers are experts in their fields, and have access to many similar business transactions in those specialty areas, and form part of the Manager's fair value assessment.

Fair value investments had the following movements between valuation methodologies:

Valuation at 30 June 2025
Ordinary shares
Change in valuation methodology (2024 to 2025) £'000 Explanatory note
Cost and price of recent investment (calibrated and reviewed for impairment) to revenue multiple 7,386 More appropriate valuation methodology
Revenue multiple to cost and price of recent investment (calibrated and reviewed for impairment) 3,931 Recent funding rounds
Cost and price of recent investment (calibrated and reviewed for impairment) to discounted offer price 890 Offer received in the year
Cost and price of recent investment (calibrated and reviewed for impairment) to net assets 102 More appropriate valuation methodology

The valuation will be the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEV Guidelines. The Directors believe that, within these parameters, these are the most appropriate methods of valuation as at 30 June 2025.

FRS 102 and the SORP requires the Company to disclose the inputs to the valuation methods applied to its investments measured at FVTPL in a fair value hierarchy. The table below sets out fair value hierarchy definitions using FRS102 s.2A.

Fair value hierarchy Definition
Level 1 Unadjusted quoted prices in an active market
Level 2 Inputs to valuations are from observable sources and are directly or indirectly derived from prices
Level 3 Inputs to valuations not based on observable market data

Unquoted equity, preference shares and loan stock are all valued according to Level 3 valuation methods.

Investments held at fair value through profit or loss (Level 3) had the following movements:

3
Ordinary 30 June
shares C shares Total 2024
£'000 £'000 £'000 £'000
Opening balance 77,615 - 77,615 67,740
Purchases at cost 10,410 1,865 12,275 9,832
Transfer on merger - 47,398 47,398 -
Disposal proceeds (4,134) (565) (4,699) (2,663)
Movement in loan stock accrued income (51) - (51) (74)
Realised gains/(losses) 207 8 215 (368)
Unrealised gains/(losses) 379 (680) (301) 3,148
Closing balance 84,426 48,026 132,452 77,615

The Directors are required to consider the impact of changing one or more of the inputs used as part of the valuation process to reasonable possible alternative assumptions. 55% of the combined portfolio of investments is equity that is valued based on recent investment price, discounted offer price, net assets and cost and is therefore not sensitised. An additional 15% of the combined portfolio is loan stock, which typically has a fixed or floating charge on the assets of the portfolio company, and has therefore also not been sensitised. For the remainder of the portfolio, the Board has considered the reasonable possible alternative input assumptions on the valuation of the portfolio and believes that changes to inputs (by adjusting the earnings and revenue multiples) could lead to a change in the fair value of the portfolio. The Board has reviewed the Manager's adjusted inputs for a number of the largest portfolio companies (by value) which covers 15% of the combined portfolio, as shown in the table below. This has resulted in a total coverage of 87% of all the combined portfolio of investments.

The main inputs considered for each type of valuation is as follows:

Change in fair value of investments Change in NA\
Valuation
technique
Portfolio company
sector
Input Base
case*
Change
in input
Ordinary
shares
£'000
C shares Total
£'000
Ordinary
shares
(pence
per
share)
C shares
(pence
per
share)
Revenue Healthcare Revenue 3.8x - +0.4x 620 - 620 0.16 -
multiple multiple -0.4x (620) (620) (0.16) -
Discounted cash flow – supported Discount Discount 150 99 249 0.04 0.08
by third party
valuation
Renewable energy rate Renewable energy rate 7.5% +0.5% (135) (89) (224) (0.03) (0.07)
Earnings Other Earnings 8.0x - +0.8x 186 191 377 0.05 0.14
multiple Other multiple 8.0 0.0x -0.8x (186) (191) (377) (0.05) (0.14)
Revenue Fintech Revenue 7.6x - +0.8x 170 292 462 0.04 0.22
multiple rintecii multiple 7.0X -0.8x (170) (292) (462) (0.04) (0.22)

*As detailed in the accounting policies on page 94, the base case is based on market comparables, discounted where appropriate for marketability, in accordance with the IPEV guidelines.

The impact of these changes could result in an overall increase in the valuation of the combined unquoted equity investments by £1,708,000 (1.5%) or a decrease in the valuation of equity investments by £1,683,000 (1.5%). The percentages are calculated on the combined unquoted equity investments of £112,102,000.

13. Significant interests

The principal activity of the Company is to select and hold a portfolio of investments. Although the Company, through the Manager, will, in some cases, be represented on the Board of the portfolio company, it will not take a controlling interest or become involved in the management. The size and structure of the companies with unquoted securities may result in certain holdings in the portfolio representing a participating interest without there being any partnership, joint venture or management consortium agreement. The investments listed below are held as part of an investment portfolio and therefore, as permitted by FRS 102 section 14.4B, they are measured at FVTPL and not accounted for using the equity method.

