CALCULUS VCT PLC

Annual Report • Jun 30, 2023

1 Registered number 07142153 Calculus VCT plc Report and Accounts For the year ended 28 February 2023 2 About Calculus VCT plc OUR AIM The Calculus VCT plc (the “Company”) is a tax efficient listed company which aims to achieve long-term returns, including tax-free dividends, for investors. INVESTMENT OBJECTIVE The Company invests, primarily, in a diversified portfolio of VCT qualifying UK growth companies, whether unquoted or traded on AIM. Investments are made selectively across a range of sectors in companies that have the potential for long-term growth. Our investment is intended to support those companies to grow, innovate and scale up. The Board of Directors (the “Board)” believes that the Company can benefit from leveraging the sector experience and the inherent synergies from grouping similar businesses. Consequently, investments, primarily, fall within three sectors: technology, life sciences and media. The Investment Objective has been met historically, enabling the Company to deliver target returns of a dividend of 4.5% of NAV to date. DIVIDEND OBJECTIVE Your Board aims to maintain a regular tax-free annual dividend mindful of the need to maintain net asset value. The ability to meet these twin objectives depends significantly on the level and timing of profitable realisations and cannot be guaranteed. 3 Contents Strategic Report 6 Chairman’s Statement 6 Manager’s Review 8 Investment Portfolio 15 Business Review 27 Section 172 Statement 33 Board of Directors 34 The Manager 35 Directors’ Report 37 Corporate Governance 41 Audit Committee Report 45 Directors’ Remuneration Report 47 Directors’ Responsibilities Statement 51 Independent Auditor’s Report 52 Income Statement 59 Statement of Changes in Equity 60 Statement of Financial Position 62 Statement of Cashflows 63 Notes to the Financial Statements 64 Notice of Annual General Meeting 79 Shareholder Information 83 Glossary 84 Company Information 86 4 Key Dates 2023 Annual General Meeting: 21 August 2023 Dividend reinvestment scheme application deadline: 11 August 2023 Final dividend payment date: 25 August 2023 Company’s half year end: 31 August 2023 Unaudited half yearly results: to be announced October 2023 Annual results for thirteen month period to 31 March 2024: to be announced July 2024 Financial Highlights 2023 Year to 28 February 2023 Year to 28 February 2022 Net Asset Value per share 65.63p 67.90p Final dividend proposed 2.95p 3.06p Annual yield 4.50% 4.50% Total return per share 1.30p 4.83p Share price 62.50p 55.00p Portfolio Review 2023 £’000 2022 £’000 Opening portfolio value 24,359 19,632 New and follow-on investments made 5,292 4,295 Disposal proceeds (255) (2,124) Realised net (losses)/gains (63) 543 Prior year unrealised losses realised during the period (572) (106) Unrealised valuation gains 1,902 2,119 Closing portfolio value 30,663 24,359 These are Alternative Performance Measures (APM’s), which have been defined in the glossary on pages 84 and 85 of the Annual Report. 5 Investment Portfolio Yield 2023 £’000 2022 £’000 Loan interest 185 82 Total portfolio income in the year 255 83 Portfolio value at year end 30,663 24,359 Portfolio income yield 0.83% 0.34% Historical Total Return Financial year- ended NAV at the year- end (p) Cumulative dividends received (p) NAV at 28 February 2023 (p) Total NAV Return (p) 28 th February 2017 92.43 20.93 65.63 86.56 28 th February 2018 87.00 16.68 65.63 82.31 28 th February 2019 75.84 12.68 65.63 78.31 29 th February 2020 70.20 9.28 65.63 74.91 29 th February 2021 67.08 6.08 65.63 71.71 28 th February 2022 67.90 3.06 65.63 68.69 *Cumulative dividends received includes all dividends received since the relevant Financial year-end to date Total NAV return is equal to the sum of NAV at 28 February 2023 and cumulative dividends received 6 Strategic Report The Strategic Report has been prepared in accordance with the requirements of Section 414A of the Companies Act 2006 (the “Act”). Its purpose is to inform members of the Company and help them assess how the Directors have performed their legal duty under Section 172 of the Act, to promote the success of the Company for the benefit of the members as a whole and, in doing so, have a regard for the wider stakeholder interests. Chairman’s Statement I am pleased to present Calculus VCT plc’s (the Company) results for the year ended 28 February 2023. It has been another year of progress for the Company with five new investments and £5.7 million worth of new Ordinary shares allotted. The venture capital portfolio of qualifying investments grew in value by £1.9 million, excluding the effects of new and follow-on investments and exits. This portfolio growth was driven by the strong performance of a number of investee companies. The Company’s net asset value per share at the end of the financial year was 65.63 pence per share. In addition, it paid a dividend of 3.06 pence per share, giving a total return to shareholders for the year (NAV plus total dividends paid in the year) of 68.69 pence per share. Venture Capital Investments Calculus Capital Limited manages the portfolio of VCT qualifying investments made by the Company. The Company invested £3.2 million in five new investments and £2.1 million in six follow-on investments during the year ended 28 February 2023. New and follow-on investments are set out in the Manager’s review on page 8. Issue of New Ordinary shares The Company issued 8.7 million shares in the financial year to 28 February 2023 at an average issue price of 65.7 pence per share. Of these shares issued, 7.0 million shares were issued under the offer that launched on 13 September 2021 and closed on 31 August 2022. The Company launched a further offer on 21 September 2022, and issued 1.4 million shares under this offer in the financial year under review. Since the year end, the Company has issued a further 3.9 million shares on 15 March 2023 at an average price of 64.9 pence per share and a further 2.8 million shares on 5 April 2023 at an average price of 64.7 pence per share. Share Buybacks During the year, 846,270 shares were bought back for cancellation at no more than 5 per cent discount to the latest published NAV. In keeping with its policy of returning funds to shareholders, the Company will continue to consider opportunities for buybacks in the coming year. The total shares bought back represented 1.62 per cent of the weighted average number of shares in issue during the year ended 28 February 2023. The Company have agreed to continue to make timely and consistent buybacks to ensure shareholders can liquidate their holdings throughout the year and to manage the level of discount to share price. Dividend The Directors are pleased to announce a final dividend of 2.95 pence per Ordinary share to be paid to all Ordinary shareholders. Subject to shareholder approval, the Ordinary share dividend will be paid on 25 August 2023 to shareholders on the register on 28 July 2023. The deadline for the Scheme Administrator to receive any applications under the dividend reinvestment scheme is 11 August 2023. Environment, Social and Governance Your Board recognises that Sustainability and Environmental, Social and Governance (ESG) topics are important to our shareholders, our investment companies and to wider stakeholders. The Company has adopted and implemented an ESG policy. We are looking forward to continuing to integrate ESG further into our investment practices and operations. 7 Developments Since The Year End In March 2023, the Company made a £499k loan note investment in WheelRight Limited. WheelRight designs and manufactures unique drive-over tyre pressure and tread depth measuring equipment. WheelRight has developed a drive-over sensor plate to measure the pressure of all of a vehicle’s tyres (as well as axle weight), together with a strobe-based camera array to measure each tyre’s tread depth and identify external defects. Following this, the Company proceeded to invest a further £63k and £28k in the form of ordinary shares in May and June 2023 respectively and £472k in convertible loan notes in June 2023. In March 2023, the Company also made a follow-on investment in Quai Administration Services Limited (“Quai”). Quai provides platform technology combined with back-office administration services for the high-volume personal savings industry. Quai’s platform allows it to administer many thousands of individual savings plans at a fraction of the cost incurred by established insurance companies and wealth managers. In March 2023, Quai raised £530k of new equity and £260k of additional capital through the issue of a convertible loan note. The Calculus VCT invested £250k in the convertible loan note as part of this offering. In the same month, the Company made a £350k loan note investment in existing portfolio company, Blu Wireless Technology Limited (“Blu Wireless”). Blu Wireless provides the technology to allow data to be transmitted wirelessly at very high, fibre-like speeds. Blu Wireless is currently focused on providing reliable fibre-like connectivity on high-speed transport, perimeter security and secure high- speed vehicle to vehicle applications for the defence and security industries. As mentioned above, since the year end the Company has made a further allotment of Ordinary shares. On 15 March, 3.9 million shares were allotted at an average price of 64.9 pence per share and on 5 April 2023, a further 2.8 million Ordinary shares were allotted at an average price of 64.7 pence per share. Outlook The geopolitical and economic climate will likely continue to be challenging. The economic effects of Russia's invasion of Ukraine, rising inflation, interest rates and energy prices will clearly have an impact on consumer spending and may impact both consumer and business confidence. Recent turmoil in the banking sector is also likely to lead to a tightening credit environment. The Investment Manager continues to assess any risks and implement appropriate measures. The highly experienced team understands how to invest during various economic cycles. The Company’s focus on investment in growth companies in the technology, life sciences and media sectors, all of which are key expansion areas for the UK economy, will continue to provide opportunities for profitable investment. Despite the challenging market conditions, the Company ended the year strongly with an uplift in total return to shareholders and several notable uplifts in value within our current portfolio. We are pleased to announce that the VCT has successfully fundraised over £5.7 million in the current financial year. VCTs provide a compelling opportunity for UK investors to provide funding for businesses in a tax-efficient way, and we look forward to continuing to do so in the coming year. Jan Ward, Chairman 30 June 2023 8 Manager’s Review The Company, through its Investment Manager, Calculus Capital, invests in a diverse portfolio of established UK growth companies. The investments aim to support those companies to grow, innovate and scale while simultaneously achieving long-term returns. Calculus Capital’s success is underpinned by a disciplined investment process, strong risk management and very close monitoring of and partnerships with the portfolio companies. Results For the Year There has been a strong performance across a broad range of the Company’s qualifying investments, which is particularly encouraging given challenging market conditions. Performance Despite the ongoing global tensions in Eastern Europe causing inflation uncertainty and disruption in global supply chains, we are pleased with the growth in the Company’s portfolio and the uplifts in the valuations of several of portfolio companies. The most substantial movement in the qualifying portfolio was the £0.7m value increase of Oxford Biotherapeutics Limited (“OBT”). OBT has a robust pipeline of immuno-oncology therapies, which are used to re-engage and recruit the body’s immune system to attack cancer cells, therefore providing targeted treatment strategies to patients most in need. OBT’s clinical and pre-clinical pipeline of novel immunotherapies is balanced between internal programs, focused on Antibody Drug Conjugate’s (“ADC”) and checkpoint regulators, and externally partnered programs with large pharma companies such as Boehringer Ingelheim. OBT will receive development and regulatory milestone payments as well as royalties on any future product sales. Home Team Content Limited was founded in April 2020 by experienced producers Dominic Buchanan and Bennett McGhee. Dominic and Bennett have drawn on their existing slates and talent relationships to compile a development slate of projects with a mix of scale and budget level as well as commercial and international reach, with a focus on representing people of colour. Home Team also enjoyed an uplift in value since February 2022, increasing the NAV by £0.34 million. In October 2022, the company agreed a ‘first look’ deal with Universal International Studios (UIS). Home Team will develop and produce premium television projects with UIS for the UK and global market, focusing on championing underrepresented creatives and new voices. Brouhaha Entertainment was founded by experienced producers, Gabrielle Tana, Troy Lum, and Andrew Mason in 2021. Gabrielle Tana, who was Oscar-nominated for Philomena, and whose other productions include The Duchess, The Dig and Thirteen Lives’, is based in London. Troy Lum and Andrew Mason are based in Sydney. After a successful first period of operation to March 2022, Brouhaha saw five projects go into production in the year to March 2023. The company’s film Firebrand, starring Jude Law and Alicia Vikander, is one of the official selections for the Cannes Film Festival. Brouhaha is in post-production on a limited series for Netflix entitled Boy Swallow Universe. Brouhaha’s NAV increased by £0.5m in the year to March 2023. AIM listed Scancell Holdings’ technology develops novel immunotherapies for the treatment of cancer based on its proprietary technology platforms. Scancell saw its share price rise resulting in an increase of £0.1 million on the NAV. In October 2022, Scancell signed a licensing agreement with Genmab for its anti-glycan antibody, which could earn Scancell up to US$624m if all modalities are developed and commercialised. Wazoku Limited is an idea management company whose collaborative idea management platform helps organisations transform raw ideas generated by the workforce into actionable innovation. The company continues to grow well with approximately 25% growth in Annual Recurring Revenue (“ARR”) since March 2022 and successfully closed an £8.3 million equity funding in September 2022 of which Calculus VCT invested £0.3m. Rotageek provides a workforce management solution, creating staff schedules using cloud-based technology to effectively manage and engage staff. Rotageek’s proprietary solution assesses five years of historic business data before forecasting future customer demand to a 15-minute segment level, by location, staff skill or product. Since Calculus’ investment in April 2022, expansion into the global workforce management market has been strong. The company continues to expand its customer base, signing 19 new customers in 2022. The effects of these promising developments have produced a £0.1m increase on the Company’s NAV. IPV Limited is a provider of media asset management software to the global broadcast, corporate and sports industries. IPV is well placed in a world that increasingly uses video to deliver key messages. The company has deep roots in the broadcast industry which provides strong validation for their software. The greatest area of opportunity is in the non-broadcast area. IPV performed well in the year with recognised revenue growing by over 30% which supported a £29k increase in the Company’s NAV. Fiscaltec Group Limited, Riff Raff Entertainment and Open Energy Market Limited also saw their valuations increase over the year along with several other investee companies. These three valuation improvements added a further £0.1 million to the Company’s NAV. Conversely, during the year, we have reduced the valuations for several companies, including eConsult Health, AnTech, Blu Wireless 9 and Essentia Analytics, as their performance is currently behind our expectations. The route to profitability has been slower than anticipated for some of these companies, resulting in a total reduction in value of £0.4m. Unfavourable market movements also resulted in negative performance of the Company’s listed holdings, C4X Discovery and Arecor Therapeutics, where valuations were reduced by £0.3m and £0.5m, respectively. Portfolio growth represents the growth in the Company’s venture capital investments, excluding the increases related to new (and follow-on) investments and the decreases related to exits. The portfolio growth percentage represents Portfolio Growth divided by the average of the Company’s opening and closing venture capital investments. Exits In August 2022, the Company received a capital distribution from Park Street Shipping Limited. The distribution came from the sale of the MV Nordic, Park Street’s only asset, back in October 2021. The payment represents a 1.68X return on cost. Since then, Park Street has been put in members’ voluntary liquidation and a further small capital distribution will be made when the liquidation is finalised. The Board of Arcis Biotechnology Holdings appointed the MacDonald Partnership (TMP) to formally manage its administration process in September 2022. The company has experienced a reduction in the demand for its services as the country exited the covid pandemic, thus leading to its insolvency. The realised loss to the Company from this investment was £712k of which £662k was provided for in the prior year. 10 NAV Breakdown The net assets of £34.320 million break down as follows: During the year, the Company made eleven qualifying investments, seeking to develop its diversified portfolio. These included five new investments and six follow-on investments in existing portfolio companies. New Investments Destiny Pharma plc Destiny Pharma is a clinical stage biotechnology company, dedicated to the development and commercialisation of novel anti- infectives with a focus on infection prevention. In March 2022, the Calculus VCT invested £500k as part of a £6.45m fundraising. Recently, in February 2023, Sebela Pharmaceuticals, a US gastroenterology specialist, signed an exclusive collaboration and co- development agreement with Destiny Pharma for the North American rights of NTCD-M3, a medicine developed to prevent C.difficile infection (CDI) recurrence. Riff Raff Entertainment Limited Riff Raff Entertainment (“Riff Raff”) is a production company founded by Oscar-nominated actor and producer Jude Law and experienced producer Ben Jackson. The company has made significant progress since receiving investment from the Calculus VCT. Shooting for a TV series, Black Rabbit, which has been commissioned by Netflix, is scheduled to go into physical production in September 2023. The Order, a film starring Jude Law and Nicholas Hoult, commenced production in late spring 2023. The company is developing a strong slate with further films and TV series likely to go into production in 2024. Asset class NAV (£000s) % of NAV Number of investee companies/funds Unquoted company investments 22,387 65 32 AIM traded company investments 2,571 7 6 Liquidity Fund investments 5,705 17 3 Other net current assets 3,657 11 N/A Totals 34,320 100 41 Investments Date Sector Investment cost £'000 Website Destiny Pharma Plc March 2022 Healthcare 500 https://www.destinypharma.com/ Riff Raff Entertainment Limited June 2022 Media 424 https://www.riffrafffilms.tv/ Notify Technology Limited June 2022 Healthcare 628 https://www.notifytechnology.com/ Optalitix Limited July 2022 Technology 1,065 https://www.optalitix.com/ Arctic Shores Limited December 2022 Technology 610 https://www.arcticshores.com/ 11 Notify Technology Limited In June 2022, the Calculus VCT invested £0.6m in Notify Technology alongside £1.2 million from Calculus EIS investors and £1.3m from other investors. Notify provides an Environment, Health and Safety (“EHS”) SaaS platform that helps its clients create and maintain a safe working environment for its employees. Founded in 2017 by Duncan Davies and Andy Dumbell, organisations use Notify’s mobile-first software platform and integrated modules to help them deliver improvements to their safety, compliance wellbeing and sustainability culture. The platform allows individuals to digitally report near misses and incidents, generate EHS audits and checklists and complete various EHS tasks on their mobile phone or desktop. Many organisations still use locally stored databases, spreadsheets or even pen and paper to record health and safety incidents. Notify has users in over 100 countries, capturing 30,000 safety events, audits, actions and risk assessments per month. Optalitix Limited Optalitix is a technology company that adds value to insurers and other financial institutions, with a low code SaaS product allowing their customers to embed existing excel pricing and other models in the cloud with resulting improvements in governance and integration with other systems. The company currently has two key products - Optalitix Models, which turns spreadsheets into systems and Optalitix Quote, which is based on Models and creates a digital underwriting platform for insurers. These products are transforming the insurance sector as underwriters currently work with many models, which are manually run without proper systems and governance. The software allows the process to be streamlined and automated, saving companies thousands of hours of system development time and data processing time and providing an audit trail to improve governance. In August 2022, the Calculus VCT invested £1.1m and Calculus EIS funds invested £1.4m as part of a £4.0m fundraising. Arctic Shores Limited Arctic Shores provides psychometric assessments to help employers build the diverse, successful workforce of tomorrow by enabling organisations to widen their talent pools, unearthing high-quality candidates often overlooked by CV screening and traditional tests. Arctic Shores has run more than three million candidate assessments in over 40 countries. In December 2022, Calculus led a £5.75m equity round into Arctic Shores, alongside Praetura Ventures and existing investor Beringea with £0.6m coming from the Calculus VCT. Follow-on Investments Investments Date Sector Investment cost £'000 Website Axol Bioscience /Censo Biotechnologies March 2022 Healthcare 400 https://axolbio.com/ Arcis Biotechnology Holdings March 2022 Technology 50 https://arcisbio.com/ Rota Geek Limited June 2022 Technology 750 https://www.rotageek.com/ Thanksbox Limited August 2022 Technology 400 https://mo.work Wazoku Limited September 2022 Technology 300 https://www.wazoku.com/ Wonderhood February 2023 Creative 166 https://wonderhoodstudios.com/ Axol Bioscience Limited/Censo Biotechnologies Limited Following the 2021 merger with Censo, Axol now focuses on manufacturing cell lines (at the Edinburgh facility) as well as providing scientific services and conducting its own research (in Cambridge). Axol supplies high quality human cells, created using stem cell technology, to many of the world’s biggest and best-known pharma companies and research institutions. The cells, known as induced pluripotent stem cells (iPSCs), are originally derived from healthy adult donors and adult patients with specific disease backgrounds. The cells are then used for medical research, disease modelling and drug development. The company has earned an international reputation and has a strong pipeline of services contracts for 2023. Arcis Biotechnology Holdings Limited The Calculus VCT made a follow on investment of £50,000 in Arcis in March 2022. Following a decline in demand for its products as the country exited the covid pandemic, Arcis entered into administration in September 2022. 