The Company has interests of greater than 20% of the nominal value of any class (some of which are non-voting) of the allotted shares in the portfolio companies on 30 June 2025 as described below:

Loss
before
Aggregate capital and % total
Registered tax reserves Result for year % class and voting
Company postcode £'000 £'000 ended share type rights
23.2%
Chonais River Hydro Limited EC1M 5QL, UK n/α* (257) 30 September 2024 A Ordinary 23.2%
26.5%
Gharagain River Hydro Limited EC1M 5QL, UK n/α* 153 30 September 2024 A Ordinary 26.5%
53.1%
MHS 1 Limited EC1M 5QL, UK (787) (3,939) 31 August 2024 B Ordinary 21.7%
47.2%
Kew Green VCT (Stansted) Limited EC1M 5QL, UK n/a* 2,708 31 December 2023 Ordinary 47.2%

* Filleted accounts which do not disclose this information.

14. Current assets

30 June 2025
Ordinary
shares C shares Total 30 June 2024
£'000 £'000 £'000 £'000
Prepayments and accrued income 23 12 35 41
Other receivables 51 24 75 -
Deferred consideration under one year 136 15 151 19
210 51 261 60

The deferred consideration under one year relates to the balance of proceeds due arising from the sale of investments. Deferral is in line with contractual terms and is expected to be settled in the coming year. No amounts are past due at the balance sheet date.

The Directors consider that the carrying amount of receivables is not materially different to their fair value.

15. Payables: amount falling due within one year

30 June 2025
Ordinary
shares C shares Total 30 June 2024
£'000 £'000 £'000 £'000
Trade payables 63 34 97 40
Accruals and deferred income 721 205 926 534
Other creditors 5 138 143 -
Other creditors: funds held pending legal completion
of sale - - - 2,210
789 377 1,166 2,784

The Directors consider that the carrying amount of payables is not materially different to their fair value.

16. Called-up share capital

Ordinary shares

Allotted, called-up and fully paid: £'000
347,175,442 Ordinary shares of 1 penny each at 30 June 2024 3,472
96,144,997 Ordinary shares of 1 penny each issued during the year 961
10,606,494 Ordinary shares of 1 penny each cancelled during the year (106)
432,713,945 Ordinary shares of 1 penny each at 30 June 2025 4,327
45,787,992 Ordinary shares of 1 penny each held in treasury at 30 June 2024 (458)
45,787,992 Ordinary shares of 1 penny each held in treasury at 30 June 2025 (458)
Voting rights of 386,925,953 Ordinary shares of 1 penny each at 30 June 2025 3,869

The Company purchased 10,606,494 Ordinary shares for cancellation (2024: 6,030,596) during the year at a total cost of £3,092,000 (2024: £1,770,000) which is included within the other distributable reserve.

The Company did not purchase any Ordinary shares to be held in treasury (2024: 2,502,101 Ordinary shares at a cost of £791,000), leading to a balance of 45,787,992 Ordinary shares (2024: 45,787,992) in treasury representing 10.6% (2024: 13.2%) of the Ordinary shares in issue on 30 June 2025.

Notes to the Financial Statements

Under the terms of the Dividend Reinvestment Scheme, the following new Ordinary shares of nominal value 1 penny each were allotted during the year:

Aggregate nominal Opening market
price on
Date of allotment Number of Ordinary
shares allotted
value of
Ordinary shares
(£'000)
Issue price
(pence per
Ordinary share)
Net invested
(£'000)
allotment date
(pence per
Ordinary share)
29 November 2024 1,225,965 12 30.66 355 29.50
30 April 2025 1,504,893 15 30.39 441 29.10
2,730,858 796

Under the terms of the Albion VCTs Prospectus Top Up Offers 2024/25, the following new Ordinary shares of nominal value 1 penny each, were allotted during the year:

Opening market
Aggregate nominal Net price on
value of Issue price consideration allotment date
Number of Ordinary Ordinary shares (pence per received* (pence per
Date of allotment shares allotted (£'000) Ordinary share) (£'000) Ordinary share)
21 March 2025 6,403,827 64 31.81 1,996 29.70
21 March 2025 1,500,881 15 31.97 468 29.70
21 March 2025 57,678,875 577 32.14 17,982 29.70
4 April 2025 27,830,556 278 32.14 8,676 29.70
93,414,139 29,122

*Net consideration received is calculated as the amount received by the Company after Offer costs of up to 3.0% as detailed in the Prospectus.