12 Rotageek Limited As described above, Rotageek provides a workforce management solution, creating staff schedules using cloud-based technology to effectively manage and engage staff. The company is led by the co-founder, and current CEO, Dr Chris McCullough, who spent 16 years in the NHS and 8 years as an Emergency Medicine Physician, at several London based hospitals, including St Mary’s Hospital. In June 2022, the Company invested £750k as part of a £2.75 million fundraising, alongside existing investors, as well as new investor. The fundraise will be used to support the company’s further expansion into the global workforce management market, primarily across retail and healthcare sectors. Thanksbox Limited Thanksbox Ltd trading as “Mo” provides a software platform which helps organisations improve their culture, connect their people, and improve employee engagement. Mo’s core product, ‘Moments’, captures moments of appreciation, recognition, inspiration and success, and helps build connections between colleagues. It is particularly relevant following the pandemic as many businesses are building a new way of hybrid working where employee engagement becomes an even greater challenge. In August 2022, the Calculus VCT invested £400k in convertible VCT qualifying loan notes as part of an £850k round alongside other shareholders. Following that investment, the company, with the support of the Calculus VCT, is conducting a strategic review to determine the best route forward. Wazoku Limited As described above, Wazoku provides idea management and open innovation software to enterprise customers. As an idea management software company, it strives to not only capture ideas, but also collate, evaluate, select, and transform ideas into actionable improvements. Its open innovation platform allows challenges to be sent to Wazoku’s network of over 400,000 solvers to create innovative solutions ranging from those advancing aeronautics and space research, to identifying disease targets for a new class of treatments and even to providing fresh water to developing communities. Wazoku continues to grow well and successfully closed an £8.3m equity funding in September 2022, of which the Calculus VCT invested £0.3m. Wonderhood Studios Wonderhood Studios operates a unique multi-discipline business model which is reconfiguring the model for a media business. The group comprises a full-service advertising agency, a TV production business, a social media content maker and a data insight unit that provides data-led intelligence to support the other units. Wonderhood Studios is the only company to appear simultaneously in the 2023 top thirty industry rankings for both the television and advertising sectors in the UK. The Calculus VCT invested £166,000, together with an investment of £390,000 by Calculus EIS funds, as part of a £1.5 million total equity fundraising. 13 Investment Diversification at 28 February 2023 Sectors by investment cost Total assets by value 44% 27% 18% 11% Technology Healthcare Media Legacy 59% 11% 17% 7% 6% Unquoted Company Equity Other liquid assets Liquidity Fund Investments AIM Traded Equity Unquoted Company Loanstock 14 Holding period of qualifying investments by value Breakdown of investments by cost and value 0.0m 2.0m 4.0m 6.0m 8.0m 10.0m 12.0m Technology Healthcare Media Legacy 9.20 5.57 3.68 2.25 10.51 6.68 6.53 1.23 Cost Value 5% 85% 10% Greater than 5 years Between 1 and 5 years Less than 1 year 15 Investment Portfolio Largest holdings by value Three of the Company’s ten largest investments are currently in liquidity funds. Details of the ten largest qualifying investments and of the liquidity funds are set out below. Investment Book Cost £’000 Valuation £’000 % of investment portfolio Top 10 Equity Investments Brouhaha Entertainment Limited 831 1,783 5.8 Home Team Content limited 786 1,763 5.8 Oxford BioTherapeutics Limited 350 1,612 5.3 Wazoku Limited 720 1,562 5.1 Rota Geek Limited 1,280 1,461 4.8 Optalitix Limited 1,065 1,065 3.5 Arecor Therapeutics plc 833 1,059 3.5 Censo Biotechnologies Limited 1,051 1,051 3.4 MIP Diagnostics Limited 982 1,021 3.3 Thanksbox Limited 1,020 1,020 3.3 Other AIM Investments (quoted equity) C4X Discovery Holdings 598 477 1.6 Scancell Plc 378 459 1.5 Destiny Pharma 500 330 1.1 Spectral Md Holdings 500 246 0.8 Harland and Wolff Group 2 - - Other Unquoted Equity Investments Fiscaltec Group Limited 768 972 3.2 Maven Screen Media Ltd 798 960 3.1 Riff Raff Entertaintment Ltd 424 911 3.0 Hinterview Limited 800 800 2.6 eConsult Health Limited 750 750 2.4 Notify Technology Limited 628 628 2.0 Arctic Shores Limited 610 610 2.0 Wonderhood Limited 441 558 1.8 Raindog Films Limited 396 557 1.8 Evoterra Limited 1,215 509 1.7 WheelRight Limited 500 491 1.6 16 all individual investee companies with a market value of less than £150k have been grouped together as “Other”. Calculus Capital Limited manages the portfolio of qualifying Investments made by the Company. To maintain its qualifying status as a Venture Capital Trust, the Company needed to be greater than 80 per cent invested in qualifying Investments by the end of the relevant third accounting period and to maintain it thereafter. At 28 February 2023, the qualifying percentage for the relevant funds was 86 per cent. Invizius Limited 375 428 1.4 IPV Limited 340 398 1.3 Blu Wireless Technology Limited 450 372 1.2 Open Energy Market Limited 200 320 1.0 Quai Administration Services Limited 370 301 1.0 Essentia Analytics Limited 200 251 0.8 Other 529 233 0.8 Quoted Funds Fidelity Sterling Liquidity Fund 1,883 1,943 6.3 Aberdeen Sterling Liquidity Fund 1,882 1,882 6.1 Goldman Sachs Liquidity Funds 1,880 1,880 6.1 Total Investments 26,335 30,663 100 17 Arecor Therapeutics plc (‘Arecor’) Arecor is a leader in developing biopharmaceutical products via the application of its patented Arestat™ formulation technology platform. Arestat™ is an innovative platform that enhances the effectiveness and stability of products, primarily in liquid solutions. These include stable high concentration antibodies, reformulations of lyophilised (powder) products into stable liquids, taking products out of the cold- chain (thermostability), as well as changing properties such as fast acting insulins. Using the Arestat™ platform, Arecor has developed its own portfolio of therapeutics, initially focused on enabling improved treatments for diabetes. In August 2022, the company completed a placement, raising £6.0m to acquire Tetris Pharma Ltd, a commercial stage speciality pharmaceutical company with a platform focused on injectable speciality products across the UK and Europe. In February 2023, the American Diabetes Association journal, Diabetes Care, published data from Arecor’s Phase I clinical trial of AT278, an ultra-concentrated (500 U/mL), ultra-rapid-acting insulin product candidate. In the same month, Arecor continued to show its partnering strength by announcing its eighth collaboration deal with a top-five pharmaceutical partner since its listing in May 2021. Net Asset Value as at Dec 2022 (£m) 17.5 Market AIM Valuation Basis BID Equity Valuation (£m) 79.6 18 Home Team Content Limited (‘Home Team Content’) Home Team Content was founded in April 2020 by experienced producers Dominic Buchanan and Bennett McGhee. Dominic and Bennett have drawn on their existing slates and talent relationships to compile a development slate of projects with a mix of scale and budget level as well as commercial and international reach, with a focus on representing people of colour. Home Team Content also enjoyed an uplift in value since February 2022, increasing the NAV by £0.34 million. In October 2022, the company agreed a ‘first look’ deal with Universal International Studios (UIS). Home Team will develop and produce premium television projects with UIS for the UK and global market, focusing on championing underrepresented creatives and new voices. Net Asset Value as at Sep 2021 (£m) 0.41 Market Unquoted Valuation Basis DCF, Comparable Companies, Precedent Transactions Equity Valuation (£m) 9.6 19 Brouhaha Entertainment Limited (‘Brouhaha’) Brouhaha was founded by experienced producers, Gabrielle Tana, Troy Lum, and Andrew Mason in 2021. Gabrielle Tana, who was Oscar- nominated for Philomena, and whose other productions include The Duchess, The Dig and Thirteen Lives’, is based in London. Troy Lum and Andrew Mason are based in Sydney. After a successful first period of operation to March 2022, Brouhaha saw five projects go into production in the year to March 2023. The company’s film Firebrand, starring Jude Law and Alicia Vikander, is one of the official selections for the Cannes Film Festival. Brouhaha is in post-production on a limited series for Netflix entitled Boy Swallow Universe. Brouhaha’s NAV increased by £0.5m in the year to March 2023. Net Asset Value as at March 2022 (£m) 1.37 Market Unquoted Valuation Basis DCF, Comparable companies and Precedent transactions Equity Valuation (£m) 12.6 20 MIP Discovery Limited (‘MIP’) MIP has developed a novel affinity reagent, Molecularly Imprinted Polymers (MIPs), sometimes called "plastic antibodies" which can be refined for use in several markets. The company was founded in 2015 as a spin out from the University of Leicester. Since founding, MIP evidenced the robust nature and ease of manufacturing of its MIPs. Both attributes give MIPs unique advantages over competitor products and traditional methodologies, especially antibodies. The recent development of the novel nanoMIP+ technology strengthens the position of the business further. NanoMIP+ allows both affinity and reduced size to match (or exceed) antibody performance, delivers higher binding- site density and allows for industrialisation of the platform. The robust nature of MIPs and nanoMIPs make them ideal reagents for a wide range of applications including point-of-care diagnostics and in field-based testing. Net Asset Value as at March 2022 (£m) 4.51 Market Unquoted Valuation Basis DCF Equity Valuation (£m) 12.5 21 Rotageek Limited (‘Rotageek’) Rotageek provides a workforce management solution, creating staff schedules using cloud-based technology to effectively manage and engage staff. Rotageek’s proprietary solution assesses five years of historic business data before forecasting future customer demand to a 15- minute level, by location, staff skill or product. The SaaS solution engages with the customer’s timesheet, leave management, and payroll solutions, allowing end-to-end optimisation. Evidence suggests that utilising Rotageek’s data-optimised staff schedules allows customers to reduce overtime spend, reduce schedule-related admin, improve staff engagement and flexibility, and improve staff retention. The company is led by the co-founder, and current CEO, Dr Chris McCullough, who spent 16 years in the NHS and 8 years as an Emergency Medicine Physician, at several London based hospitals, including St Mary’s Hospital. The difficulties of managing a shift-based, lean work force provided Chris with the motivation to establish Rotageek, alongside co-founders Nick Mann and Professor Roy Pounder. Net Asset Value as at Dec 2022 (£m) (1.25) Market Unquoted Valuation Basis DCF, Comparable Companies, Precedent Transactions Equity Valuation (£m) 13.9 22 Wazoku Limited (‘Wazoku’) Wazoku provides idea management and open innovation software to enterprise customers. As an idea management software company, it strives to not only capture ideas, but also collate, evaluate, select, and transform ideas into actionable improvements. Its open innovation platform allows challenges to be sent to Wazoku’s network of over 400,000 solvers to create innovative solutions ranging from those advancing aeronautics and space research, to identifying disease targets for a new class of treatments and even to providing fresh water to developing communities. Wazoku continues to grow well and successfully closed an £8.3m equity funding in September 2022, of which the Calculus VCT invested £0.3m. Net Asset Value as at March 2022 (£m) (1.3) Market Unquoted Valuation Basis DCF, Comparable Companies, Precedent Transactions Equity Valuation (£m) 68.0 23 Oxford Biotherapeutics Limited (‘OBT’) OBT is a clinical stage oncology company focussed on first-in-class immune therapies. The company’s research has a special emphasis patients with solid tumours who respond poorly to PD-1 inhibitors. OBTs clinical and pre-clinical pipeline of novel immunotherapies is balanced between internal programs, focused on Antibody Drug Conjugate’s (“ADC) and checkpoint regulators, and externally partnered programs with large pharma companies such as Boehringer Ingelheim and Kite, a Gilead company. The company’s lead internal asset, OBT076, is currently in Phase 1b clinical development. It is an experimental treatment for women with high-risk HER2 negative breast cancer, as well as other solid tumours including gastric, lung, bladder and ovarian cancer. In addition to partnering with key oncology innovators and developing its own assets, OBT maintains the world’s largest, proprietary, cancer specific membrane protein library, OGAP®. The OGAP® platform enables access to a wide range of targets which can be leveraged in external partnerships with leaders in the oncology space. Net Asset Value as at Dec 2022 (£m) (2.0) Market Unquoted Valuation Basis DCF and comparable companies Equity Valuation (£m) 276.6m 24 Thanksbox Limited (‘Mo’) Thanksbox Limited trading as “Mo” provides a software platform which helps organisations improve their culture, connect their people, and improve employee engagement. Mo’s core product, ‘Moments’, captures moments of appreciation, recognition, inspiration and success, and helps build connections between colleagues. It is particularly relevant following the pandemic as many businesses are building a new way of hybrid working where employee engagement becomes an even greater concern. Net Asset Value as at Dec 2021 (£m) 0.8 Market Unquoted Valuation Basis DCF, comparable companies and precedent transaction analysis Equity Valuation (£m) 5.4 25 Optalitix Limited (‘Optalitix’) Optalitix offers a low-code SaaS product to insurers and financial institutions which allows business processes based on Excel to be transformed into robust online systems. The company currently has two key products: Optalitix Models and Optalitix Quote. Optalitix Models is a low-code platform that allows easy conversion of spreadsheets into scalable systems that can be accessed by other systems. It offers features such as easy maintenance, model governance, and version control, making it a convenient solution for both non-developers and developers looking to convert spreadsheets into functional systems. The platform is cloud-based, scalable, and provides web pages and APIs for seamless integration with other systems. Optalitix Quote is specifically designed for insurers who use spreadsheets for pricing and want to transition to the cloud. It provides an end-to-end underwriting workflow, accelerating the quote issuance process and providing valuable data insights. The solution also includes prebuilt connections to policy administration systems and quoting systems, making it a comprehensive digital underwriting platform for insurers. Hosted in the cloud, Optalitix Quote ensures enterprise-grade security and robust infrastructure. These innovative products from Optalitix are transforming the insurance sector by streamlining and automating processes that were previously manual and lacked proper governance. By saving companies significant time in system development and data processing, while also providing an audit trail to enhance governance, Optalitix is helping insurers optimise their operations and improve efficiency. Net Asset Value as at Dec 2022 (£m) 2.3 Market Unquoted Valuation Basis DCF, Comparable, Precedent Transactions Equity Valuation (£m) 11.7 26 Axol Biosciences/Censo Biotechnologies Limited (‘Axol’) Following the 2021 merger with Censo Biotechnologies, Axol Biosciences now focuses on manufacturing cell lines at the Edinburgh facility as well as providing scientific services and conducting its own research in Cambridge. Axol supplies high quality human cells, created using stem cell technology, to many of the world’s biggest and best-known pharma companies and research institutions. The cells, known as induced pluripotent stem cells (iPSCs), are originally derived from healthy adult donors and adult patients with specific disease backgrounds. Axol uses the donated cells and iPSC technology to build physiologically relevant in vitro models, focusing on neurodegeneration, inflammatory disease, and cardio toxicity. The cells are then used for medical research, disease modelling and drug development. Axol has earned an international reputation for the production and characterisation of “excitable” cells. These include CiPA- validated cardiomyocytes, widely used in drug safety screening, and neural stem cells from patients with neurological conditions including Alzheimer’s disease and Parkinson’s disease, both primary areas for pharmaceutical development. Net Asset Value as at Dec 2021 (£m) 11.5 Market Unquoted Valuation Basis DCF, Comparable Companies, Precedent Transactions Equity Valuation (£m) 28.6 27 Business Review Company Activities and Status The Company is registered as a public limited company and incorporated in England and Wales with registration number 07142153. Its shares have a premium listing and are traded on the London Stock Exchange. On incorporation, the Company was an investment company under section 833 of the Companies Act 2006. On 18 May 2011, investment company status was revoked by the Company. This was done to allow the Company to pay dividends to shareholders using the special reserve (a distributable capital reserve), which had been created on the cancellation of the share premium account on 20 October 2010, 1 November 2017 and 8 December 2020. Company Business Model The Company’s business model is to conduct business as a VCT. Company affairs are conducted in a manner to satisfy the conditions to enable it to obtain approval as a VCT under sections 258-332 of the Income Tax Act 2007 (“ITA 2007”). Investment Policy The Company’s policy is to build a diverse portfolio of Qualifying Investments of primarily established unquoted companies across different industries and investments which may be by way of loan stock and/or fixed rate preference shares as well as Ordinary shares to generate income. The amount invested in any one sector and any one company will be no more than 20 per cent and 10 per cent respectively of the qualifying portfolio. These percentages are measured as at the time of investment. The Board and its Manager, Calculus Capital Limited, will review the portfolio of investments on a regular basis to assess asset allocation and the need to realise investments to meet the Company’s objectives or maintain VCT status. It is intended that a minimum of 75 per cent of the monies raised by the Company before being invested in qualifying investments will be invested in a variety of investments, which will be selected to preserve capital value, whilst generating income, and may include: • Bonds issued by the UK Government; and • Fixed income securities issued by major companies and institutions, liquidity funds and fixed deposits with counterparty credit rating of not less than A minus (Standard & Poor’s rated)/A3 (Moody’s rated). Where investment opportunities arise in one asset class which conflict with assets held or opportunities in another asset class, the Board will make the investment decision. Under its Articles, the Company has the ability to borrow a maximum amount equal to 25 per cent of the aggregate amount paid on all shares issued by the Company (together with any share premium thereon). The Board will consider borrowing if it is in the shareholders’ interests to do so. As at the year-end there were no borrowings. Long-Term Viability In assessing the long-term viability of the Company, the Directors have had regard to the guidance issued by the Financial Reporting Council. The Directors have assessed the prospects of the Company for a period of five years, which was selected because this is the minimum holding period for VCT shares if tax relief is to be retained. The Board’s strategic review considers the Company’s income and expenses, dividend policy, liquid investments and ability to make realisations of qualifying investments. Where appropriate, this analysis is carried out to evaluate the potential impact of the Company’s principal risks actually occurring. Based on the results of this analysis, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the five-year period of their assessment. The principal assumptions used are as follows: i) Calculus Capital Limited pays any expenses in excess of 3.0 per cent of NAV as set out on page 38 of the Accounts; ii) the level of dividends paid are at the discretion of the Board; iii) the Company’s liquid investments which include cash, money market instruments and quoted shares can be realised as permitted by the Company’s investment policy; iv) the illiquid nature of the qualifying portfolio. Based on the results of this analysis, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due. In making this statement the Board carried out a robust assessment of the emerging and principal risks facing the Company including those that might threaten its business model, future performance, solvency or liquidity. The procedures in place to identify emerging risks and explain how they are being managed or mitigated are set out on page 29. In order for the future of the Company to be considered by the members, the Directors shall procure that a resolution will be proposed at the tenth annual general meeting after the last allotment of shares (and thereafter at five yearly intervals) to the effect that the Company shall continue as a venture capital trust. 28 Alternative Investments Funds Directive (AIFMD) The AIFMD regulates the management of alternative investment funds, including VCTs. The VCT is externally managed under the AIFMD by Calculus Capital Limited which is a small authorised Alternative Investment Fund Manager. Risk Diversification The Board controls the overall risk of the Company. Calculus Capital Limited will ensure the Company has exposure to a diversified range of Qualifying Investments from different sectors. Since November 2015, the types of non-qualifying investment include: • Bonds issued by the UK Government; and • Fixed income securities issued by major companies and institutions, liquidity funds and fixed deposits with counterparty credit rating of not less than A minus (Standard & Poor’s rated)/A3 (Moody’s rated). VCT Regulation The Company’s Manager’s investment policy is designed to ensure that it will meet, and continue to meet, the requirements for approved VCT status from HM Revenue & Customs. Amongst other conditions, the Company may not invest more than 15 per cent (by value at the time of investment) of its investments in a single company and must have at least 80 per cent by value of its investments throughout the period in shares or securities in qualifying holdings. In addition, 30 per cent of any money raised after 6 April 2018 will need to be invested in qualifying holdings within 12 months after the end of the accounting period in which the money was raised and loan stock investments in investee companies must be unsecured and must not carry a coupon which exceeds 10 per cent per annum on average over a five-year period. Key Strategic Issues Considered During the Year Performance The Board reviews performance by reference to a number of key performance indicators (“KPIs”) and considers that the most relevant KPIs are those that communicate the financial performance and strength of the Company as a whole, being; • Total return per share • Net asset value per share • Dividends The financial highlights of the Company can be found on page 4 of the Report and Accounts. Further KPIs are those which show the Company’s position in relation to the VCT tests which it is required to meet in order to meet and maintain its VCT status. The Qualifying percentage is disclosed in the Manager’s review. The Company has received approval as a VCT from HM Revenue & Customs. There are no KPIs related to environmental and employee matters as these are not relevant to the Company, which delegates operations to external providers. 29 Emerging and Principal Risks Facing the Company and Management of Risk The Company is exposed to a variety of risks. The principal financial risks, the Company’s policies for managing these risks and the policy and practice regarding financial instruments are summarised in note 15 of the Accounts. The Board has also identified the following additional risks and uncertainties: Risk Possible Consequence Risk assessment during the year Risk management Investment, performance and valuation risk The risk of investment in poor quality businesses, which could reduce the returns to shareholders and could negatively impact 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 than larger, long established businesses. The Company’s investment valuation methodology is reliant on the accuracy and completeness of information that is issued by portfolio companies. In particular, the Directors may not be aware of or take into account certain events or circumstances which occur after the information issued by such companies is reported. Increased in the year due to the heightened economic and geopolitical issues. To reduce this risk, the Board places reliance upon the skills and expertise of the Manager and their track record over many years of making successful investments in this segment of the market. In addition, the Manager operates a formal and structured investment appraisal and review process, which includes an Investment Committee for all investments. Investments are actively and regularly monitored by the Manager (investment directors normally sit on portfolio company boards), including the level of diversification in the portfolio, and the Board receives detailed reports on each investment as part of the Manager’s report at quarterly board meetings. The 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 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 2018. 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 material facts up to the date of approval of the Financial Statements by the Board. 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. To reduce this risk, 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. Each investment in a new portfolio company is 30 also precleared with our professional advisers or H.M. Revenue & Customs. The Company monitors closely the extent of qualifying holdings and addresses this as required. 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 changes in the year. Board members and the Manager have experience of operating at senior levels within or advising quoted companies. The Board and the Manager receive regular updates on new regulations from its auditor, lawyers and other professional bodies. The Manager monitors VCT regulation and presents its findings to the Board on a quarterly basis. Operational and internal control risk (including cyber and data security 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 changes 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, including on matters relating to cyber security. . 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. Economic, political and social risk Changes in economic conditions, including, for example, interest rates, rates of inflation, industry conditions, competition, geopolitical conflicts, and other factors could substantially and adversely affect the Company’s prospects in a number of ways. This also includes risks of social upheaval, including from infection and population re- distribution, as well as economic risk challenges as a result of healthcare pandemics/infection as we have seen in recent years. Increased in the year due to higher levels of inflation and interest rates and the geopolitical risks from the Ukraine-Russia conflict. 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. 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 are continuously assessing the resilience of the portfolio, the Company and its operations and the robustness of the 31 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 these uncertain times. Liquidity risk The Company may not have sufficient cash available to meet its financial obligations. The Company’s portfolio is primarily in smaller unquoted companies, which are inherently illiquid as there is no readily available market, and thus it may be difficult to realise their fair value at short notice. No changes in the year. To reduce this risk, the Board reviews reports and discusses with the Manager on a quarterly basis. These include potential investment realisations (which are closely monitored by the Manager), dividend payments and operational expenditure. This ensures that there are sufficient cash resources available for the Company’s liabilities as they fall due. 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. Noncompliance 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. Increased, due to the new guidance issued on climate change reporting and increased importance to stakeholders. The Manager is a sponsor of the ESG Accord Initiatives and the Board is kept appraised of the evolving ESG policies at Board meetings. 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 themselves are working towards reducing their impact on the environment, and that the Manager takes account of ESG factors, including climate change, when making new investment decisions. Qualifying investments There are restrictions regarding the type of companies in which the Company may invest and there is no guarantee that suitable investment opportunities will be identified. Investment in unquoted companies and AIM-traded companies involves a higher degree of risk than investment in companies traded on the main market of the London Stock Exchange. These companies may not be freely marketable and realisations of such investments can be difficult and can take a considerable amount of time. There may also be constraints imposed upon the Company with respect to realisations in order to maintain its VCT status which may restrict the Company’s ability to obtain the maximum value from its investments. Calculus Capital Limited has been appointed to manage the qualifying investments portfolio and has extensive experience of investing in this type of investment. Regular reports are provided to the Board and a representative of Calculus Capital Limited is on the Company’s board. Risk is managed through the investment policy which limits the amount that can be invested in any one company and sector to 10 per cent and 20 per cent of the qualifying portfolio respectively at the time of investment. Employees, Environmental, Human Rights and Community Issues The Company has no employees and the Board comprises entirely non-executive directors. Day-to-day management of the Company’s business is delegated to the Manager (details of the management agreement are set out in the Directors’ Report) and the Company itself has no environmental, human rights or community policies. In carrying out its activities and in its relationships with suppliers, the Company will conduct itself responsibly, ethically and fairly. Calculus Capital Limited seeks to conduct its investment business in line with its Environment, Social and Governance policy mentioned below. The Board has reviewed the policies of the Manager and is 32 confident that these are appropriate. Environmental, Social and Governance (ESG) Policy Policy The Calculus Capital Limited (“Calculus Capital”) ESG Policy details its firm-wide commitment to integrate ESG considerations into its investment processes, and outlines the foundation, ownership, and oversight mechanisms, which underpin its approach. ESG integration is the practice of incorporating material ESG information into investment decisions and the way that it works with portfolio companies with the objective of improving the long-term financial outcomes of client portfolios. Responsibility ESG integration is a core part of the investment process, and as with all other components of the investment process, is the responsibility of the investment team. In turn, it is the responsibility of the Calculus Capital investment committee to ensure oversight and that all factors detailed in the ESG Policy are considered when making investment decisions, as well as in the management of existing portfolio companies. Investment Directors are accountable for ensuring existing portfolio companies adopt strategies which align with a transition to a more sustainable economy. Global greenhouse gas emissions The Company has no greenhouse gas emissions to report from the operations of the Company, nor does it have responsibility for any emissions producing sources including those within its underlying investment portfolio under part 7 of schedule 7 to the Large and Medium- sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended. Under the Manager’s ESG policy, the environmental impact of an investee company is considered at the point of investment. Human rights policy The Board conducts the Company’s affairs responsibly and factors the human rights implications of its decisions. Anti-bribery and corruption policy and UK Stewardship The Company takes into account the requirements of the UK Stewardship Code and has in place internal policies on a variety of matters including financial reporting, anti-bribery and corruption, anti-money laundering, conflicts of interest, and promoting sustainable practices within the firm. Anti-tax evasion In compliance with the Criminal Finance Act 2017, the Company has adopted a zero-tolerance approach to tax evasion. The Company has adopted the appropriate risk-based approach in respects of persons who perform or will perform services on behalf of the Company. Diversity The Board of the Company is committed to inclusion and diversity. At the year end, the Board of directors comprised one male Director and three female Directors, so has a diverse board in relation to gender diversity. The Board also considers other forms of diversity to be important and these factors will be considered as part of the recruitment process going forward. This is further set out in the Corporate Governance statement on page 41 of the Report and Accounts. Mission Statement Calculus recognises that it has a social and environmental responsibility beyond legal and regulatory requirements. It is committed to making a positive environmental and social impact, alongside continually improving performance and governance. Each of these are integral to its business strategy and operating methods. The ESG Policy will be reviewed at least annually to reflect changes within the Company, as well as alterations made regarding ESG considerations, more widely. Statement Regarding Annual Report and Accounts The Directors consider that taken as a whole, the Annual Report and Accounts is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. Jan Ward, Chairman 30 June 2023 33 Section 172 Statement Section 172 (1) of the Companies Act 2006 requires the Directors to explain how they have fulfilled their obligation to consider broader stakeholder interests when performing their duty to act in good faith for the benefit of all stakeholders. In doing this the Directors considered the following factors – - Likely consequences of any decisions in the long term - The interests of any employees - The need to foster business relationships with suppliers, shareholders, and others - The impact of the Company’s operations on the community and the environment - Maintaining a reputation for high standards of business conduct - Acting fairly as between all the members of the Company Communication with Shareholders The Board promotes and encourages communications with shareholders, primarily through interim and annual reports, and at annual general meetings (“AGMs”). The Board encourages shareholders to attend and vote at AGMs. Calculus Capital Limited as Manager keeps shareholders up to date with investee company news stories and updates on any open offers are included on quarterly newsletters sent to investors. Investee company news stories and regulatory news is also available for shareholders to view on Calculus Capital’s website. Calculus Capital may also, from time to time, organise investor forums where shareholders have an opportunity to meet with management of portfolio companies. Shareholders will have the ability to vote by proxy and return proxy forms either electronically or in the post. Directors’ decisions are intended to fulfil the Company’s aims and objectives to achieve long-term returns for shareholders. In addition to providing the opportunity to benefit from investment in a diverse portfolio of unquoted growing companies, the Board aims to pay annual dividends equivalent to 4.5% of NAV. During the financial year, 3.06 pence dividends per share were paid to registered shareholders. As part of its policy to return funds to shareholders, the Company will continue to consider opportunities for buybacks. 846,270 shares were bought back for cancellation during the year. Oversight of Professional Advisors As is normal practice for VCTs, the Company delegates authority for the day-to-day management of the company to an experienced Manager. The Board ensures that it works very closely with Calculus Capital Limited to form strategy and objectives and oversee execution of the business and related policies. The Board receives quarterly performance updates at board meetings from the Manager in addition to regular ad hoc updates and portfolio news. The Manager attends every board meeting and the CEO of the Manager is also a member of the Company’s Board. The Board reviews other areas of operation over the course of the financial year including the Company’s business strategy, key risks, internal controls, compliance and other governance matters. The Board reviews the Manager’s fee annually. Oversight of Suppliers and Providers The board reviews annually the agreements with service providers including the administrators, custodian and depositary of the Company, to ensure value for money, accuracy and compliance. In carrying out its activities and in its relationships with suppliers, the Company aims to conduct itself responsibly, ethically and fairly. Working with Portfolio Companies The Board, through its investment policy and objectives, as detailed in page 27 of the Annual Report, incorporates considerations for ensuring alignment with the objectives agreed with the Manager and portfolio companies. Calculus Capital Limited as Manager is the main point of contact for investee companies and the Board ensures it receives updates on the entire portfolio quarterly. Further support was provided to some portfolio companies through follow-on investments. The Manager offers investee companies both financial support and practical help by offering specialist skills and contacts to help portfolio companies achieve their long-term objectives. Supporting the Environment and the Community The purpose of the regulations related to VCTs is to generate support and investment for small growth companies. Government endorsement of the sector is aimed at creating economic growth through innovation, entrepreneurship and employment. This benefits the economy and wellbeing of the community. The Manager incorporates consideration of social, environmental and governance issues in making investment decisions. Investments in life sciences companies such as Destiny Pharma and Scancell, for example, all have core missions to help society overcome disease. Destiny Pharma is developing novel anti-infectives with the aim of preventing life threatening infections and Scancell is trialling its technology to develop a Cancer vaccine. Supplementing the life sciences sector, med-tech company, eConsult works as an online portal to a GP practice, allowing clinicians to determine the right care pathway more efficiently for patients, benefiting the GP practices by releasing capacity and reducing costs. Home Team Content is another example of how the Manager takes societal matters into account when investing as the company has a particular focus on the representation of people of colour within the media industry. The Board takes into consideration the potential long-term effect of their decisions on all its associated stakeholders. The effects on members, the long-term success of the Company, compliance with regulations, adherence with the Association of Investment Companies (“AIC”) code and the reputation of the Company are all taken into consideration. 34 Board of Directors Jan Ward (Chairman) Jan has been a mechanical engineer for over 30 years in metals, manufacturing and distribution. She has worked at board level for specialty metals producers and distributors and has lived and worked in the US, Europe and the Middle East. Jan is the Founder of Corrotherm International Ltd, a company specialising in high alloy metals for use in oil, gas, petrochemical power and desalination industries, she grew the company from a one-woman company to an entity now with offices in seven countries. An adviser and non-executive board member to a number of manufacturing companies and government departments, she is also the Director of the Saudi British Joint Business Council and UAE UK Business Council, Director of Energy Industries Council. She is a NatWest everywoman award winner, as well as IoD London and South East Global Director of the year. Jan was awarded a CBE for services to Business and Honorary Doctorate of Engineering. Janine Nicholls (Audit Committee Chairman) Janine has spent more than 20 years in private equity and asset management in both investment and operational roles. Latterly, Janine was Chief Operating Officer at GHO Capital, a specialist investor in European and North American healthcare. Prior to that, she was Chief Operating Officer at Hermes GPE, an investor in private equity funds, companies and infrastructure. Janine joined both of these businesses at their inception and shaped the governance, risk and operating strategies that underpinned a number of successful fundraisings from institutional investors. Before turning to operations, she was Head of Private Equity for The Pearl Group. In July 2021 Janine joined Snowball Impact Management Limited ('Snowball') as Chief Operating Officer on a part time basis. Snowball runs a multi-manager impact fund investing in funds which contribute towards social equity and environment solutions. The Board confirms that there is no conflict of interest with this appointment. Janine began her career with seven years at Price Waterhouse where she qualified as a Chartered Accountant before moving into corporate finance and transaction roles in New York and London. She holds a Masters in Business Administration (MBA) from INSEAD, a BSc(Econ) from the London School of Economics and the Investment Management Certificate. John Glencross John co-founded Calculus Capital Limited in 1999, creating one of the UK’s most successful, independent private equity firms focused on investing in smaller, unquoted companies. John has over 30 years’ experience in private equity, corporate finance, and operational management. During that time, he has invested in, advised on or negotiated more than 100 transactions and served on publicly quoted and private corporate boards. Before co-founding Calculus Capital Limited, John served as an Executive Director of European Corporate Finance for UBS for nine years where he advised on M&A, IPOs, restructurings and recapitalisations, strategic alliances and private equity. At the start of his career, John qualified as a Chartered Accountant with Peat Marwick (subsequently KPMG), where he then went on to be recruited as a founder member of Deloitte’s newly established Corporate Finance practice in London. John graduated from Oxford University with an MA (Hons) in Philosophy, Politics and Economics. Claire Olsen * Claire has a background in financial services marketing and research and is currently an independent consultant. Prior to this, she was Head of European Corporate & Research Marketing for equity research firm AB Bernstein where she was responsible for directing the strategy, growth, development and execution of the EMEA corporate research marketing programme. During her 11 years at AB Bernstein, she developed their European Strategic Decisions Conference to become Europe’s largest and most respected generalist conference, rated by institutional investors and corporate management teams. Before joining AB Bernstein, Claire consulted for a number of Corporate Finance Boutiques, Investment Management firms and High Net Worth Individuals. Claire began her career working at JPMorgan Chase (previously Flemings Investment Bank) and is a qualified Paralegal and Legal Executive. *independent of the Manager 35 The Manager Calculus Capital Limited (“Calculus Capital”) is appointed as Manager to the Company and also provides secretarial, administration and custodian services to the Company. Calculus Capital is a generalist investor in the venture capital and EIS sector and has extensive experience investing across a multitude of sectors, including hosted software, life sciences and the creative industry.. Calculus Capital’s focus is to find and back capable management teams in established companies that are already successfully selling products and services. Calculus Capital is recognised as a leading manager of Venture Capital Investments and has been awarded the EIS Association “Best EIS Fund Manager” Award five times, “Best EIS Investment Manager” at the 2018 and 2016 Growth Investor Awards, “Best Generalist EIS” at the 2018 Tax Efficiency Awards and ‘Outstanding Contribution to EIS’ at the EISA 25th Anniversary Awards in 2019. Calculus Capital has also been named Finalist in the ‘Best VCT’ category for both the 2019 Investment Week Tax Efficiency awards and 2018, 2019 and 2020 Growth Investor Awards. Calculus Capital’s success is underpinned by a disciplined investment process, strong risk management and very close monitoring of and partnership with the portfolio companies. Calculus Capital has a team of 20 members. The Calculus Capital team involved with Calculus VCT includes the following individuals: John Glencross, Chief Executive of Calculus Capital Limited Details for John Glencross can be found on page 34. Susan McDonald, Chairman of Calculus Capital Limited Susan also chairs Calculus Capital’s Investment Committee which approves all new investment and disposals. Susan has over 30 years of financial services experience and has personally directed investment to over 80 companies in the last 20 years covering a diverse range of sectors. She has regularly served as board member of the firm’s private equity backed companies. Before co-founding Calculus Capital, Susan was Director and Head of Asian Equity Sales at Banco Santander. Prior to this, she gained over 12 years’ experience in company analysis, flotations and private placements with Jardine Fleming in Hong Kong, Robert Fleming (London) and Peregrine Securities (UK) Limited. Susan has an MBA from the University of Arizona and a BSc from the University of Florida. Before entering the financial services industry, Susan worked for Conoco National Gas Products Division and with Abbott Laboratories Diagnostics Division. Julie Ngo, Chief Operating Officer Prior to joining Calculus, Julie was for seven years Head of Compliance and Finance at Neuron Advisers, a hedge fund manager. At Neuron Advisers, she had responsibility for all financial and regulatory activities of the business. Amongst her achievements, she was instrumental in structuring and launching a new macro systematic fund and had responsibility for liquidating another. Julie also set up a new management reporting system, managed restructuring of the group due to regulatory (AIFMD) changes, project managed the AIFMD transition (including application for variation of FCA permission) and registration with NFA/CFTC authorities. Julie qualified as a Chartered Certified accountant with PwC and is a CFA charter holder. She holds a Bachelor of Economics from Hanoi Finance Academy and an MBA from Oxford University. Natalie Evans, Finance Director and Company Secretary Natalie has over 12 years’ experience working in private equity both in the fund operations and finance roles. Natalie is responsible for finance and operations at Calculus Capital. Until recently Natalie was Head of Fund Administration and she still oversees all areas of VCT fund administration, operations and reporting. Natalie also carries out the company secretarial work for the Company. Natalie is a chartered management accountant and holds a first class Bachelor of Law degree. Prior to this Natalie graduated with a Masters of Modern Languages from the University of Manchester. Richard Moore, Co-Head of Investments Richard joined Calculus Capital in 2013. Prior to this he was a Director at Citigroup, and also previously worked at JP Morgan and Strata Technology Partners. Richard has over 15 years’ corporate finance experience advising public and private corporations and financial sponsors on a range of M&A and capital raising transactions. Richard’s role is to source and execute new deals, as well as managing some of the existing portfolio companies through to exit. Richard began his investment banking career in the UK mid- cap advisory team at Flemings (acquired by JPMorgan in 2000), working with companies across a broad a range of sectors. More recently Richard has specialised in advising companies in the technology industry. Richard has advised on a wide range of transactions including buy-side and sell-side M&A mandates, public equity and debt offerings, private equity investments and leveraged buy outs in the UK, Europe, US and Asia. Richard began his career at KPMG where he qualified as a Chartered Accountant. He has a BA (Hons) in Politics and Economics from Durham University. 