C shares

Allotted, called-up and fully paid:
nil C shares of 1 penny each at 30 June 2024 -
134,645,083 C shares of 1 penny each issued during the year* 1,346
3,054,794 C shares of 1 penny each cancelled during the year (31)
131,590,289 C shares of 1 penny each at 30 June 2025 1,316
Voting rights of 131,590,289 C shares of 1 penny each at 30 June 2025 1,316

* This includes 134,160,646 C shares issued to Albion Venture Capital Trust PLC shareholders as part of the merger. More details on this can be found in note 10.

The Company purchased 3,054,794 C shares for cancellation (2024: nil) during the year at a total cost of £1,230,000 which is included within the other distributable reserve.

Under the terms of the Dividend Reinvestment Scheme, the following new C shares of nominal value 1 penny each were allotted during the period:

Number of C shares Aggregate nominal
value of C shares
Issue price Net
invested
Opening market price
on allotment date
Date of allotment allotted (£'000) (pence per C share) (£'000) (pence per C share)
30 April 2025 484,437 5 42.19 196 40.40
484,437 196

17. Basic and diluted net asset value per share

30 June 2025 30 June 2024
(pence per share) (pence per share)
Basic and diluted net asset value per Ordinary share 30.33 32.20
Basic and diluted net asset value per C share 40.09 n/a

The basic and diluted net asset value per Ordinary share at the year end is calculated in accordance with the Articles of Association and is based upon total Ordinary shares in issue (less treasury shares) of 386,925,953 at 30 June 2025 (2024: 301,387,450).

The basic and diluted net asset value per C share at the period end is calculated in accordance with the Articles of Association and is based upon total C shares in issue of 131,590,289 at 30 June 2025.

18. Capital and financial instruments risk management

The Company's capital comprises Ordinary and C shares as described in note 16. The Company is permitted to buyback its own shares for cancellation or treasury purposes.

The Company's financial instruments comprise equity and loan stock investments in quoted and unquoted companies, cash balances, receivables and payables which arise from its operations. The main purpose of these financial instruments is to generate cash flow and revenue and capital appreciation for the Company's operations. The Company has no gearing or other financial liabilities apart from short term payables. The Company does not use any derivatives for the management of its Balance sheet.

The principal financial instrument risks arising from the Company's operations are:

  • investment or market risk (which comprises investment price and cash flow interest rate risk);
  • credit risk; and
  • liquidity risk.

The Board regularly reviews and agrees policies for managing each of these risks. There have been no changes in the nature of the risks that the Company has faced during the past year, and apart from where noted below, there have been no changes in the objectives, policies or processes for managing risks during the past year. The key risks are summarised below.

Market risk

As a Venture Capital Trust, it is the Company's specific nature to evaluate and control the market risk of its portfolio in quoted and unquoted companies, details of which are shown on pages 31 to 37. Market risk is the exposure of the Company to the revaluation and devaluation of investments. The main driver of market risk is the operational and financial performance of the portfolio company and the dynamics of market quoted comparators. The Manager receives management accounts from portfolio companies and members of the investment management team often sit on the boards of unquoted portfolio companies; this enables the close identification, monitoring and management of investment risk.

The Manager and the Board formally review market risk, both at the time of initial investment and at quarterly Board meetings.

The Board monitors the prices at which sales of investments are made to ensure that profits to the Company are maximised, and that valuations of investments retained within the portfolio are appropriately realistic compared to prices being achieved in the market for sales of quoted and unquoted investments.

The maximum investment risk as at the balance sheet date is the value of the fixed asset investment portfolio which is £132,452,000 (2024: £77,679,000). Fixed asset investments form 77.9% of the net asset value as at 30 June 2025 (2024: 80.0%). More details regarding the classification of fixed asset investments are shown in note 16.

Investment risk (including investment price risk)

Investment risk (including investment price risk) is the risk that the fair value of future investment cash flows will fluctuate due to factors specific to an investment instrument or to a market in similar instruments. As a Venture Capital Trust, the Company invests in accordance with the investment policy set out on page 7. The management of risk within the venture capital portfolio is addressed through careful investment selection, by diversification across different industry segments, by maintaining a wide spread of holdings in terms of financing stage and by limitation of the size of individual holdings. The Directors monitor the Manager's compliance with the investment policy, review and agree policies for managing this risk and monitor the overall level of risk on the investment portfolio on a regular basis.

Valuations are based on the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEV Guidelines. Details of the industries in which investments have been made are contained in the Portfolio of investments section on pages 31 to 37 and in the Strategic report.