36 Alexander Crawford, Co-Head of Investments Alexander joined Calculus Capital in 2015, and has over 22 years’ corporate finance experience, incorporating M&A, capital raising in both public and private markets, and other strategic advice. He spent ten years with Robert Fleming & Co, Evercore Partners and JP Morgan in London, New York and Johannesburg, where he advised the South African government on the hedge fund team of their incumbent telecoms operator. He was more recently a Managing Director at Pall Mall Capital. Alexander’s role is to source and execute new deals, as well as managing some of the existing portfolio companies through to exit. Alexander has an MA in Mathematics from Cambridge University and qualified as a Chartered Accountant with KPMG. Dominic Harris, Portfolio Management Director Dominic joined Calculus Capital in 2019. Prior to this he was an Investment Director at Valtegra, a mid-market, private equity firm. Dominic’s role is to monitor and manage the performance of Calculus’ investee companies. He has over 22 years investment experience, including as an investment banker in both M&A execution and coverage across the industrials, transport, shipping and services sectors. He previously worked at HSBC, Nomura, KPMG, Citigroup and BDO LLP. Dominic has a Masters in Finance from London Business School, an MBA from SDA Bocconi Business School, Milan and a BA(Hons) in Economics from the University of Manchester. He is also a Chartered Accountant having qualified with BDO LLP. Elizabeth Klein, Investment Director Elizabeth joined Calculus Capital in 2022 and has over 20 years’ experience in Life Science investing. Elizabeth joined Calcul us from Klein-Edmonds Associates, which she founded in 2015 to support and advise stakeholders in the UK’s Life Sciences industry. Her career spans equity research and investment analysis, and her client base included – amongst others – Radnor Capital Partners, Grant Thornton, and the Bio-Industry Association. She has a BSc in Applied Biology, an MA in History of Medicine and an MBA. Elizabeth’s role is to source and execute new deals, as well as advising a number of Calculus’ portfolio companies. 37 Directors’ Report The Directors present their Annual Report and Accounts for the year ended 28 February 2023. Directors Jan Ward Janine Nicholls John Glencross Claire Olsen The Board is responsible for efficient and effective leadership of the Company. There is a formal schedule of matters reserved for the decision of the Board which has been set out on page 41 of the Report and Accounts. The Board meets at least four times a year and comprises four Directors, three of which are independent to the Manager. The Audit Committee reports to the Board on matters relating to the audit and the Annual Report of the Company. Key areas for which the Audit Committee is responsible has been set out on page 43 of the Report and Accounts, The Audit Committee meets at least twice a year and comprises all three independent non-executive Directors. In the year to 28 February 2023, all but one formal Board and Audit Committee meetings were attended by all Directors. Biographical notes of the Directors are given on page 34. Under the Listing Rules, John Glencross is subject to annual re-election due to his connection to Calculus Capital Limited and will therefore be standing for re-election at the Annual General Meeting. Claire Olsen, Jan Ward and Janine Nicholls were elected at the last Annual General Meeting. All Directors stand for re-election at the upcoming Annual General Meeting. It is the policy of the Company to employ an independent third party to lead the recruitment process for any future Directors. Formal performance evaluation of the Directors and the Board has been carried out and the Board considers that all of the Directors contribute effectively and have the skills and experience relevant to the future leadership and direction of the Company. Further details of this process can be found on page 42 of the Report and Accounts. The Board accordingly recommends that John Glencross, Jan Ward, Claire Olsen and Janine Nicholls be re-elected as Directors at the Annual General Meeting. John Glencross is Chief Executive and a Director of Calculus Capital Limited and is deemed to have an interest in the Calculus Management Agreements and the Performance Incentive Agreement. None of the other Directors or any persons connected with them had a material interest in the Company’s transactions, arrangements nor agreements during the year. The Company has made no donations to any political parties. The rules concerning the appointment and replacement of Directors are contained in the Company’s Articles of Association. Dividends Details of the dividend recommended by the Board are set out in the Strategic Report on page 6 of the Accounts. Directors’ fees A report on Directors’ remuneration is set out on pages 47 to 50 of the Accounts. Directors’ and Officers’ liability insurance Directors’ and Officers’ liability insurance cover is provided at the expense of the Company. Share Capital The capital structure of the Company and movements during the year are set out in note 12 of the Accounts. At the year end, no shares 38 were held in Treasury. During the year, the following changes to the Company’s share capital have taken place: Since the year end, a further 6,717,012 new Ordinary shares have been issued pursuant to an offer for subscription. Substantial Shareholdings As at 28 February 2023, there were no notifiable interests above 3 per cent in the voting rights of the Company. Management Calculus Capital Limited is the qualifying Investments’ portfolio manager. Calculus Capital Limited was appointed as Manager pursuant to an agreement dated 2 March 2010. A supplemental agreement was entered into on 7 January 2011 in relation to the management of the C Share fund. A further supplemental agreement was entered into on 26 October 2015 in relation to the management of the D share fund and covers the addition of company secretarial duties. The supplemental management agreement entered into on 12 September 2017 relates to the merged share fund (together, the “Calculus Management Agreements”). From 12 September 2017, Calculus Capital Limited agreed to meet the annual expenses of the Company in excess of 3.0 per cent of the net asset value of the Ordinary shares. Pursuant to the Calculus Management Agreements, Calculus Capital Limited will receive an annual management fee of 1.75 per cent of the net asset value of the Ordinary share fund, calculated and payable quarterly in arrears. Calculus Capital Limited is also entitled to a fee of £15,000 per annum (VAT inclusive where applicable) for the provision of company secretarial services. For the year to 28 February 2023 Calculus Capital Limited charged £564,449 in management fees, £18,000 (VAT inclusive) in company secretarial fees, and did not contribute to the expenses (2022: charged £436,508 in management fees, £18,000 in company secretarial fees and did not contribute to the expenses). Performance Fees Pursuant to a Performance Incentive Agreement dated 26 October 2015, Calculus Capital Limited is entitled to a performance incentive fee equal to 20 per cent of Ordinary shareholder (formerly D shareholder) dividends and distributions paid in excess of 105 pence. The Board have assessed the likelihood of a performance fee being paid as remote and have thus not made a provision for it in these accounts. In making this assessment the Board have considered the current performance of the Company, including dividends paid out and the current net asset value attributable to Ordinary shareholders. Investec Structured Products was appointed as Manager pursuant to an agreement dated 2 March 2010, and their appointment as Manager terminated in February 2017. Certain performance incentive agreements were entered into with Calculus Capital Limited and Investec Structured Products. Pursuant to a legacy performance incentive agreement between the Company, Calculus Capital Limited and Investec Structured Products dated 2 March 2010, Investec Structured Products and Calculus Capital Limited were each to receive a performance incentive fee payable of an amount equal to 10 per cent of dividends and distributions paid to old ordinary shareholders following the payment of such dividends and distributions provided that such shareholders have received in aggregate distributions of at least 105p per Ordinary share (including the relevant distribution being offered). The Board assess the likelihood of this hurdle ever being met in the long term as a remote probability, and consequently have not recognised a liability or contingent liability in these financial statements. A legacy performance incentive agreement between the Company, Calculus Capital Limited and Investec Structured Products dated 7 January 2011 was entered into with reference to the C share class. As one of the performance hurdles has not been met, no incentive fee will ever be paid under this agreement, hence no performance fee has been accrued. The Board has recognised that the existing performance fee arrangements, described above, are no longer compatible with the current strategy of the Company nor a useful means of incentivising Calculus Capital Limited to attract and retain the talent necessary to drive Date Description No. of Shares 1 March 2022 Total shares brought forward 44,474,266 22 March 2022 Issue of new ordinary shares 2,245,500 5 April 2022 Issue of new ordinary shares 2,423,223 10 June 2022 Share buyback and cancellation (846,270) 30 June 2022 Issue of new ordinary shares 644,141 29 July 2022 Issue of new ordinary shares 310,544 31 August 2022 Issue of new ordinary shares 1,632,897 16 December 2022 Issue of new ordinary shares 1,412,156 28 February 2023 Total shares in issue 52,296,457 39 value growth for Shareholders. The Board has undertaken a review and will communicate any proposed changes in due course. Continuing Appointment of the Manager The Board keeps the performance of Calculus Capital Limited under continual review. A formal review of the Manager’s performance and the terms of their engagement has been carried out and the Board are of the opinion that the continuing appointment of Calculus Capital Limited as Manager is in the interests of shareholders as a whole. The Board is satisfied with the performance of the Company to date. The Board is confident that the VCT qualifying tests will continue to be met. Financial Risk Management The principal financial risks and the Company’s policies for managing these risks are set out in note 15 to the Accounts. Going Concern In assessing the going concern basis of accounting, the Directors have had regard to the guidance issued by the Financial Reporting Council. After making enquiries, and having reviewed the portfolio, balance sheet and projected income and expenditure for a period of 12 months from the date these financial statements were approved, the Directors have a reasonable expectation that the Company has adequate resources to continue in operation for at least the next twelve months. Consideration is given to the cash balances and holdings in money market funds, together with the ability of the Company to realise its investments. The Directors have assessed whether material uncertainties exist and their potential impact on the Company’s ability to continue as a going concern and conclude that no such material uncertainties exist. The Directors have therefore adopted a going concern basis in preparing the Financial Statements. Change of accounting reference date For operational efficiency, the Board has decided that the Company is changing its accounting reference date, with immediate effect from 28 February to 31 March. Accordingly, the Company will look to report as follow: • Unaudited half-yearly results for the six month period ending 31 August 2023 and • Audited results for the 13 months ending 31 March 2024 Following the change of its accounting reference date, subject to the shareholders’ approval at the AGM in 2024, the Company will aim to pay the dividend for the period ending 31 March 2024 in August 2024. Annual General Meeting A formal Notice convening the Annual General Meeting of the Company to be held on 21 August 2023 can be found on pages 79 to 80. The resolutions are as follows: • To receive and adopt the Strategic Report, Directors’ Report and Auditors’ Report and the audited Accounts for the year ended 28 February 2023 (Resolution 1). • To receive and approve the Directors’ Remuneration Report for the year ended 28 February 2023 (Resolution 2) • To approve the Directors’ Remuneration Policy (Resolution 3). • To approve the payment of a final dividend of 2.95 pence per Ordinary Share (Resolution 4). • To re-elect John Glencross as a Director of the Company (Resolution 5). • To re-elect Janine Nicholls as a Director of the Company (Resolution 6). • To re-elect Jan Ward as a Director of the Company (Resolution 7). • To re-elect Claire Olsen as a Director of the Company (Resolution 8). • To re-appoint BDO LLP as Auditor to the Company to hold office until the conclusion of the next annual general meeting of the Company (Resolution 9) 40 • To authorise the Directors to fix the auditors’ remuneration (Resolution 10). • To grant the Directors the power to allot Ordinary shares (Resolution 11). • To disapply pre-emption rights (Resolution 12). • To give the Directors authority to purchase shares (Resolution 13). • To authorise the Company to hold general meetings on 14 clear days’ notice (Resolution 14). • To cancel the share premium account and the capital redemption reserve (Resolution 15). Resolutions 1 to 11 will be proposed as ordinary resolutions and resolutions 12 to 15 will be proposed as special resolutions. Further explanation of the special resolutions is given below. Resolution 12 will sanction in a limited manner the disapplication of pre-emption rights in respect of the allotment of equity securities for cash pursuant to the authority conferred by resolution 11. This authority will be effective until the conclusion of the next Annual General Meeting (expected to be in August 2024). The Board believes that it is beneficial to the Company for it to continue to have the flexibility to purchase in the market its own shares. Resolution 13 seeks authority from the Shareholders for the Company to be authorised to do so when considered appropriate by the directors. It is proposed by Special Resolution 13 that the Directors be given authority to make market purchases of the Company’s own shares. Under this authority the Directors may purchase shares with an aggregate nominal amount up to but not exceeding 10 per cent of the Company’s issued Ordinary share capital. When buying shares, the Directors cannot pay a price per share which is more than 105 per cent of the middle market prices shown in the quotations for an Ordinary share in the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the Ordinary share is to be purchased. This authority will be effective until the conclusion of the next Annual General Meeting. The Board believe it is beneficial for the Company to have the flexibility to call general meetings, other than Annual General Meetings, at 14 clear days’ notice. The minimum notice period for annual general meetings will remain at 21 clear days. Resolution 14 will reduce the necessary notice period. The authority will be effective until the conclusion of the next Annual General Meeting. Resolution 15 seeks to cancel the share premium account and capital redemption reserve. If passed, this resolution will then allow, subject to Court approval, the reserve created by the cancellation to be treated as a realised profit. Shareholders’ approval for a reduction of share capital of the Company, including its share premium, is necessitated by section 641 of CA 2006. Developments Since the Year End Other than as mentioned above on page 7, there have been no other developments since the year end. Statement of Disclosure to the Auditor The Directors who held office at the date of approval of the Directors’ Report confirm that, so far as they are aware, (a) there is no relevant audit information of which the Company’s Auditor is unaware; and (b) each Director has taken all the steps that he/she ought to have taken as a Director to make himself/ herself aware of any relevant audit information and to establish that the Company’s Auditor is aware of that information. By order of the Board, Calculus Capital Limited Company Secretary 30 June 2023 41 Corporate Governance The Board is accountable to shareholders for the governance of the Company’s affairs and is committed to maintaining high standards of corporate governance and to the principles of good governance as set out in the AIC Code of Corporate Governance (2019) (the “Code”) issued by the AIC and endorsed by the Financial Reporting Council (“FRC”), a copy of which can be found at www.theaic.co.uk. This Code is in place to provide boards of AIC member companies with a framework of best practice in respect of the governance of investment companies. Pursuant to the Listing Rules of the Financial Conduct Authority, the Company is required to provide shareholders with a statement on how the main and supporting principles set out in the Code have been applied and whether the Company has complied with the provisions of the Code. The Board has established corporate governance arrangements that it believes are appropriate to the business of the Company as a venture capital trust. The Board has reviewed the Code, and considers that it has complied throughout the period, except as disclosed below: • The Company does not have a separate policy on the tenure of the Chair. The re-election of all Directors is sought annually at Annual General Meetings of the Company. • In light of the responsibilities retained by the Board and its committees and the responsibilities delegated to the Managers, the Administrator, the Registrars and legal advisers, the Company has not appointed a Chief Executive Officer, deputy Chairman or a senior independent Director as recommended by the AIC code. • Given the structure of the Company and the Board, the Board does not believe it necessary to appoint separate remuneration or nomination committees, no separate Management Engagement Committee has been established and the roles and responsibilities normally reserved for these committees will be a matter for the full Board. • The Company does not have an internal audit function as all of the Company’s management functions are performed by third parties whose internal controls are reviewed by the Board. However, the need for an internal audit function will be reviewed annually. The Board The Board comprises of four non-executive Directors, details of each can be found on page 34 of the Annual Report. The Board seeks to ensure that it has the appropriate balance of skills and experience, and considers that, collectively, it has substantial experience of investment management, venture capital investment and public company management. The Company has no employees. All Directors have sufficient time to commit to the business of the Company. None of the Directors has a service contract, but letters of appointment setting out the terms of their appointment are in place. Directors are not entitled to any compensation for loss of office. Copies of the letters of appointment are available on request from the Secretary. Directors are appointed with the expectation that they will serve for a period of at least three years and all Directors will retire at the first Annual General Meeting after election and will be subject to annual re-election thereafter in line with recommendations in the AIC Code of Corporate Governance (2019). The Board will consider the Code’s recommendation to re-evaluate independence when a Director has served for nine years. The Board considers succession planning in its annual evaluation. A procedure for the induction of new Directors has been established, including the opportunity of meeting with the relevant executive members and other principal personnel of the investment management company, and other service providers. The Directors may, in the furtherance of their duties as Directors, seek independent professional advice at the expense of the Company. The Company maintains Directors’ and Officers’ Liability Insurance. The Board considers diversity when reviewing Board composition and is committed to considering diversity when making future appointments. Board Operation Board meetings are held at least quarterly and additional ad hoc meetings are arranged as necessary. The Board is responsible for efficient and effective leadership of the Company. There is a formal schedule of matters reserved for the decision of the Board, which include: • approval of annual and half-yearly reports, circulars and other shareholder communications; • the payment of dividends; • the allotment of shares; • appointment and removal of Board members and officers of the Company; • the appointment of third-party service providers, including the Manager; and 42 • The Company’s strategy and culture including changes to the Company’s objectives, investment policy and accounting policies. Directors’ attendance at formal meetings during the year was as follows: Scheduled Board Meetings Audit Committee Meetings Number entitled to attend Number attended Number entitled to attend Number attended Janine Nicholls 4 3 2 1 John Glencross 4 4 - - Claire Olsen 4 4 2 2 Jan Ward 4 4 2 2 In accordance with the 2019 AIC Code, each year a formal performance evaluation is undertaken of the Board as a whole and its Committees. The Chairman evaluates the Directors individually more informally throughout the year. The Board considers the evaluation procedure to be robust and as such does not deem the use of an external Board evaluation to be necessary. The appraisal process was conducted by the Chairman by way of an evaluation questionnaire encompassing both quantitative and qualitative measures of performance. A senior independent Director has not been appointed but Janine Nicholls carries out the evaluation of the Chairman, also taking into account qualitative and quantitative measures. As a result of the evaluation, the Board considers that all the current Directors contribute effectively and have the skills and experience relevant to the leadership and direction of the Company. This process will be carried out annually. Independence of Directors The Board has reviewed the independence of each Director and considers that three Directors are fully independent of the Manager. John Glencross is Chief Executive and a Director of Calculus Capital Limited and is accordingly not deemed to be independent. John is a Director of Maven Screen Media Limited, RiffRaff Entertainment Limited, Raindog Films Limited, Brouhaha Entertainment Limited, Home Team Content Limited and Wonderhood Studios Limited. Jan Ward had been the Chairman of AnTech Limited, in which the Company is invested. AnTech is not considered as a material investment within the portfolio. Jan Ward’s position as AnTech’s Chairman does not have a significant impact to neither the AnTech investment nor the investment portfolio as a whole. Jan Ward resigned as a Director of AnTech Limited on 22 May 2023. This is not perceived to represent a conflict with Ms Ward’s position as a Director of the Company. The Board accordingly determined that she is independent. Claire Olsen was employed as a temporary maternity cover for Calculus Capital Limited during 2018. As her employment with Calculus Capital Limited terminated in 2018, prior to her appointment to the Board, the Board accordingly determined that she is independent. Nomination and Remuneration Committees Due to the size of the Company, the Board has not established a nomination committee, or a remuneration committee, and these matters are dealt with by the Board as a whole. The Board keeps under review the composition and balance of skills, knowledge and experience of the Directors and will make recommendations to shareholders for the election or re-election of Directors at the Annual General Meeting. The Board also keeps the levels of remuneration of the Directors under review to ensure that they reflect time commitment and responsibilities of the role and are broadly in-line with industry standards. The Directors’ fees were reviewed in the year ended 28 February 2023, as disclosed on page 47 of the annual report. The resolution to approve the Directors’ Remuneration Report was passed at the 2022 AGM by over 99 per cent of votes cast. Please refer to page 49 of the Annual Report for a comparison of total remuneration of Directors against dividends paid out in the year. Recruitment The Company does not have a specific diversity and inclusion policy; however it acknowledges that it is imperative for the Board to have the right balance of skills, knowledge and experience as well as gender, racial and other forms of diversity. As such, these factors are taken into account when making a new appointment, to ensure the diversity of the candidate pool is improved. Going forward, the Board has adopted a more formal and transparent recruitment process, with open advertising and utilising external search consultancies. It has also developed a standard framework ensuring both shortlists and interview panels are suitably diverse. Appointment of a new Director will be based on merit, skills, knowledge and relevant experience. The Board is fully supportive of the Hampton Alexander Report and strives to comply with the recommendations on diversity laid out in the AIC Code of Corporate Governance (2019). The Company’s Manager is an equal opportunity employer. The Board does not discriminate and take affirmative measures to ensure against discrimination in employment, recruitment, advertisements for employment, compensation, termination and other conditions of employment against any employee or candidate on the basis of race, colour, gender, national origin, age, religion, faith, disability, sexual orientation, gender identity or gender expression. 43 Conflicts of Interest The Articles of Association permit the Board to consider and, if it sees fit, to authorise situations where a Director has an interest that conflicts, or may possibly conflict, with the interests of the Company. There is in place a formal system for the Board to consider authorising such conflicts, whereby the Directors who have no interest in the matter, decide whether to authorise the conflict and any conditions to be attached to such authorisations. Significant shareholdings are made public to allow the Board to manage any conflicts so arising. As disclosed on page 38 of the Annual Report, on 28 February 2023 there were no significant shareholdings in the Company. Audit Committee An Audit Committee has been established and operates within clearly defined terms of reference, copies of which are available from the Secretary. The Committee comprises solely of the independent Directors and is chaired by Janine Nicholls. The Audit Committee members are considered to have sufficient, recent and relevant financial experience. The non-independent Director is also invited to attend the Audit Committee meetings as he is intimately involved in the Company’s affairs and has specific knowledge of the investments made by Calculus Capital on the Company’s behalf. The Audit Committee meets at least twice a year, with representatives of Calculus Capital invited to attend. The Audit Committee provides a forum through which the external Auditor reports to the Board. The Auditor attends the Audit Committee at least once a year, for consideration of the annual report and accounts. The principal responsibilities of the Audit Committee include monitoring the integrity of the accounts of the Company and reviewing the Company’s internal control and risk management systems. The Audit Committee also monitors the independence and objectivity of the external Auditor, reviews the scope and process of the audit undertaken by the external Auditor, and reviews the provision of non- audit services by the external Auditor. The Audit Committee reviews the need for non-audit services and authorises such on a case-by-case basis, having consideration to the cost-effectiveness of the services and the independence and objectivity of the Auditor. The Audit Committee Report can be found on page 45 of the Annual Report. Board Relationship with the Manager As disclosed above, there is a formal schedule of matters reserved for the decision of the Board. At each Board meeting the Directors follow a formal agenda with a comprehensive set of papers giving detailed information on the Company’s transactions, financial position and performance. Representatives of Calculus Capital attend each Board meeting, and written reports about investments, performance and outlook are obtained from the Manager for each meeting. In light of the information at its disposal, the Board gives direction to the Manager with regard to investment objectives and guidelines. Within these guidelines, the Manager takes decisions as to the purchase and sale of individual investments within their respective mandates. The Manager also maintains ongoing communication with the Board between formal meetings. In addition, as outlined in the AIC Code of Corporate Governance (2019), the Board continues to review the Company’s culture and values to ensure they are fully aligned with the Company’s strategy and the principles of our Directors, together with the objectives and guidelines that we set the Manager. The 2019 AIC Code is available on the AIC website (www.theaic.co.uk), where it includes explanations of how the 2019 AIC Code adapts these Principles and Provisions set out in the UK Code to make them relevant for investment companies. The Board has reviewed the Managers whistleblowing policy and is satisfied with the arrangements from the information given. As disclosed on page 39 of the Annual Report, the Board reviews the performance of the Manager annually. Stewardship Responsibilities and use of Voting Rights The Board has reviewed and discussed the UK Stewardship Code with the Manager. It has determined that the Stewardship Code does apply to the Company’s Venture Capital Investments, which are managed by Calculus Capital. The Company has therefore delegated responsibility for exercising the Company’s responsibilities under the Stewardship Code, including voting on its behalf at investee company meetings, to Calculus Capital. Calculus Capital has published a Disclosure Statement setting out its compliance with the Stewardship Code, together with explanations for any areas of non-compliance, a copy of which can be found on its website. Calculus Capital has a policy of voting all shares held in an investee company at all meetings, and will normally be supportive of the management teams, but will vote against resolutions if it is believed that the proposals are not in the best interests of investors. The Company Secretary Calculus Capital, as Company Secretary is responsible for ensuring that Board and Committee procedures are followed and that applicable regulations are complied with. The Secretary is also responsible to the Board for ensuring timely delivery of information and reports and that statutory obligations of the Company are met. The Board reviews the performance of the Secretary on an annual basis and believes the current service provider provides a high-quality service at a competitive price. 44 Pensions & Investment Research Consultant (PIRC) Statement The PIRC policy which was introduced in 2021 recommends voting against the annual report and accounts of an investment company where the fund manager is also providing company secretarial services. The AIC does not agree that managers providing company secretarial services raises any governance concerns. The Board echoes the AIC’s opinion on the matter and will continue to monitor this position regularly. Risk and Internal Controls The Directors are responsible for the internal control systems of the Company and the reliability of the financial reporting process and for reviewing their effectiveness. An ongoing process, in accordance with the guidance supplied by the FRC on internal controls, has been established for identifying, evaluating and managing the risks faced by the Company. The key risks which the Board has identified have been set out in the Strategic Report in the Report and Accounts for the year to 28 February 2023. This process, together with key procedures established with a view to providing effective financial control, was in place throughout the year and up to the date of the signing of this report. The internal control systems are designed to ensure that proper accounting records are maintained, that the financial information on which business decisions are made and which are issued for publication is reliable and that the assets of the Company are safeguarded. The risk management process and systems of internal control are designed to manage rather than eliminate risk, and such systems can provide only reasonable rather than absolute assurance against material misstatement or loss. Since leaving the European Union, an assessment on the portfolio companies found no direct negative impact, however, they may be affected by wider economic and political changes. The Board, through the Audit Committee, has identified risk management controls in the key areas of strategy and investment, laws and regulations, service providers and other business risks, which encompass the operational, financial and compliance risks faced by the Company. A risk matrix to identify existing and emerging risks has been produced against which the risks identified and the controls in place to mitigate those risks can be monitored. The risks are assessed on the basis of the likelihood of them happening, the impact on the business if they were to occur and the effectiveness of the controls in place. This risk register is reviewed at each meeting of the Audit Committee and at other times as necessary. Most functions for the day-to-day management of the Company are sub-contracted, and the Directors therefore obtain regular assurances and information from key third party suppliers regarding the internal systems and controls operated in their organisations. In addition, each of the third parties is requested to provide a copy of its report on internal controls to the Board each year. The Board reviews the performance of the Manager, Administrator, Company Secretary, Custodian and Registrar on at least an annual basis. It has identified that the success of the Manager is dependent on its key personnel and has therefore satisfied itself that the Manager has an adequate succession plan in place. Formal Board meetings are attended by various employees of the Manager to ensure continuity were key personnel to change. In accordance with the guidance issued to directors of listed companies, the Directors have carried out a review of the effectiveness of the various systems of internal controls as operated by the Company’s main service providers during the year. Shareholder Relations The Annual General Meeting is an important forum for the Board to communicate with shareholders and the Board consequently encourages shareholders to attend and vote at the Annual General Meeting. This is in addition to regular investor forums hosted by the Manager, where shareholders have an opportunity to meet the management of some of the portfolio companies. The Manager also makes themselves available to meet or speak with shareholders individually on request and prides itself on providing regular communications to its shareholders. The Annual General Meeting will be attended by the Directors, including the Chairman and the Chairman of the Audit Committee, and representatives of Calculus Capital, who will be available to discuss issues affecting the Company. The notice of Annual General Meeting in the Report and Accounts for the year to 28 February 2023 sets out the business of the meeting. In accordance with the Code, it is the Board’s policy to engage with shareholders if a resolution were ever to receive more than 20 per cent of votes cast against. The AGM will be conducted at 1 Warwick, 37-41 Mortimer Street, Fitzrovia, London, W1T 3JH while also being accessible virtually via Zoom. More information will be shared regarding the format of the AGM on the Company’s website https://www.calculuscapital.com/calculus-vct/. Shareholders will have the ability to vote by proxy and return proxy forms either electronically or in the post. It is recommended that shareholders write to the Company with any concerns or enquiries via the Company Secretary or via Calculus Capital’s Investor Relations team info@calculuscapital.com. The half-yearly and annual reports are designed to present a full and readily understandable review of the Company’s activities and performance. Copies are available for download from Calculus Capital’s website, www.calculuscapital.com/calculus-vct/. The net asset value of the Company is released at least quarterly to the London Stock Exchange. 45 Audit Committee Report The main responsibilities of the Audit Committee (“the Committee”) which are detailed in the Terms of Reference and available on the Company’s website include: • Monitoring the integrity of the accounts of the Company. • Reviewing the Company’s internal control and risk management systems. • Ensuring that the annual report and accounts, taken as a whole, is fair, balanced and understandable, and provides information necessary for shareholders to assess the Company’s position and performance, business model and strategy. • Monitoring the independence and objectivity of the external Auditor, reviewing the scope and process of the audit undertaken by the external Auditor, and reviewing the provision of non-audit services by the external Auditor. • Ensuring adherence to all relevant UK professional and regulatory requirements. The Committee consists of the three independent Directors and is chaired by Janine Nicholls. The Audit Committee carried out an internal evaluation of its composition, performance and effectiveness during the year. All members are considered to have recent and relevant financial experience. The non-independent Director, John Glencross is also invited to attend the Audit Committee meetings as he is intimately involved in the Company’s affairs and has specific knowledge of the investments made by Calculus Capital Limited on the Company’s behalf. The Company does not have an internal audit function as most of its day-to-day operations are delegated to third parties, all of whom have their own internal control procedures. The Committee discusses annually whether it would be appropriate to establish an internal audit function and has agreed that the existing system of monitoring and reporting by third parties remains appropriate and sufficient. Activity During the Year The Committee met twice during the financial year to consider the interim and annual accounts, review the principal risks faced and the internal control systems and to review the Audit Plan and fees of the external Auditor. The findings of the annual audit were discussed, and the Committee is pleased to report that there was nothing material or unusual to report. The risks to which the Company is exposed are recorded in a risk register and include strategic, market, investment, operational and regulatory risks. The controls in place to mitigate these risks and the residual risk is reviewed at Committee meetings, and the risk register updated as required at each meeting in accordance with best practice. For details of risk management please refer to the details on page 29. The Committee worked closely with the Manager to ensure VCT qualifying status was maintained. At 28 February 2023, 87 per cent of the money required to be invested was invested in a diversified portfolio of Venture Capital Investments. Funds awaiting investment opportunities have been invested in liquid non-qualifying investments such as cash and money market funds. Significant Matters The significant issues considered by the Committee are set out below. Valuations During the year, the Committee considered the valuation of the venture capital portfolio. As the venture capital portfolio is primarily invested in unlisted securities, accurate valuation requires the skill, knowledge and judgement of Calculus Capital Limited, who applies industry (International Private Equity and Venture Capital Valuation guidelines) recognised methods of valuation. Valuations are arrived at following extensive discussions which consider the current operating performance and environment of the investee companies, the capital structure and the respective financial position of each company. The valuations applied to portfolio companies vary from sector to sector. Where comparable listed companies are available, the methodology will include comparison with external valuation multiples. This information is combined with appropriate discounted cash flow calculations and in some cases will be calibrated with prices achieved at recent funding rounds. The Committee is confident that appropriate valuations have been applied to the unquoted holdings within the Company. Further details of the valuation methodologies applied can be seen on page 64. The Manager and the Board consider that the investment valuations are consistent and appropriate. Long-term viability statement In accordance with principle 21 of the AIC Code of Corporate Governance published by the AIC in February 2019, the Directors have 46 assessed the prospects of the Company over the five-year period to 28 February 2028. The length of time which the statement should cover was discussed and a period of five years was selected reflecting the Board’s strategic time horizon. The assumptions underlying the forecasts including expenditure requirements, the level of investment realisations and expected investment income were considered. The Committee also considered the ability of the Company to raise finance and identify new investment opportunities. The principal risks facing the Company were also considered, including those that might impact the future performance, solvency, or liquidity of the Company. The Committee is confident that the Company will continue to operate and meet its liabilities over the five- year period. Recession A new risk was noted given the current economic environment which has been characterised by a lack of consumer certainty and high and rising prices. It was noted that the pricing of technology businesses might be affected but that that the current climate would not make an investment fail if it would otherwise have succeeded. The committee concluded that a new risk should not be added to the register however this will be monitored closely going forwards. Engagement of the auditor The Committee reviewed the Audit Plan and fees presented by BDO LLP. BDO LLP has charged £76,875 for the audit fee (2022: £38,386). BDO LLP performed no other non-audit services during the year. Auditor evaluation BDO LLP have much experience in the VCT sector and the Board are satisfied that BDO LLP has carried out its duties as auditor in a diligent and professional manner. Janine Nicholls Chairman of the Audit Committee 30 June 2023 47 Directors’ Remuneration Report The Board has prepared this report in accordance with the requirements of the Large and Medium Sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013. An Ordinary resolution for the approval of this report will be put to shareholders at the forthcoming Annual General Meeting. The law requires the Company’s Auditor, BDO LLP, to audit certain disclosures provided. Where disclosures have been audited, they are indicated as such the rest of the disclosures have been reviewed for consistency with the financial statements and the Auditor’s understanding of the Company. The Auditor’s opinion is included in the “Independent Auditor’s Report” on pages 52 to 58. Statement from the Chairman I am pleased to present the Directors’ Remuneration Report for the year ended 28 February 2023. The Board consists entirely of non-executive Directors and the Company has no employees. We have not, therefore, reported on those aspects of remuneration that relate to executive Directors. Due to the size and nature of the Board, it is not considered appropriate for the Company to establish a separate remuneration committee, and the remuneration of the Directors is therefore dealt with by the Board as a whole. During the year ended 28 February 2023, the fees were set at the rate of £24,000 per annum for the Chairman, £20,000 for Chair of the Audit Committee and £18,000 per annum for other Directors. John Glencross receives no fees from the Company. There has been no increase in Directors fees for each Director against the prior year. Company Performance The graph below compares the total return (assuming all dividends are reinvested) to original holders of (old) Ordinary shares since 8 April 2010 and to original holders of C shares since 5 April 2011 (when the Ordinary shares and C shares respectively were first admitted to the Official List of The UK Listing Authority) and to original holders of D shares since 9 March 2016 and to holders of new Ordinary shares since 1 August 2017 compared to the total shareholder return in the FTSE AIM All Share Index. The FTSE AIM All Share index is the most appropriate for comparison as this allows smaller companies, like the Calculus VCT, to list on a public exchange. The original Ordinary shares, C shares and D shares no longer exist. All share classes were merged on 1 August 2017 using conversion ratios of 1 Ordinary share = 0.1442 D shares and 1 C share = 0.235 D shares and then all the shares were renamed (new) Ordinary shares. The lines shown below for the original Ordinary and C classes from 1 August 2017 to 28 February 2018 use pro forma figures calculated by taking the proportion of a new Ordinary share as is represented by the conversion ratio X the price of an Ordinary share and adding cumulative dividends. As the D shares were renamed Ordinary shares, the pro forma return is the same as that of the Ordinary shares. Total Shareholder Return is defined as NAV per year and cumulative dividends paid to date. 48 Directors’ Emoluments for the Year ended 28 February 2023 The Directors who served in the year received the following emoluments in the form of fees: Director fees (audited) Year to Year to 28 Feb 23 28 Feb 22 £’000 £’000 John Glencross - - Janine Nicholls 20 20 Claire Olsen 18 18 Jan Ward 24 24 62 62 Percentage increase in director’s fees Year to Year to Year to 28 Feb 23 28 Feb 22 28 Feb 21 John Glencross - - - Janine Nicholls 0% 0% 0% Claire Olsen 0% 0% 0% Jan Ward 0% 0% 0% Prior to 2019 the directors’ fees had not been increased since the Company was formed in 2010. Following a review of the competitor landscape, fees were increased in 2019. Directors are compensated only for the period in which they serve. John Glencross is not entitled to any remuneration from the Company due to his connection with Calculus Capital Limited. Taxable benefits, Variable Pay and Pension Benefits The Directors who served during the year received no taxable or pension benefits during the year. Directors’ Interests (audited) There is no