As required under FRS 102 the Board is required to illustrate by way of a sensitivity analysis the extent to which the assets are exposed to market risk. In order to show the impact of sensitivity in market movements on the Company, a 10% increase or decrease in the valuation of the fixed asset investment portfolio (keeping all other variables constant) would increase or decrease the net asset value and return for the year by £13,245,000. A 20% increase or decrease in the valuation of the fixed asset investment portfolio (keeping all other variables constant) would increase or decrease the net asset value and return for the year by £26,490,000. A 10% to 20% sensitivity has been selected given that most fluctuations of both the Company and the FTSE All-Share Index's historical performance have been within this range and has been deemed appropriate based on the current level of uncertainty and volatility in markets around the world.

Further sensitivity analysis on fixed asset investments is included in note 12.

Interest rate risk

The Company is exposed to fixed and floating rate interest rate risk on its financial assets. On the basis of the Company's analysis, it was estimated that a rise or fall of 1% in all interest rates would have increased or decreased the investment income for the year by approximately £278,000 (2024: £235,000) in the Ordinary shares portfolio and in the C shares portfolio, a rise of 1% would have increase investment income by approximately £38,000, whilst a fall in interest rates would not have affected the investment income.

The weighted average effective interest rate applied to the Company's unquoted loan stock during the year was approximately 6.3% (2024: 8.1%) in the Ordinary shares portfolio and approximately 7.0% in the C shares portfolio. The weighted average period to maturity for the unquoted loan stock is approximately 2.2 years (2024: 2.0 years) in the Ordinary shares portfolio and approximately 2.0 years in the C shares portfolio.

The Company's financial assets and liabilities, all denominated in pounds sterling, consist of the following:

30 June 2025 30 June 2024
Fixed Floating Non-interest Fixed Floating
Non-interest
rate rate bearing Total rate rate bearing Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Unquoted equity - - 112,103 112,103 - - 68,025 68,025
Quoted equity - - - - - - 64 64
Unquoted loan stock 18,408 - 1,941 20,349 6,409 - 3,181 9,590
Receivables* - - 225 225 - - 19 19
Payables - - (1,166) (1,166) - - (2,784) (2,784)
Cash 5,306 33,259 - 38,565 9,511 12,578 - 22,089
23,714 33,259 113,103 170,076 15,920 12,578 68,505 97,003

*The receivables do not reconcile to the Balance sheet as prepayments are not included in the above table.

Credit risk

Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Company is exposed to credit risk through its receivables, investment in unquoted loan stock and through the holding of cash on deposit with banks.

The Manager evaluates credit risk on loan stock prior to investment, and as part of its ongoing monitoring of investments. In doing this, it takes into account the extent and quality of any security held. For loan stock investments made prior to 6 April 2018, which account for 71% of loan stock value, typically loan stock instruments have a fixed or floating charge, which may or may not have been subordinated, over the assets of the portfolio company in order to mitigate the gross credit risk.

The Manager receives management accounts from portfolio companies, and members of the investment management team often sit on the boards of unquoted portfolio companies; this enables the close identification, monitoring and management of investment specific credit risk.

The Manager and the Board formally review credit risk (including receivables) and other risks, both at the time of initial investment and at quarterly Board meetings.

The Company's total gross credit risk as at 30 June 2025 was limited to £20,349,000 (2024: £9,590,000) of unquoted loan stock instruments, £38,565,000 (2024: £22,089,000) of cash deposits with banks and £261,000 (2024: £60,000) of other receivables.

At the balance sheet date, cash in bank and at hand held by the Company was held with Lloyds Bank plc, HSBC Innovation Bank Ltd, Barclays Bank plc, Bank of Montreal, and National Westminster Bank plc. Credit risk on cash transactions was mitigated by transacting with counterparties that are regulated entities subject to prudential supervision, with high credit ratings assigned by international credit-rating agencies.

The Company has an informal policy of limiting counterparty banking and floating rate note exposure to a maximum of 20% of net asset value for any one counterparty.

The credit profile of unquoted loan stock is described under liquidity risk below.

Liquidity risk

Liquid assets are held as cash on current account, on deposit, in bonds or short term money market accounts. Under the terms of its Articles, the Company has the ability to borrow up to the amount of its adjusted share capital and reserves of the latest published audited Balance sheet, which amounts to £165,855,000 as at 30 June 2025 (2024: £94,603,000).

The Company has no committed borrowing facilities as at 30 June 2025 (2024: nil). The Company had cash balances of £38,565,000 (2024: £22,089,000). The main cash outflows are for new investments, share buy-backs and dividend payments, which are within the control of the Company. The Manager formally reviews the cash requirements of the Company on a monthly basis, and the Board on a quarterly basis, as part of its review of management accounts and forecasts. The Company's financial liabilities which are predominantly short term in nature total £1,166,000 as at 30 June 2025 (2024: £2,784,000).

The carrying value of loan stock investments as analysed by expected maturity dates is as follows:

30 June 2025 30 June 2024
Fully Valued Fully Valued
performing Past due below cost Total performing Past due below cost Total
Redemption date £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Less than one year 11,199 3,211 - 14,410 5,620 600 609 6,829
1-2 years 393 - - 393 39 - - 39
2-3 years - - - - 206 - - 206
3-5 years 2,770 - 375 3,145 1,525 - - 1,525
5+ years 2,401 - - 2,401 991 - - 991
16,763 3,211 375 20,349 8,381 600 609 9,590

Notes to the Financial Statements

Loan stock can be past due as a result of interest or capital not being paid in accordance with contractual terms.

The cost of loan stock investments valued below cost is £1,737,000 (2024: £657,000).

The Company does not hold any assets as the result of the enforcement of security during the period and believes that the carrying values for both those valued below cost and past due assets are covered by the value of security held for these loan stock investments.

In view of the factors identified above, the Board considers that the Company is subject to low liquidity risk.

Fair values of financial assets and financial liabilities

All the Company's financial assets and liabilities as at 30 June 2025 are stated at fair value as determined by the Directors, with the exception of receivables, payables and cash which are carried at amortised cost. There are no financial liabilities other than payables. The Company's financial liabilities are all non-interest bearing. It is the Directors' opinion that the book value of the financial liabilities is not materially different to the fair value and all are payable within one year.

19. Commitments and contingencies

The Company had no financial commitments in respect of investments as at 30 June 2025 (2024: £nil).

There are no contingent liabilities or guarantees given by the Company as at 30 June 2025 (2024: £nil).

20. Post balance sheet events

Since the year end, the Company has had the following material post balance sheet events.

  • Completion of the sale of Accelex Technology in September 2025 resulting in a total of £1.1 million being received by the Ordinary shares portfolio, and a total of £1.6 million being received by the C shares portfolio;
  • Investments totalling £1,361,000 in 2 new and 2 existing portfolio companies in the Ordinary shares portfolio, and £42,000 in 2 existing portfolio companies in the C shares portfolio; and
  • Deferred consideration of £125,000 received by the Ordinary shares portfolio in July 2025 from the sale of Egress Software Technologies.

The Company announced on 22 August 2025 that it intends to participate in the Albion VCTs Top Up Offers 2025/26. Full details of the Offers will be contained in a prospectus that is expected to be published in October 2025 and will be available on the Manager's website at www.albion.capital.

21. Related party transactions

Other than transactions with the Manager as disclosed in note 5 and the Directors' remuneration disclosed in the Directors' remuneration report on pages 71 to 74, there are no other related party transactions or balances requiring disclosure.

GLOSSARY OF TERMS

AIC

Association of Investment Companies.

Alternative performance measure ("APM")

An APM is a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework. APMs provide shareholders with useful information on the performance of the business. A number of terms within this glossary are considered an APM.

AAVC

Albion Venture Capital Trust PLC.

C share

Ordinary C Share of Albion Crown VCT PLC.

Company

Albion Crown VCT PLC.

CRWC

Albion Crown VCT PLC C share portfolio

CRWN

Albion Crown VCT PLC Ordinary share portfolio

Cumulative dividends paid (APM)

The total amount of dividend distributions by the Company since launch to the year end. Dividends paid in the year are shown in note 9.

Merger with AAVC

Details on the merger with AAVC which completed on 19 December 2024 can be found in the circular at: www.albion.capital/mergers.

Movement in total shareholder value

Calculated using the total shareholder value per share for the year divided by the opening Net Asset Value.

Net asset value ("NAV")

The value of the Company's total assets less its total liabilities. This equals the total equity shareholders' funds.

Net asset value per share ("NAV per share")

NAV per share is calculated as net asset value divided by the number of shares in issue (excluding Treasury shares).

Ongoing charges ratio (APM)

Calculated using The Association of Investment Companies' (AIC) recommended methodology. This figure shows shareholders the total recurring annual running expenses (including investment management fees charged to capital reserves) as a percentage of the average net assets attributable to shareholders.

Year ended 30 June 2025 Year ended 30
Ordinary shares C shares Total June 2024
Ongoing charges ratio calculation £'000 £'000 £'000 £'000
A Recurring annual running expenses 2,536 712 3,248 2,076
B Average net assets 102,993 56,207 159,200 92,480
Ongoing charges (A/B) 2.46% 2.47%* 2.46% 2.24%

* The C shares Ongoing charges ratio has been annualised.

Glossary of terms

Payback period

In the context of the merger with Albion Venture Capital Trust PLC, this is the time taken for the annual cost savings post-merger to recoup the total costs incurred as a result of the merger.

Pps

Pence per share.