requirement under the Company’s Articles of Association for directors to hold shares in the Company. The interests of the Directors and any connected persons in shares of the Company are set out below: Number of Ordinary Shares at: Percentage of Voting rights: 28 February 2023 28 February 2022 28 February 2023 28 February 2022 Director Jan Ward 7,077 - 0% 0% John Glencross 76,640 61,341 0% 0% Claire Olsen 7,812 7,812 0% 0% Janine Nicholls 22,566 22,566 0% 0% 49 Relative Importance of Spend on Pay 2023 £’000 2022 £’000 Change Total dividends paid in the year 1,498 1,214 23.39% Total remuneration paid to Directors 62 62 0% Voting The Directors’ Remuneration Report for the year ended 28 February 2022 was approved by shareholders at the Annual General Meeting held on 14 July 2022. The votes cast by proxy were as follows: Directors’ Remuneration Report Number of Votes % of Votes Cast For 1,427,682 94.8 Against 9,906 0.7 At Chairman’s discretion 67,923 4.5 Total votes cast 1,505,511 100.0 Number of votes withheld - - £- £200,000.00 £400,000.00 £600,000.00 £800,000.00 £1,000,000.00 £1,200,000.00 £1,400,000.00 £1,600,000.00 2023 2022 Relative Importance of Spend on Pay Total dividends paid in the year Total remuneration paid to Directors 50 Directors’ Remuneration Policy The Board’s policy is that remuneration of non-executive Directors should reflect the experience of the Board as a whole and is determined with reference to comparable organisations and appointments. The level of remuneration has been set in order to attract individuals of a calibre appropriate to the future development of the Company and to reflect the specific circumstances of the Company, the duties and responsibilities of the Directors and the value and amount of time committed to the Company’s affairs. There are no performance conditions attaching to the remuneration of the Directors as the Board does not believe that this is appropriate for non-executive Directors. The fees for the non-executive Directors are discretionary, they are determined by the Board within the limit (not to exceed £100,000 per year in aggregate) set out in the Company’s Articles of Association, and they are not eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits. The approval of shareholders would be required to increase the limits set out in the Articles of Association. The Directors have considered diversity and inclusion in relation to Board membership when recruiting new Board members and when considering investments. The current Board is 75% female and is made up of Directors from a diverse sector background. The Board aims to ensure its recruitment policy meets the highest standards in this regard and encourages applications for vacant posts from as wide range of applicants as possible. Fees for any new Director appointed would be in line with the Director’s Remuneration Policy. Fees payable in respect of subsequent periods will be determined following an annual review. Any views expressed by shareholders on the fees being paid to directors would be taken into consideration by the Board. In accordance with the regulations, an ordinary resolution to approve the Directors’ remuneration policy will be put to shareholders at least once every three years and in any year if there is to be a change in the Directors’ remuneration policy. The Director’s remuneration policy was last approved by 97 per cent of votes cast at the Annual General Meeting in 2022. The proxy votes received on this resolution were 1,378,373 in favour and 59,215 against, 67,923 at the Chairman’s discretion and no votes withheld. As a measure of good practice, ordinary resolution 3 to approve the Directors’ remuneration policy is being put to shareholders at the forthcoming Annual General Meeting. Directors’ Service Contracts It is the Board’s policy that directors do not have service contracts, but directors are provided with a letter of appointment as a non- executive Director. The appointments can be requested from the Secretary. The terms of their appointment provide that directors shall retire and be subject to election at the first Annual General Meeting after their appointment. Directors are thereafter obliged to retire every year in accordance with AIC Code on Corporate Governance. Further details can be found in the Corporate Governance Statement on page 41. Directors who have served on the Board for nine years are no longer considered independent and subsequently must resign from the Board. The terms also provide that a Director may be removed on not less than three months written notice. Compensation will not be made upon early termination of appointment. Approval The Directors’ Remuneration Report was approved by the Board on 30 June 2023. On behalf of the Board Jan Ward Chairman 30 June 2023 Expected Fees for Year to 29 February 2024 £ Paid Fees for Year to 28 February 2023 £ Chairman basic fee 24,000 24,000 Audit Chair fee 20,000 20,000 Non-executive Director basic fee 18,000 18,000 Total aggregate annual fees that can be paid 100,000 100,000 51 Directors’ Responsibilities Statement The Directors are responsible for preparing the Annual Report and the Accounts in accordance with applicable law and regulations. Company law requires the Directors to prepare Accounts for each financial year. Under that law they have elected to prepare the Accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable laws). Under company law the Directors must not approve the Accounts unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company for that period. In preparing these Accounts, the directors are required to: • select suitable accounting policies and then apply them consistently; • make judgments and accounting estimates that are reasonable and prudent; • state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the Accounts; and • prepare the Accounts on the going concern basis unless it is inappropriate to presume that the Company will continue in business. • prepare a Director’s report, a strategic report and director’s 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 Accounts 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 Accounts are published on the www.calculuscapital.com website, which is maintained by the Company’s Manager, Calculus Capital Limited. The maintenance and integrity of the website maintained by Calculus Capital Limited is, so far as it relates to the Company, the responsibility of Calculus Capital Limited. The work carried out by the Auditor does not involve consideration of the maintenance and integrity of this website and accordingly, the Auditor accepts no responsibility for any changes that have occurred to the Accounts since they were initially presented on the website. Visitors to the website need to be aware that legislation in the United Kingdom covering the preparation and dissemination of the Accounts may differ from legislation in their jurisdiction. We confirm that to the best of our knowledge: • the Accounts, prepared in accordance with UK accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and • the Annual Report including the Strategic Report includes a fair review of the development and performance of the business and the position of the Company together with a description of the principal risks and uncertainties that it faces. On behalf of the Board Jan Ward Chairman 30 June 2023 52 Independent Auditor’s Report to the Members of Calculus VCT plc Opinion on the financial statements In our opinion the financial statements: give a true and fair view of the state of the Company’s affairs as at 28 February 2023 and of its profit for the year then ended; have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements of Calculus VCT plc (the ‘Company’) for the year ended 28 February 2023 which comprise the Income Statement, the Statement of Changes in Equity, the Statement of Financial Position, the Statement of Cashflows and the notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is consistent with the additional report to the audit committee. Independence Following the recommendation of the audit committee, we were appointed by the members of the Company on 4 July 2019 to audit the financial statements for the year ending 29 February 2020 and subsequent financial periods. The period of total uninterrupted engagement including retenders and reappointments is 4 years, covering the years ending 29 February 2020 to 28 February 2023. We remain independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services prohibited by that standard were not provided to the Company. Conclusions relating to going concern In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting included: • Obtaining the VCT compliance reports prepared by management’s expert during the year and as at year end and reviewing the calculations therein to check that the Company was meeting its requirements to retain VCT status; • Consideration of the Company’s expected future compliance with VCT legislation, the absence of bank debt, contingencies and commitments and any market or reputational risks; • Reviewing the forecasted cash flows that support the Directors’ assessment of going concern, challenging assumptions and judgements made in the forecasts, and assessing them for reasonableness. In particular, we considered the available cash resources and investment in liquidity funds, relative to the forecast expenditure which was assessed against the prior year for reasonableness; and • Evaluating the Directors’ method of assessing the going concern in light of market volatility and the present economic uncertainties. 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. Overview 53 Key audit matters 2023 2022 Valuation of unquoted investments   Materiality Company financial statements as a whole £613,000 (2022: £500,000) based on 2% (2022: 2%) of Gross investments An overview of the scope of our audit Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company’s system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matter How the scope of our audit addressed the key audit matter Valuation of unquoted investments Note 2 and Note 9 We consider the valuation of investments to be the most significant audit area as there is a high level of estimation uncertainty involved in determining the unquoted investment valuations. There is an inherent risk of management override arising from the unquoted investment valuations being prepared by the Investment Manager, who is remunerated based on the net asset value of the Company. For these reasons we considered the valuation of unquoted investments to be a key audit matter. Our sample for the testing of unquoted investments was stratified according to risk considering, inter alia, the value of individual investments, the nature of the investment, the extent of the fair value movement and the subjectivity of the valuation technique. For all Investments in our sample we: Challenged whether the valuation methodology was the most appropriate in the circumstances under the International Private Equity and Venture Capital Valuation (“IPEV”) Guidelines and the applicable accounting standards. We have recalculated the value attributable to the Company, having regard to the application of enterprise value across the capital structures of the investee companies. For investments sampled that were valued using less subjective valuation techniques (price of recent investment reviewed for changes in fair value) we: • Verified the cost or price of recent investment to supporting documentation; • Considered whether the investment was an arm’s length transaction through reviewing the parties involved in the transaction and checking whether or not they were already investors of the investee Company; • Considered whether there were any indications that the price of recent investment was no longer representative of fair value considering, inter alia, the current performance of the investee company and the milestones and assumptions set out in the investment proposal; and • Considered whether the price of recent investment is supported by alternative valuation techniques. For investments sampled that were valued using more subjective techniques (earnings multiples, revenue 54 multiples and discounted cash flow forecasts) we: • Challenged and corroborated the inputs to the valuation with reference to management information of investee companies, market data and our own understanding and assessed the impact of the estimation uncertainty concerning these assumptions and the disclosure of these uncertainties in the financial statements; • Reviewed the historical financial statements and any recent management information available to support assumptions about maintainable revenues, earnings or cash flows used in the valuations; • Considered the revenue or earnings multiples applied and the discounts applied by reference to observable listed company market data; and • Challenged the consistency and appropriateness of adjustments made to such market data in establishing the revenue, cash flow or earnings multiple applied in arriving at the valuations adopted by considering the individual performance of investee companies against plan and relative to the peer group, the market and sector in which the investee company operates and other factors as appropriate. Where appropriate, we performed a sensitivity analysis by developing our own point estimate where we considered that alternative input assumptions could reasonably have been applied and we considered the overall impact of such sensitivities on the portfolio of investments in determining whether the valuations as a whole are reasonable and free from bias. Key observations Based on the procedures performed we consider the investment valuations to be appropriate considering the level of estimation uncertainty. Our application of materiality We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements. In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows: Company financial statements 2023 £k 2022 £k Materiality 613 500 Basis for determining materiality 2% of Gross investments (2022: 2% of Gross investments) Rationale for the benchmark applied In setting materiality, we have had regard to the nature and disposition of the investment portfolio. Given that the VCT’s portfolio is predominantly comprised of unquoted investments which would typically have a wider spread of reasonable alternative possible valuations, we 55 have applied a percentage of 2% of gross investments. Performance materiality 459 375 Basis for determining performance materiality 75% of materiality (2022: 75% of materiality) Rationale for the percentage applied for performance materiality The level of performance materiality applied was set after having considered a number of factors including the expected total value of known and likely misstatements and the level of transactions in the year. Reporting threshold We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £30,000 (2022:£25,000). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds. Other information The directors are responsible for the other information. The other information comprises the information included in the Report and Accounts other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Corporate governance statement The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code specified for our review. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit. Going concern and longer- term viability • The Directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified; and • The Directors’ explanation as to their assessment of the Company’s prospects, the period this assessment covers and why the period is appropriate. Other Code provisions • Directors' statement on fair, balanced and understandable; • Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks; • The section of the annual report that describes the review of effectiveness of risk management and internal control systems; and • The section describing the work of the Audit Committee. Other Companies Act 2006 reporting Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below. Strategic report and Directors’ report In our opinion, based on the work undertaken in 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 56 • the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the Directors’ report. Directors’ remuneration In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. Corporate governance statement In our opinion, based on the work undertaken in the course of the audit the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Guidance and Transparency Rules sourcebook made by the Financial Conduct Authority (the FCA Rules), is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in this information. In our opinion, based on the work undertaken in the course of the audit information about the Company’s corporate governance code and practices and about its administrative, management and supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules. We have nothing to report arising from our responsibility to report if a corporate governance statement has not been prepared by the Company. Matters on which we are required to report by exception We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or • the financial statements and the part of the Directors’ remuneration report to be audited are not in agreement with the accounting records and returns; or • certain disclosures of Directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. Responsibilities of Directors As explained more fully in the Directors’ Responsibilities Statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Extent to which the audit was capable of detecting irregularities, including fraud 57 Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Non-compliance with laws and regulations Based on: • Our understanding of the Company and the industry in which it operates; and • Discussion with management and those charged with governance. We considered the significant laws and regulations to be the Companies Act 2006, the FCA listing and DTR rules, the principles of the UK Corporate Governance Code, industry practice represented by the Statement of Recommended Practice: Financial Statements of Investment Trust Companies and Venture Capital Trusts (“the SORP”) and updated in 2022 with consequential amendments and the applicable financial reporting framework. We also considered the Company’s qualification as a VCT under UK tax legislation. Our procedures in respect of the above included: • Agreement of the financial statement disclosures to underlying supporting documentation; • Enquiries of management and those charged with governance relating to the existence of any non-compliance with laws and regulations; • Obtaining the VCT compliance reports prepared by management’s expert during the year and as at year end and reviewing their calculations to check that the Company was meeting its requirements to retain VCT status; and • Reviewing minutes of meeting of those charged with governance throughout the period for instances of non- compliance with laws and regulations. Fraud We assessed the susceptibility of the financial statement to material misstatement including fraud. Our risk assessment procedures included: • Enquiry with management and those charged with governance regarding any known or suspected instances of fraud; • Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud; • Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and • Considering performance incentive schemes and performance targets and the related financial statement areas impacted by these. Based on our risk assessment, we considered the areas most susceptible to fraud to be the valuation of unquoted investments and management override of controls. Our procedures in respect of the above included: • The procedures set out in the Key Audit Matters section above; • Obtaining independent evidence to support the ownership of a sample of investments; • Recalculating investment management fees in total; • Obtaining independent confirmation of bank balances; and • Testing journals which met a defined risk criteria by agreeing to supporting documentation and evaluating whether there was evidence of bias by the Investment Manager and Directors that represented a risk of material misstatement due to fraud. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non- compliance with laws and regulations throughout the audit. Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Use of our report 58 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. Peter Smith (Senior Statutory Auditor) For and on behalf of BDO LLP, Statutory Auditor London, UK BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). 30 June 2023 59 Income Statement for the year ended 28 February 2023 Year Ended 28 February 2023 Year Ended 28 February 2022 Revenue Return Capital Return Total Revenue Return Capital Return Total Note £’000 £’000 £’000 £’000 £’000 £’000 Gains on investment at fair value 9 – 1,330 1,330 – 2,013 2,013 (Losses)gains on disposal of investments 9 – (63) (63) – 543 543 Income 3 266 – 266 83 – 83 Investment management fee 4 (141) (423) (564) (109) (327) (436) Other expenses 5 (321) – (321) (258) – (258) Profit/(loss) before taxation (196) 844 648 (284) 2,229 1,945 Taxation 6 – – – – – – Profit/(loss) attributable to shareholders (196) 844 648 (284) 2,229 1,945 Profit/(loss) per Ordinary share basic and diluted 8 (0.39)p 1.69p 1.30p (0.70)p 5.53p 4.83p All items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year. There is no other comprehensive income as there were no other gains or losses other than those passing through the Income Statement. The revenue and capital return columns are both prepared in accordance with the AIC SORP. The notes on pages 64 to 78 form an integral part of these financial statements. 60 Statement of Changes in Equity for the year ended 28 February 2023 Share Capital Share Premium Special Reserve Capital Redemption Reserve Capital Reserve Realised Capital Reserve Unrealised Revenue Reserve Total £’000 £’000 £’000 £’000 £’000 £’000 £’000 For the year ended 28 February 2023 1 March 2022 445 9,492 19,877 60 (356) 2,426 (1,746) 30,198 Investment holding gains – – – – – 1,330 – 1,330 Loss on disposal of investments – – – – (63) – – (63) New share issue 87 5,608 – – – – – 5,695 Expenses of share issue – (134) – – – – – (134) Share buybacks for cancellation (9) – (547) 9 – – – (547) Management fee allocated to capital – – – – (423) – – (423) Change in accrual in IFA trail commission – (42) – – – – – (42) Revenue return after tax – – – – – – (196) (196) Dividends paid – – (1,498) – – – – (1,498) Transfer of previously unrealised losses to realised – – – – (572) 572 – – 28 February 2023 523 14,924 17,832 69 (1,414) 4,328 (1,942) 34,320 61 Statement of Changes in Equity for the year ended 28 February 2023 (Continued) Share Capital Share Premium Special Reserve Capital Redemption Capital Reserve Capital Reserve Revenue Reserve Total £’000 £’000 £’000 Reserve £’000 Realised £’000 Unrealised £’000 £’000 £’000 For the year ended 28 February 2022 1 March 2021 314 1,071 21,238 58 (466) 307 (1,462) 21,060 Investment holding gains – – – – – 2,013 – 2,013 Gain on disposal of investments – – – – 543 – – 543 New share issue 133 8,583 – – – – – 8,716 Expenses of share issue – (95) – – – – – (95) Share buybacks for cancellation (2) – (147) 2 – – – (147) Management fee allocated to capital – – – – (327) – – (327) Change in accrual in IFA trail commission – (67) – – – – – (67) Revenue return after tax – – – – – – (284) (284) Dividends paid – – (1,214) – – – – (1,214) Transfer of previously unrealised losses to realised – – – – (106) 106 – – 28 February 2022 445 9,492 19,877 60 (356) 2,426 (1,746) 30,198 The notes on pages 64 to 78 an integral part of these financial statements. 