Shareholder return/(loss) (APM)

Calculated as the movement in total shareholder value per share for the year. The shareholder return/(loss) for the year is calculated as closing NAV at 30 June 2025 of 30.33 pence per Ordinary share and 40.09 pence per C share, adding the dividends paid in the year of 1.59 pence per Ordinary share and 1.08 pence per C share, less the opening NAV at 1 July 2024 of 32.20 pence per Ordinary share and less the NAV on the date of merger of 41.84 pence per C share. This gives a loss of 0.28 pence per Ordinary share and a loss of 0.67 pence per C share shareholder loss in the year.

Shareholder return percentage (APM)

Calculated as the Shareholder return/(loss) divided by opening NAV. The shareholder return/(loss) percentage for the year ended 30 June 2025 is (0.28) pence per Ordinary share and (0.67) pence per C share divided by opening NAV of 32.20 pence per Ordinary share and the NAV on the date of merger of 41.84 pence per C share. This gives a 0.9% shareholder loss percentage for Ordinary shares and a 1.6% shareholder loss percentage for C shares.

Total shareholder value per share (APM)

Calculated using the NAV per share plus dividends paid per share since launch. This shows shareholders the returns both in terms of the performance of the Company but also including dividends issued from the Company which no longer form part of the Company's assets. Total shareholder return per share over the past 10 years can be found in the graph on page 8.

Total shareholder return per share (with dividends reinvested) (APM)

The total shareholder return per share to the shareholder including original amount invested (rebased to 100) from 1 July 2015 assuming that dividends were invested at the net asset value of the Company at the time that the shares were quoted ex-dividend. Transaction costs are not taken into account.

Total return to shareholders in a period (APM)

This return comprises dividends paid and the change in net asset value over the relevant periods. For example, the 5 year total return to shareholders is calculated as the closing period NAV at 30 June 2025 of 30.33 pence per Ordinary share and 40.09 pence per C share less the opening NAV on 1 July 2020 of 33.14 pence per Ordinary share and 71.81 pence per C share (using the NAV of the historic Albion Venture Capital Trust PLC ordinary shares that merged into the new class of C shares in Albion Crown VCT PLC on 19 December 2024). Total dividends paid in this 5 year period was 11.65 pence per Ordinary share and 36.85 pence per C share (using the historic dividends paid of the Albion Venture Capital Trust PLC ordinary shares that merged into the new class of C shares in Albion Crown VCT PLC on 19 December 2024). This gives a total return to shareholders in this 5 year period of 8.84 pence per Ordinary share and 5.13 pence per C share.

Total return to shareholders percentage (APM)

This percentage is calculated as the total return to shareholders in a period divided by the opening NAV. For example, the 5 year total return to shareholders percentage is the shareholder return for the period (8.84 pence per Ordinary share and 5.13 pence per C share per the above calculations), divided by the opening NAV on 1 July 2020 of 33.14 pence per Ordinary share and 71.81 pence per C share (using the NAV of the historic Albion Venture Capital Trust PLC ordinary shares that merged into the new class of C shares in Albion Crown VCT PLC on 19 December 2024). This gives a 5 year total return to shareholders percentage of 26.67% for Ordinary shares and 7.14% for C shares.

Voting rights

Each Ordinary and C share in the Company is entitled to one vote. Total voting rights is therefore the total number of Ordinary and C shares (except for treasury shares, which have no right to dividends or voting rights) in the Company.

NOTICE OF ANNUAL GENERAL MEETING

SHAREHOLDERS SHOULD TAKE NOTE THAT THIS WILL BE A VIRTUAL AGM AND FURTHER DETAILS WILL BE MADE AVAILABLE AT WWW.ALBION.CAPITAL/VCT-FUNDS/CRWN.

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Albion Crown VCT PLC (the "Company") will be held virtually at noon on 27 November 2025 for the following purposes of considering and, if thought fit, to pass the following resolutions, of which resolutions 1 to 11 will be proposed as ordinary resolutions and resolutions 12 and 13 will be proposed as special resolutions.

Ordinary Business

  • 1. To receive and adopt the Company's accounts for the year ended 30 June 2025 together with the Strategic report and the reports of the Directors and Auditor.
  • 2. To approve the Directors' remuneration report for the year ended 30 June 2025.
  • 3. To re-elect Pamela Garside as a director of the Company.
  • 4. To re-elect Ian Spence as a director of the Company.
  • 5. To elect Richard Glover as a director of the Company.
  • 6. To elect Ann Berresford as a director of the Company.
  • 7. To elect Richard Wilson as a director of the Company.
  • 8. To re-appoint Johnston Carmichael LLP as Auditor of the Company to hold office from conclusion of the meeting to the conclusion of the next meeting at which audited accounts are to be laid.
  • 9. To authorise the Directors to agree the Auditor's remuneration.

Special Business

10. Authority to allot shares

That, 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 (the "Act") to exercise all powers of the Company to allot shares in the capital of the Company and to grant rights to subscribe for or to convert any security into shares in the Company:

  • a) Up to an aggregate nominal amount of £1,298,142 in respect of Ordinary shares (representing approximately 30% of the issued Ordinary share capital as at the date of the passing of this resolution); and
  • b) Up to an aggregate nominal amount of £263,181 in respect of C shares (representing approximately 20% of the issued C share capital as at the date of the passing of this resolution);

(an Ordinary share and/or a C shares being a "Share" and together the "Shares") provided that this authority shall expire 15 months from the date that this resolution is passed, or if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2026, but so that the Company may, before the expiry of such period, make an offer or agreement which would or might require such Shares to be allotted or rights to subscribe for or convert securities into Shares to be granted after such expiry and the Directors may allot Shares pursuant to such an offer or agreement as if this authority had not expired.

11. Renewal of the Company's dividend reinvestment scheme for Ordinary shares and authority to allot Ordinary shares under the scheme

That, in accordance with article 112 of the Company's articles of association (the "Articles"), and in addition to existing authorities, the Directors be and are hereby authorised to continue to apply the Company's dividend reinvestment scheme for Ordinary shares on the terms and conditions of the scheme applicable to

Notice of Annual General Meeting

that share class (as set out on the Company's webpage at www.albion.capital/vct-funds/CRWN under the Dividends section) and to apply such scheme to all dividends that may be declared on the Ordinary shares within the period from the passing of this resolution 11 and ending at the conclusion of the fifth Annual General Meeting of the Company to be held following the date of this meeting and, in addition to the authority contained in resolution number 10, the Directors be and hereby are generally and unconditionally authorised in accordance with section 551 of the Act to exercise all powers of the Company to allot Ordinary shares up to an aggregate nominal amount of £432,714 (representing approximately 10% of the issued Ordinary share capital as at the date of this Notice) pursuant to the terms and conditions of the dividend reinvestment scheme referred to above and to apply that scheme to all dividends declared or paid in the period commencing on the date of this resolution 11 and ending on the later of 15 months from the date that this resolution is passed, or if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2026.

12. Authority for the disapplication of pre-emption rights

That, subject to the authority and conditional on the passing of resolution number 10, the Directors be and hereby are empowered, in accordance with sections 570 and 573 of the Act, to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by resolution number 10 and/or sell Ordinary shares and C shares held by the Company as treasury shares for cash as if section 561(1) of the Act did not apply to any such allotment or sale.

Under this power the Directors may impose any limits or restrictions and make any arrangements which they deem necessary or expedient to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or laws of, any territory or other matter, arising under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or any other matter.

This power shall expire 15 months from the date that this resolution is passed or, if earlier, the conclusion of the Annual General Meeting of the Company to be held in 2026, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if this power had not expired.

13. Authority to purchase own shares

That, subject to and in accordance with the Articles, the Company be and hereby are generally and unconditionally authorised, pursuant to and in accordance with section 701 of the Act, to make market purchases (within the meaning of section 693(4) of the Act) of Shares on such terms as the Directors think fit, provided always that:

  • a) the maximum number of 64,863,820 Ordinary shares (representing 14.99% of the issued Ordinary share capital as at the date of the passing of this resolution) and 19,725,384 C shares (representing 14.99% of the issued C share capital as at the date of the passing of this resolution) are hereby authorised to be purchased under this authority;
  • b) the minimum price, exclusive of any expenses, which may be paid for a Share is 1 penny;
  • c) the maximum price which may be paid for a Share shall be an amount equal to the higher of (a) 5% above the average of the middle market quotations for such a Share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the share is purchased; and (b) the amount stipulated by Article 5(6) of the Market Abuse Regulation (596/2014/EU) (as such regulation forms part of UK law as amended);
  • d) the authority hereby conferred shall, unless previously revoked, varied or renewed, expire 15 months from the date that this resolution is passed or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2026; and

e) the Company may enter into a contract or contracts to purchase Shares under this authority before the expiry of the authority which will or may be executed wholly or partly after the expiry of the authority, and may make a purchase of shares in pursuance of any such contract or contracts as if the authority conferred hereby has not expired.

By Order of the Board

Albion Capital Group LLP

Company Secretary Registered office 1 Benjamin Street London, EC1M 5QL 13 October 2025

Albion Crown VCT PLC is registered in England and Wales with company number 03495287.

Notice of Annual General Meeting

Notes

  • 1. Members entitled to participate virtually in, speak and vote at the Annual General Meeting ("AGM") may appoint a proxy or proxies (who need not be a member of the Company) to exercise these rights in their place at the AGM. A member may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares. Proxies may only be appointed by:
  • completing and returning the Form of Proxy enclosed with this Notice to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY; or
  • going to www.eproxyappointment.com and following the instructions provided there; or
  • by having an appropriate CREST message transmitted, if you are a user of the CREST system (including CREST personal members).