62 Statement of Financial Position at 28 February 2023 28 February 28 February 2023 2022 Note £’000 £’000 Non-current assets Investments at fair value through profit or loss 9 30,663 24,359 Sales awaiting settlement 10 - 138 Current assets Debtors 10 347 201 Cash at bank and on deposit 3,780 5,852 Creditors: amount falling due within one year Creditors 11 (344) (239) Net current assets 3,783 5,814 Non-current liabilities IFA trail commission (126) (113) Net assets 34,320 30,198 Capital and reserves Called-up share capital 12 523 445 Share premium 14,924 9,492 Special reserve 17,832 19,877 Capital redemption reserve 69 60 Capital reserve – realised (1,414) (356) Capital reserve – unrealised 4,328 2,426 Revenue reserve (1,942) (1,746) Equity shareholders’ funds 34,320 30,198 Net asset value per Ordinary share – basic and diluted 13 65.63p 67.90p These financial statements were approved and authorised for issue by the Board of Calculus VCT plc on 30 June 2023 and were signed on its behalf by: Jan Ward Chairman 30 June 2023 The notes on pages 64 to 78 form an integral part of these financial statements. 63 Statement of Cashflows for the year ended 28 February 2023 Year Ended Year Ended 28 February 2023 28 February 2022 £’000 £’000 Cash flows from operating activities Investment income received 167 88 Deposit interest received 8 1 Investment management fees (540) (401) Other, operating expenses (275) (242) Net cash flow from operating activities Cash flow from investing activities Purchase of investments (640) (5,292) (554) (4,295) Sale of investments 341 1,900 Net cash flow from investing activities (4,951) (2,395) Cash flow from financing activities Ordinary share issue 5,496 8,594 Expense of Ordinary/D share issue (107) (95) IFA trail commission (24) (21) Share buybacks for cancellation (547) (147) Equity dividend paid (1,299) (1,092) Net cash flow from financing activities 3,519 7,239 (Decrease)/increase in cash and cash equivalents Analysis of changes in cash and cash equivalents Cash and cash equivalents at the beginning of year (2,072) 5,852 4,290 1,562 Net cash (decrease)/increase (2,072) 4,290 Cash and cash equivalents at the year end 3,780 5,852 The notes on pages 64 to 78 form an integral part of these financial statements. 64 Notes to the Financial Statements 1. Company Information The Company is incorporated in England and Wales and operates under the Companies Act 2006 (the Act) and the regulations made under the Act as a public company limited by shares, with registered number 07142153. The registered office of the Company is 12 Conduit Street, London, W1S 2XH. 2. Accounting Policies Basis of Accounting The Company’s financial statements have been prepared under FRS102 “The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland” (‘FRS102’) and in accordance and with the Statement of Recommended Practice (“the SORP”) for Investment Trust Companies and Venture Capital Trusts produced by the Association of Investment Companies (“AIC”). The financial statements are presented in Sterling (£). Going concern After reviewing the Company’s cashflows and projections, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future (being a period 12 months from the date these financial statements were approved). This is primarily due to the large cash reserves raised through new subscription offers, the funds raised are invested in accordance with the Company’s investment policy and to meet VCT qualification requirements. The Company therefore continues to adopt the going concern basis in preparing its financial statements. Significant judgements and estimates Preparations of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made are in the valuation of unquoted investments. The valuation methodologies used when valuing unquoted investments provide a range of possible values. Judgments are made to determine the best valuation methodology in order to ascertain the fair value of unquoted investments. Fair value is calculated within a reasonable range of estimates. Estimates are based on historical experience and other assumptions that are considered reasonable under the circumstances. Hence, investments are measured at fair value in accordance with the International Private Equity and Venture Capital Valuation Guidelines. Further information on fair value of the Company’s investments can be found on page 75. The sensitivity analysis in note 15 demonstrates the impact on the portfolio of applying alternative values in the upside and downside. As at 28 February 2023 the value of unquoted investments included within the Company’s investment portfolio was £22,387,397 (2022: £15,706,393). Investments The Company has adopted FRS 102, sections 11 and 12, for the recognition and measurement of financial instruments. The Company’s business is investing in financial assets with a view to profiting from their total return in the form of increases in fair value. Fair value is the amount for which an asset can be exchanged between knowledgeable, willing parties in an arm’s length transaction. The Company manages and evaluates the performance of these investments on a fair value basis in accordance with its investment strategy, and information about the investments is provided on this basis to the Board of directors. Investments held at fair value through profit or loss are initially recognised at fair value, being the methodology used when assessing that the consideration given was appropriate and excluding transaction or other dealing costs associated with the investment, which are expensed and included in the capital column of the Income Statement. Gains or losses on investments classified as at fair value through profit or loss are recognised in the capital column of the Income Statement and allocated to the capital reserve – unrealised or realised as appropriate. All purchases and sales of quoted investments are accounted for on the trade date basis. All purchases and sales of unquoted investments are accounted for on the date that the sale and purchase agreement becomes unconditional. For quoted investments and money market instruments fair value is established by reference to bid, or last, market prices depending on the convention of the exchange on which the investment is quoted at the close of business on the balance sheet date. 65 Unquoted investments are valued using an appropriate valuation technique so as to establish what the transaction price would have been at the balance sheet date. Such investments are valued in accordance with the most recent International Private Equity and Venture Capital (“IPEV”) guidelines. Primary indicators of fair value are derived from price of recent investments or cost, calibrated with other valuation methods such as earnings or sales multiples, discounted cash flows, or from net assets. Earnings or sales multiples are tools that evaluate a financial metric as a ratio of another, allowing the comparable analysis of different companies. Relevant multiples are collated from the analysis of appropriate public companies and precedent transactions, and applied to both historic and forward-looking sales and earnings, the assumptions of which are based on the Company’s forecasts, providing a suitable enterprise value for the respective unquoted investment. A discounted cash flow is a valuation tool used by the Company to estimate the value of relevant unquoted investments, based on its forecast cash flows. For the unquoted investments, the majority of the present value will be in the terminal value, which captures the value of the investment beyond the forecast period. Predominantly, the Company assumes an earnings or sales multiple, based on comparable company analysis, and applies this to the relevant financial metric for the final year of the investment’s forecast. The present value of forecast future cash flows is calculated by using an assumed discount rate of 20-25 per cent, which is a function of the required rate of return over the proposed hold period of the unquoted investments. Cash and cash equivalents Cash comprises cash on hand and demand deposits. Cash equivalents does not include liquidity fund investments as the Company considers the liquidity fund is part of the investment portfolio. Debtors Short-term debtors are initially measured at transaction price. Subsequent remeasurement deducts any impairment from the transaction price. Sales awaiting settlement is measured at transaction price only and the deduction of part payment received to date. Creditors Short-term trade creditors are initially and subsequently measured at the transaction price. Income Dividends receivable on equity shares are recognised as revenue on the date on which the shares or units are marked as ex-dividend. Where no ex-dividend date is available, the revenue is recognised when the Company’s right to receive it has been established. Interest receivable from fixed income securities and premiums on loan stock investments and preference shares is recognised using the effective interest rate method. Interest receivable and redemption premiums are allocated to the revenue column of the Income Statement. Provision is made against this income where recovery is doubtful. Interest receivable on bank deposits is included in the financial statements on an accruals basis. Other income is credited to the revenue column of the Income Statement when the Company’s right to receive the income is established. Expenses All expenses are accounted for on an accruals basis. Expenses are charged through revenue in the Income Statement except as follows: • costs that are incidental to the acquisition or disposal of an investment are taken to the capital column of the Income Statement. • expenses are charged to the capital column in the Income Statement where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. In this respect investment management fees have been allocated 75 per cent to the capital column and 25 per cent to the revenue column in the Income Statement, being in line with the Board’s expected long-term split of returns, in the form of capital gains and revenue respectively, from the investment portfolio of the Company. • expenses associated with the issue of shares are deducted from the share premium account. Annual intermediary trail commission covering a five-year period since share allotment has been provided for in the Accounts as, due to the nature of the Company, it is probable that this will be payable. The commission is apportioned between current and non-current liabilities. Expenses incurred by the Company in excess of the agreed cap, currently 3 per cent of NAV (excluding irrecoverable VAT, annual trail commission and performance incentive fees), could be clawed back from Calculus Capital Limited. Any clawback is treated as a credit against the expenses of the Company. 66 Performance fees are recognised as a liability or contingent liability only when the current obligation to pay the performance incentive fee exists. As dividend decisions are discretionary, this obligation is assessed to exist when the dividends already distributed to a share class plus the net assets attributable to that share class would reach the performance hurdle. Share capital The share capital reserve contains the nominal value of all shares that have been issued. It is not distributable. Share premium The share premium is the excess paid by shareholders on share allotments above the nominal value of the share. There is currently a share premium account on the Ordinary shares issued since 8 December 2020. Share premium created prior to 8 December 2020 was cancelled in order to create a distributable capital reserve. The special reserve was created on the cancellation of the share premium account on 20 October 2010 for original ordinary shares, 23 November 2011 for C shares and 1 November 2017 and 8 December 2020 for the Ordinary share class. All of the special reserve created since November 2017 is now distributable as disclosed below. Special reserve The special reserve was created by the cancellation of the original Ordinary share fund’s share premium account on 20 October 2010. A further cancellation of the share premium account occurred on 23 November 2011 for both the original Ordinary share fund and C share fund. A further cancellation of the share premium account occurred on 1 November 2017 and 8 December 2020 for the Ordinary share fund. The special reserve is a distributable reserve created to be used by the Company inter alia to write off losses, fund market purchases of its own shares and make distributions and/or for other corporate purposes. The Company was formerly an investment company under section 833 of the Companies Act 2006. On 18 May 2011, investment company status was revoked by the Company. This was done in order to allow the Company to pay dividends to shareholders using the special reserve. Capital redemption reserve The capital redemption reserve accounts for the amounts by which the issued share capital is reduced through the repurchase and cancellation of the Company’s own shares. A resolution is being put to shareholders at the upcoming annual general meeting so that the Company can apply to cancel this reserve and create additional special reserve. Capital reserve realised The capital reserve realised discloses the gains and losses on disposal of investments and also 75% of management fees as this is the level associated with the enhancement or maintenance of investments. Profits achieved from this reserve would be distributable. Capital reserve unrealised The capital reserve unrealised is the appreciation or depreciation of investments and unrealised exchange gains or losses on outstanding trades. When an investment is sold the related balance in the capital reserve unrealised is transferred to the capital reserve realised. Revenue reserve The revenue reserve represents accumulated revenue return retained by the Company. Distributable reserves Distributable reserves are represented by the special reserve, the capital reserve realised and the revenue reserve reduced by negative capital reserve unrealised which total £14,473,670 as at 28 February 2023. From 1 March 2023, £11,371,413 of this amount will be distributable. In accordance with VCT rules, special reserves created from share premium cannot be distributed until three years after the accounting period in which the shares were issued. Taxation Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the reporting date where transactions or events that result in an obligation to pay more tax in the future have occurred at the reporting date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversals of the underlying timing differences can be deducted. Timing differences are differences between the Company’s taxable profits and its results as stated in the financial statements. 67 Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis. No taxation liability arises on gains from sales of fixed asset investments by the Company by virtue of its venture capital trust status. However, the net revenue (excluding UK dividend income) accruing to the Company is liable to corporation tax at the prevailing rates. Any tax relief obtained in respect of management fees allocated to capital is reflected in the capital reserve – realised and a corresponding amount is charged against revenue. The relief is the amount by which corporation tax payable is reduced as a result of capital expenses. Dividends Dividends payable to equity shareholders are recognised in the Statement of Changes in Equity in the period which they are paid or have been approved by shareholders in the case of a final dividend and become a liability of the Company. Interim dividends are recognised when paid. Final dividends are recognised when approved by shareholders at the AGM when they become irrevocable and legally binding. Share buybacks The Board considers that the Company should have the ability to purchase its shares in the market with the aim of providing the opportunity for shareholders who wish to sell their shares to do so. Subject to maintaining a level of liquidity in the Company which the Board considers appropriate, it is the intention that such purchases of shares will be made at a price which represents a discount of no greater than 5 per cent to the most recently published net asset value per share. Shares bought back will be cancelled. Where shares are purchased for cancellation, the consideration paid, including any directly attributable incremental costs, is deducted from distributable reserves. As required by the Companies Act 2006, the equivalent of the nominal value of shares cancelled is transferred to the capital redemption reserve. 3. Income Year Ended Year Ended 28 February 2023 28 February 2022 £’000 £’000 UK unfranked loan stock interest 185 82 Liquidity Fund interest 70 1 Bank interest 11 - 266 83 All income arose in the United Kingdom. The Board considered operating segments and considered there to be one, that of investing in financial assets. 68 4. Investment Management Fee Year Ended 28 February 2023 Year Ended 28 February 2022 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’000 Investment management fee 141 423 564 109 327 436 No performance fee was paid during the year or payable at the year end. For the year ended 28 February 2023, Calculus Capital Limited did not contribute (2022: £nil contributed) to the expenses of the Company as the total expenses did not exceed the expense cap. At 28 February 2023, there was £141,664 due to Calculus Capital Limited for management fees (2022: £117,018 due to Calculus Capital Limited). Details of the terms and conditions of the investment management agreement are set out in the Directors’ Report. 5. Other Expenses Year Ended 28 February 2023 £’000 Year Ended 28 February 2022 £’000 Directors’ fees 62 62 Calculus secretarial fee (VAT inclusive) 18 18 Administrator’s fees 38 38 Fees payable to the Company’s auditor for the audit of the Company’s annual accounts 75 38 Legal and professional fees 32 26 Regulatory fees 18 17 Other 78 59 321 258 Further details of Directors’ fees can be found in the Directors’ Remuneration Report on page 47 to 50 of the Accounts. 6. Taxation Year Ended 28 February 2023 Year Ended 28 February 2022 Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000 Profit/(loss) before tax (196) 843 647 (284) 2,229 1,945 Theoretical tax at UK Corporation Tax rate of 19.0% (2022: 19.0%) (37) 160 123 (54) 424 370 Timing differences: loss not recognised, carried forward 37 80 117 54 62 116 Effects of non-taxable (gains)/ losses - (240) (240) - (486) (486) Tax charge - - - - - - 69 The Corporation Tax rate was at 19% for the whole of the reporting period. At 28 February 2023, the Company had £3,505,945 (28 February 2022: £2,886,565) of excess management expenses to carry forward against future taxable profits. The Company’s deferred tax asset of £876,486 (28 February 2022: £548,447) at the tax rate of 25% (2022: 19%) has not been recognised due to the fact that it is unlikely the excess management expenses will be set off in the foreseeable future. 7. Dividends Year Ended Year Ended 28 February 2023 28 February 2022 £’000 £’000 Declared and paid: 3.06p per Ordinary share in respect of the year ended 28 February 2022 (2021: 3.02p) 1,498 1,214 The Board have proposed an Ordinary share dividend in respect of the year to 28 February 2023 of 2.95 pence per share which, if approved by shareholders, will be paid on the 25 August 2023 to all Ordinary shareholders on the register on 28 July 2023. The proposed dividend is subject to approval by shareholders at the forthcoming Annual General Meeting and has not been included as a liability in these Accounts. 8. Return per Share (Basic and Diluted) Year Ended 28 February 2023 Year Ended 28 February 2022 Revenue pence Capital pence Total pence Revenue pence Capital pence Total pence Return per Ordinary share (0.39) 1.69p 1.30p (0.70) 5.53 4.83 Ordinary share return Revenue return per Ordinary share is based on the net revenue loss after taxation of £196,043 (2022: loss £283,972) and on 49,887,243 Ordinary shares, (2022: 40,338,036) being the weighted average number of Ordinary shares in issue during the period. Capital return per Ordinary share is based on the net capital gain for the period of £842,740 (2022: gain £2,228,979) and on 49,887,243 Ordinary shares (2022: 40,338,036) being the weighted average number of Ordinary shares in issue during the period. Total return per Ordinary share is based on the net gain for the period of £646,697 (2022: gain £1,945,007) and on 49,887,243 Ordinary shares (2022: 40,338,036), being the weighted average number of Ordinary shares in issue during the period. 70 9. Investments Year Ended 28 February 2023 Year Ended 28 February 2022 VCT Qualifying Investments Other Investments Total VCT Qualifying Investments Other Investments Total £’000 £’000 £’000 £’000 £’000 £’000 Opening book cost 16,288 5,645 21,933 13,680 5,645 19,325 Opening investment holding gains 2,403 23 2,426 285 22 307 Opening fair value 18,691 5,668 24,359 13,965 5,667 19,632 Movements in year: Purchases at cost 5,292 - 5,292 4,295 - 4,295 Sales proceeds (255) - (255) (2,124) - (2,124) Realised (losses)/gains on sales (63) - (63) 543 - 543 Prior year unrealised losses realised during the year (572) - (572) (106) - (106) Increase in investment holding gains 1,865 37 1,902 2,118 1 2,119 Closing fair value 24,958 5,705 30,663 18,691 5,668 24,359 Closing book cost 20,690 5,645 26,335 16,288 5,645 21,933 Closing investment holding gains 4,268 60 4,328 2,403 23 2,426 Closing fair value 24,958 5,705 30,663 18,691 5,668 24,359 Note 15 to the financial statements provides a detailed analysis of investments held at fair value through profit or loss. 71 10. Debtors Year Ended Year Ended 28 February 2023 28 February 2022 £’000 £’000 Current debtors Prepayments and accrued income 209 115 Sales awaiting settlement 138 86 Non Current debtors Sales awaiting settlement - 138 347 339 11. Creditors Year Ended Year Ended 28 February 2023 28 February 2022 £’000 £’000 Management fees 142 117 Audit fees 75 38 Directors’ fees 10 10 Secretarial fees 5 5 Administrator’s fees 3 3 Intermediary trail commission 30 24 Other creditors 79 42 344 239 72 12. Share Capital Number of shares Ordinary shares Ordinary shares of 1p each Opening balance 1 March 2022 44,474,266 New issue of Ordinary shares 8,357,917 New issue of Ordinary shares via dividend reinvestment scheme 310,544 Share buyback Ordinary shares (846,270) Closing balance 28 February 2023 52,296,457 On 22 March 2022, 2,245,500 Ordinary shares were issued for total consideration of £1,479,358. On 5 April 2022, 2,423,223 Ordinary shares were issued for total consideration of £1,588,980. On 30 June 2022, 644,141 Ordinary shares were issued for total consideration of £443,491. On the 29 July 2022, under the Dividend Reinvestment scheme, 310,544 Ordinary shares were issued for a total consideration of £198,903. On 31 August 2022, 1,632,897 Ordinary shares were issued for a total consideration of £1,059,913 and on 16 December 2022, 1,412,156 Ordinary shares were issued for a total consideration of £924,397. On 10 June 2022, the Company bought back 846,270 Ordinary shares for cancellation. All Ordinary shares are fully paid, rank pari passu and carry one vote per share. Under the Articles of Association, a resolution for the continuation of the Company as a VCT will be proposed at the Annual General Meeting falling after the tenth anniversary of the last allotment (from time to time) of shares in the Company and thereafter at five-yearly intervals. 13. Net Asset Value per Share 28 February 2023 28 February 2022 Net asset value per Ordinary share 65.63p 67.90p The basic and diluted net asset value per Ordinary share is based on net assets of £34,319,761 (28 February 2022: £30,197,571) and on 52,296,457 Ordinary shares (28 February 2022: 44,474,266), being the number of Ordinary shares in issue at the end of the year. Nominal value Ordinary share £’000 Ordinary shares of 1p each Opening balance 1 March 2022 445 New issue of Ordinary shares 84 New issue of Ordinary shares via dividend reinvestment scheme 3 Share buyback Ordinary shares (9) Closing balance 28 February 2023 523 73 14. Financial Commitments At 28 February 2023, the Company did not have any financial commitments which had not been accrued for (2022: nil). 