Return of the Form of Proxy will not preclude a member from participating virtually in the meeting and voting. A member may not use any electronic address provided in the Notice of this meeting to communicate with the Company for any purposes other than those expressly stated.

To be effective the Form of Proxy must be completed in accordance with the instructions and received by the Registrars of the Company by noon on 25 November 2025.

At the AGM, all resolutions will be voted on by way of a poll. On a vote by poll, every shareholder who participates virtually or by proxy has one vote for every share of which they are the holder.

In accordance with good governance practice, the Company is offering shareholders use of an online service, offered by the Company's registrar, Computershare Investor Services, at www.eproxyappointment.com. Shareholders can use this service to vote or appoint a proxy online. The same voting deadline of noon on 25 November 2025 applies as if you were using your Personalised Voting Form to vote, or appoint a proxy by post to vote for you. Shareholders who hold their shares electronically may submit their votes through CREST, by submitting the appropriate and authenticated CREST message so as to be received by the Company's registrar not later than two business days before the start of the meeting. Instructions on how to vote through CREST can be found by accessing the following website: www.euroclear.com. Shareholders should not show this information to anyone unless they wish to give proxy instructions on their behalf.

  • 2. Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 ("the Act") to enjoy information rights (a "Nominated Person") may, under an agreement between him or her and the member by whom he or she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he or she may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights.
  • The statement of rights of members in relation to the appointment of proxies in note 1 above does not apply to Nominated Persons. The rights described in that note can only be exercised by members of the Company.
  • 3. To be entitled to participate virtually in and vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), members must be registered in the register of members of the Company at noon on 25 November 2025 (or, in the event of any adjournment, on the date which is two business days before the time of the adjourned meeting). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to participate virtually and vote at the meeting.
  • 4. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for this AGM and any adjournment(s) by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK and Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent by noon on 25 November 2025. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK and Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be

necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

  • 5. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
  • 6. A copy of this Notice, and other information regarding the meeting, as required by section 311A of the Act, is available from www.albion.capital/vct-funds/CRWN under the 'Financials' section.
  • 7. Any member participating virtually in the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. Given that the Company has some 11,500 shareholders, to enable the Board and the Manager to respond to questions, and to ensure sufficient time is devoted to managing the assets on behalf of the shareholders, the Directors ask that the members submit no more than two questions per shareholder, which should be of a substantive nature and relating to the business being dealt with at the meeting.
  • 8. Copies of letters of appointment between the Directors and the Company will be available for inspection at the registered office of the Company during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays) from the date of this Notice until the conclusion of the meeting.
  • 9. Under section 527 of the Act members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the Auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstances connected with an Auditor of the Company ceasing to hold office since the previous meeting at which the annual accounts and reports were laid in accordance with section 437 of the Act. The Company may not require the members requesting any such website publication to pay its expenses in complying with section 527 and 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on a website.
  • 10. Members satisfying the thresholds in Section 338 of the Companies Act 2006 may require the Company to give, to members of the Company entitled to receive notice of the AGM, notice of a resolution which those members intend to move (and which may properly be moved) at the AGM. A resolution may properly be moved at the AGM unless (i) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment of the Company's constitution or otherwise); (ii) it is defamatory of any person; or (iii) it is frivolous or vexatious. The business which may be dealt with at the AGM includes a resolution circulated pursuant to this right. A request made pursuant to this right may be in hard copy or electronic form, must identify the resolution of which notice is to be given, must be authenticated by the person(s) making it and must be received by the Company not later than 6 weeks before the date of the AGM.
  • 11. Members satisfying the thresholds in Section 338A of the Companies Act 2006 may request the Company to include in the business to be dealt with at the AGM any matter (other than a proposed resolution) which may properly be included in the business at the AGM.
  • A matter may properly be included in the business at the AGM unless (i) it is defamatory of any person; or (ii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the matter to be included in the business, must be accompanied by a statement setting out the grounds for the request, must be authenticated by the person(s) making it and must be received by the Company not later than 6 weeks before the date of the AGM.
  • 12. As at 10 October 2025 being the latest practicable date prior to the publication of this Notice, the Company's issued share capital consists of 432,713,945 Ordinary shares and 131,590,289 C shares with a nominal value of 1 penny each. The Company also holds 45,787,992 Ordinary shares in treasury. Therefore, the total voting rights in the Company as at 10 October 2025 are 518,516,242.

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Cover photo © istock / NiseriN All inside images © istock / AodLeo, StudioM1, NiseriN, Just_Super, shulz and © Unsplash / CHUTTERSNAP, Ricardo Gomez Angel, Teemu Paananen

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