15. Financial Instruments The Company’s financial instruments comprise securities and cash and liquid resources that arise directly from the Company’s operations. The principal risks the Company faces in its portfolio management activities are: • Market price risk • Liquidity risk The Company does not have exposure to foreign currency risk. a) Market Price Risk Qualifying Investments Market risk embodies the potential for losses and includes interest rate risk and price risk. The management of market price risk is part of the investment management process. The portfolio is managed in accordance with policies in place as described in more detail in the Chairman’s Statement and Manager’s Review (Qualifying Investments). The Company’s strategy on the management of investment risk is driven by the Company’s investment objective as outlined above. Investments in unquoted companies and AIM-traded companies, by their nature, involve a higher degree of risk than investments in the main market. Some of that risk can be mitigated by diversifying the portfolio across business sectors and asset classes. Interest is earned on cash balances and money market funds and is linked to the banks’ variable deposit rates. The Board does not consider interest rate risk to be material. Interest rates arising on loan stock instruments is not considered significant as the main risk on these investments are credit risk and market price risk. The weighted average interest rate earned on the loan stock instruments as at 28 February 2023 was 10.00% (2022: 9.75%). An analysis of financial assets and liabilities, which identifies the risk of the Company’s holding of such items, is provided. The Company’s financial assets comprise equity, loan stock, cash and debtors. The interest rate profile of the Company’s financial assets is given in the table below: As at 28 February 2023 As at 28 February 2022 The variable rate is based on the banks’ deposit rate and applies to cash balances held and the money market funds. The benchmark rate which determines the interest payments received on interest bearing cash balances is the Bank of England base rate, which was 4.25 per cent as at 28 February 2023. Where an investment is made in loan stock issued by an unquoted company, it is made as part of an overall equity and debt package. The recoverability of the debt is assessed as part of the overall investment process and is then monitored on an ongoing basis by the Manager who reports to the Board on any recoverability issues. Fair Value Interest Rate Cash Flow Interest Rate Fair Value Interest Rate Cash Flow Interest Rate Risk £’000 Risk £’000 Risk £’000 Risk £’000 Loan stock 2,200 - 1,095 - Money market funds - 5,705 - 5,668 Cash - 3,780 - 5,852 2,200 9,485 1,095 11,520 74 Credit risk arising on transactions with brokers relates to transactions awaiting settlement. Risk relating to unsettled transactions is considered to be small due to the short settlement period involved and the high credit quality of the brokers used. The Board monitors the quality of service provided by the brokers used to further mitigate this risk. All the assets of the Company which are traded on AIM are held by Investec Wealth & Investment, the Company’s custodian. Bankruptcy or insolvency of the custodian may cause the Company’s rights with respect to securities held by the custodian to be delayed or limited. The Board and the Manager monitor the Company’s risk by reviewing the custodian’s internal control reports. Sensitivity Analysis The Board considers that the value of investments in equity and loan stock instruments are sensitive to changes to trading performance and the fluctuations of wider public equity markets. Such changes affect the enterprise value of AIM listed and unquoted companies. In light of general uncertainties caused by the cost of living crises and the Russian-Ukraine conflict, we have set the changes to a rate of 25 per cent whereas historically we had used a rate of 10 per cent. The sensitivity below has been applied to AIM listed investments with a 25 per cent movement in share price and to unquoted securities valued with reference to market inputs such as multiples of earnings or revenue and discounted cash flows, with a 25 per cent movement in such market input applied. As at 28 of February 2023, if the AIM listed investments share price had been 25 per cent higher or lower with all other variables held constant, the increase or decrease on net assets at the year end would be £642,774. As at 28 of February 2023, if the unquoted securities had a 25 per cent increase or decrease in the market input (due to the movement in the quoted securities) with all other variables held constant, the increase or decrease in net assets would be £5,046,849. The combined total increase or decrease on net assets would be £5,689,623 (2022: £4,672,893). The increases and decreases are based on the current portfolio value £30,663,029 (2022: £24,359,544). The variance of 25 per cent is the Managers assessment of reasonable possible change in light of recent events. The sensitivity analysis assumes the actual portfolio of investments held by the Company is symmetrically correlated to this overall movement in net assets. However, in reality unquoted companies have other factors which may influence the extent of the valuation change. b) Credit Risks Credit risk on cash transactions was mitigated by transacting with a regulated entity subject to prudential supervision. Money market funds were managed by regulated fund managers with high credit ratings assigned by international credit rating agencies. Any new investment is subject to due diligence scrutiny and investment portfolio is monitored closely by the Manager’s Investment team who would take appropriate action as necessary to minimise the credit risk to the Company. c) Liquidity Risk The Company’s liquidity risk is managed on an ongoing basis by the Manager. The Company’s overall liquidity risks are monitored on a quarterly basis by the Board. The Company maintains sufficient investments in cash and readily realisable securities to pay accounts payable and accrued expenses as they fall due. Maturity profile The carrying value of fixed rate investments in unquoted companies held at 28 February 2023, which is analysed by expected maturity date, is as follows: Within 1 year Within 1 – 2 years Within 2 – 3 years Within 3 – 4 years Within 4 – 5 years More than 5 years Total £’000 £’000 £’000 £’000 £’000 £’000 £’000 As at 28 February 2023 Loan stock - 1,050 - - 1,150 - 2,200 Current liabilities 344 - - - - - 344 As at 28 February 2022 Loan stock - 45 1,050 - - - 1,095 Current liabilities 240 - - - - - 240 75 Qualifying Investments The Company’s financial instruments include investments in unlisted equity investments which are not traded in an organised public market and which may be illiquid. As a result, the Company may not be able to realise quickly some of its investments at an amount close to their fair value in order to meet its liquidity requirements, or to respond to specific events such as deterioration in the creditworthiness of any particular issuer. The Board seeks to ensure that an appropriate proportion of the Company’s investment portfolio is invested in cash and readily realisable assets, which are sufficient to meet any funding commitments that may arise. Under its Articles of Association, the Company has the ability to borrow a maximum amount equal to 25 per cent of its gross assets. As at 28 February 2023, the Company had no borrowings. d) Capital Management The capital structure of the Company consists of shareholders’ equity. Capital is managed to ensure the Company has adequate resources to continue as a going concern, and to maximise the income and capital return to its shareholders, while maintaining a capital base to allow the Company to operate effectively in the marketplace and sustain future development of the business. To this end the Company may use gearing to achieve its objectives. The Company’s assets and borrowing levels are reviewed regularly by the Board. e) Fair Value Hierarchy Investments held at fair value through profit or loss are valued in accordance with IPEV guidelines. The valuation method used 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. As required by the Standard, an analysis of financial assets and liabilities, which identifies the risk of the Company’s holding of such items, is provided. The Standard requires an analysis of investments carried at fair value based on the reliability and significance of the information used to measure their fair value. In order to provide further information on the valuation techniques used to measure assets carried at fair value, we have categorised the measurement basis into a “fair value hierarchy” as follows: • Quoted market prices in active markets – “Level 1” Inputs to Level 1 fair values are quoted prices in active markets for identical assets. Quoted in an active market in this context means quoted prices are readily and regularly available and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted price is usually the current bid price but traded prices are used where applicable. The Company’s investments in AIM quoted equities and money market funds are classified within this category. • Valued using models with significant observable market parameters – “Level 2” Inputs to Level 2 fair values are inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. • Valued using models with significant unobservable market parameters – “Level 3” Inputs to Level 3 fair values are unobservable inputs for the asset. Unobservable inputs may have been used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset at the measurement date (or market information for the inputs to any valuation models). As such, unobservable inputs reflect the assumptions the Company considers that market participants would use in pricing the asset. The Company’s unquoted equities and loan stock are classified within this category. As explained in note 1, unquoted investments are valued in accordance with the IPEV guidelines. 76 The table below shows assets measured at fair value categorised into the three levels referred to above. During the year there were no transfers between Levels 1, 2 or 3. Financial Assets at Fair Value through Profit or Loss At 28 February 2023 Level 1 Level 2 Level 3 Total £’000 £’000 £’000 £’000 Unquoted equity – – 20,187 20,187 Quoted equity 2,571 – – 2,571 Money market funds 5,705 – – 5,705 Loan stock – – 2,200 2,200 8,276 – 22,387 30,663 Financial Assets at Fair Value through Profit or Loss At 28 February 2022 Level 1 Level 2 Level 3 Total £’000 £’000 £’000 £’000 Unquoted equity – – 14,612 14,612 Quoted equity 2,984 – – 2,984 Money market funds 5,668 – – 5,668 Loan stock – – 1,095 1,095 8,652 – 15,707 24,359 Reconciliation of fair value for level 3 financial instruments held at the year end: Level 3 Investments Unquoted Equity Loan Stock Total £'000 £'000 £'000 Fair value as at 28 February 2022 14,612 1,095 15,707 Purchases at cost 3,642 1,150 4,792 Disposal Proceeds (255) – (255) Realised gains on disposal (63) – (63) Prior year unrealised losses realised during the period (572) – (572) Unrealised movement 2,823 (45) 2,778 Fair value as at 28 February 2023 20,187 2,200 22,387 77 Unquoted investments are valued using an appropriate valuation technique so as to establish what the transaction price would have been at the balance sheet date. Such investments are valued in accordance with the most recent International Private Equity and Venture Capital (“IPEV”) guidelines. Primary indicators of fair value are derived from price of recent investments or cost, calibrated with other valuation methods such as earnings or sales multiples, discounted cash flows or from net assets. Where the effect of changing one or more inputs to reasonably possible alternative assumptions would result in a significant change to the fair value measurement, information on this sensitivity is mentioned above on page 74. The information used in determination of the fair value of Level 3 investments is chosen with reference to the specific underlying circumstances and position of the investee company. FRS 102 requires the Directors to consider the impact of changing one or more of the inputs used as part of the valuation process to reasonable possible alternative assumptions. 10% of the portfolio of venture capital investments are quoted on the AIM market and valued at bid price; 26% of the portfolio is valued according to preference structures, 13% of the portfolio is valued based on recent transactions and a further 9% of the portfolio is valued at cost. As such, the Board believes that changes to reasonable possible alternative assumptions (by adjusting the earnings and revenue multiples or discount rates) for the remainder of the portfolio could lead to a significant change in the fair value of the portfolio. Therefore, for the remainder of the portfolio, the Board has adjusted the inputs of a number of the largest portfolio companies (by value) resulting in a total coverage of 92% of the portfolio of investments. The effect of the varying the input assumptions in each sector is as follows: The impact of these changes could result in an overall increase in the valuation of the venture investments by £801,000 (3.2%) or a decrease in the valuation of the equity investments of £785,000 (3.1%). 16. Related Parties’ Transactions John Glencross, a Director of the Company, is a Director of Calculus Capital Limited and owns 50 per cent of the shares of its holding Company. Calculus Capital Limited receives a Manager’s fee from the Company. As disclosed in Note 4, for the year ended 28 February 2023, Calculus Capital Limited earned £564,449 of management fees (2022: £436,508). Calculus Capital Limited also earned a company secretarial fee of £18,000 (2022: £18,000). Calculus Capital Limited took on the expenses cap on 15 December 2015. In the year to 28 February 2023, Calculus Capital Limited did not contribute towards the expenses of the Company as the expense cap was not reached during the year. (2022: contributed £nil). 17. Transactions with the Manager John Glencross, a Director of the Company, is Chief Executive and a Director of Calculus Capital Limited, the Company’s Manager. He does not receive any remuneration from the Company. He is a Director of Maven Screen Media Limited, Brouhaha Limited, Riff Raff Entertainment Limited, Raindog Films Limited Home Team Content Limited and Wonderhood Studios Limited. In the year to 28 February 2023, Calculus Capital receives fees from certain portfolio companies. The aggregate amounts received by Calculus Capital Limited for any monitoring, provision of a Director and arrangement fees, as appropriate, from the investee companies in relation to the Company’s investment was as follows: 28 February 2023 £’000 28 February 2022 £’000 Net Fees paid by investee companies 837 708 Portfolio company sector Valuation technique Weighted average base case and range Change in input Change in fair value of investments Change in NAV (pence per share) Tech Revenue multiple 5x Revenue (4.9-5.0x) Multiple -/+ 10% (£136k) / £137k (0.26p) / 0.26p Healthcare DCF 21% Discount rate +/- 10% (£134k) / £149k (0.26p) / 0.28p Media Revenue/EBITDA multiples 11x revenue (10.7-11.8x) Multiple -/+ 10% (£515k) / £515k (0.98p) / 0.98p 16x EBITDA (15.9-16.3x) Total (£785k) / £801k (1.50p) / 1.53p 78 18. Net accumulative realised gains/(losses) on disposal of investments 28 February 2023 £’000 28 February 2022 £’000 Net accumulated realised gains at the beginning of the year 962,175 524,877 Net realised gains/(losses) incurred during the year (635,178) 437,298 Net accumulative realised gains at the end of the year 326,997 962,175 19. Post Balance Sheet Events In March 2023, the Company made a £499k loan note investment in WheelRight Limited. WheelRight designs and manufactures unique drive-over tyre pressure and tread depth measuring equipment. WheelRight has developed a drive-over sensor plate to measure the pressure of all of a vehicle’s tyres (as well as axle weight), together with a strobe-based camera array to measure each tyre’s tread depth and identify external defects. Following this, the Company proceeded to invest a further £63k and £28k in the form of ordinary shares in May and June 2023 respectively and £472k in convertible loan notes in June 2023. In March 2023, the Company also made a follow-on investment in Quai Administration Services Limited. Quai provides platform technology combined with back-office administration services for the high-volume personal savings industry. Quai’s platform allows it to administer many thousands of individual savings plans at a fraction of the cost incurred by established insurance companies and wealth managers. In March 2023 Quai raised £530k of new equity and £260k of additional capital through the issue of a convertible loan note. The Calculus VCT invested £250k in the convertible loan note as part of this offering. In the same month, the Company made a follow-on investment in Blu Wireless Technology Limited. Blu Wireless provides the technology to allow data to be transmitted wirelessly at very high, fibre-like speeds. Blu Wireless is currently focused on providing reliable fibre-like connectivity on high-speed transport, perimeter security and secure high-speed vehicle to vehicle applications for the defence and security industries. As mentioned above, since the year end the Company has made a further allotment of Ordinary shares. On 15 March, 3.9 million shares were allotted at an average price of 64.9 pence per share and on 5 April 2023, a further 2.8 million Ordinary shares were allotted at an average price of 64.7 pence per share. 79 Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the tenth ANNUAL GENERAL MEETING of Calculus VCT plc (the “Company”) will be held at 12.00 pm on 21st August 2023. Further details regarding how the meeting will be convened, and instructions for joining, will be made available on the Company’s website (https://www.calculuscapital.com/calculus-vct-plc-annual-general-meeting/) nearer the designated date for the meeting. The meeting is called to consider and, if thought fit, pass the following resolutions: Ordinary resolutions 1. To receive and adopt the Strategic Report, Directors’ Report and Auditors’ Report and the audited Accounts for the year ended 28 February 2023. 2. To receive and approve the Directors’ Remuneration Report for the year ended 28 February 2023. 3. To receive and approve the Directors’ Remuneration Policy. 4. To approve a final dividend of 2.95p per Ordinary share of 1p each. 5. To re-elect Mr John Glencross as a Director. 6. To re-elect Ms Janine Nicholls as a Director. 7. To re-elect Ms Jan Ward as a Director. 8. To re-elect Ms Claire Olsen as a Director. 9. To re-appoint BDO LLP as Auditor to the Company to hold office until the conclusion of the next annual general meeting of the Company. 10. To authorise the Directors to determine the remuneration of the Auditor. 11. 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 Company and to grant rights to subscribe for, or convert any security into, shares in the Company; in respect of the Ordinary shares of 1p each in the capital of the Company (“Ordinary shares”), with an aggregate nominal value of up to but not exceeding £200,000 pursuant to one or more public offers for subscription and where the proceeds may be used in whole or part to purchase shares in the capital of the Company, such authority to expire on the conclusion of the Annual General Meeting to be held in 2023 save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted and issued after such expiry and the Directors shall be entitled to allot shares pursuant to any such offer or agreement as if this authority had not expired. Special resolutions 12. THAT, in addition to all other existing authorities, the Directors be and are generally and unconditionally authorised in accordance with section 570 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 11 above as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall expire on the conclusion of the Annual General Meeting of the Company to be held in 2024. 13. THAT, in substitution for existing authorities, the Company be and hereby is empowered to make one or more market purchases within the meaning of section 693(4) of the Act of its own shares (either for cancellation or for the retention as treasury shares for future re-issue or transfer) provided that: a. the aggregate number of Ordinary shares which may be purchased shall not exceed 3,000,000, or, if lower, such number of Ordinary shares as shall equal 15 per cent of the issued Ordinary share capital; 80 b. the minimum price which may be paid per share is 1p, the nominal value thereof; the maximum price which may be paid per share is an amount equal to the higher of (a) 105 per cent of the average of the middle market quotation per share taken from the London Stock Exchange daily official list for the five business days immediately preceding the day on which such share is to be purchased; and (b) the amount stipulated by Article 5(1) of the Buy Back and Stabilisation Regulation 2003; c. the authority conferred by this resolution shall expire on the conclusion of the Annual General Meeting of the Company to be held in 2024, unless such authority is renewed prior to such time; and d. the Company may make a contract to purchase shares under the authority conferred by this resolution prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of such shares pursuant to such contract. 14. THAT the Company be and is hereby generally and unconditionally authorised to hold general meetings (other than Annual General Meetings) on 14 clear days’ notice. 15. THAT the share premium account and the capital redemption reserve each be cancelled. By order of the Board Calculus Capital Limited Company Secretary 30 June 2023 81 Notes 1. To be entitled to attend and vote at the meeting (and for the purposes 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 close of business on 17 August 2023 (or, in the event of any adjournment, close of business two days prior to the adjourned meeting). Changes to the Register of Members of the Company after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting. 2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak and vote on his or her behalf. A proxy need not also be a member but must attend the meeting to represent you. Details of how to appoint the Chairman of the meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them. 3. To appoint more than one proxy, you will need to complete a separate proxy form in relation to each appointment (you may photocopy the proxy form), stating clearly on each proxy form how many shares the proxy is appointed in relation to. A failure to specify the number of shares to which each proxy appointment relates or specifying an aggregate number of shares in excess of those held by the member will result in the proxy appointment being invalid. Please indicate if the proxy instruction is one of multiple instructions being given. All proxy forms must be signed and should be returned together in the same envelope. 4. A personalised form of proxy is enclosed with shareholders’ copies of this document. To be valid, it should be lodged with the Company’s registrars, The City Partnership (UK) Limited at the address printed on the proxy form so as to be received not later than 48 hours (excluding weekends and bank holidays) before the time appointed for the meeting or any adjourned meeting or, in the case of a poll taken subsequent to the date of the meeting or adjourned meeting, so as to be received no later than 24 hours before the time appointed for taking the poll. A member may return a proxy form in their own envelope with the address The City Partnership (UK) Limited, The Mending Rooms, Park Valley Mills, Meltham Road, Huddersfield, HD4 7BH. As an alternative to completing the hard-copy form of proxy, you can appoint a proxy electronically by emailing a scanned copy of the signed form of proxy to proxies@city.uk.com. For an electronic proxy appointment to be valid, your appointment must be received by The City Partnership (UK) Limited not later than 48 hours (excluding weekends and bank holidays) before the time appointed for the meeting or any adjourned meeting or, in the case of a poll taken subsequent to the date of the meeting or adjourned meeting, so as to be received no later than 24 hours before the time appointed for taking the poll. 5. Appointment of a proxy will not preclude a member from subsequently attending and voting at the meeting should the member subsequently decide to do so. A member can only appoint a proxy using the procedures set out in these notes and the notes to the proxy card. The termination of the authority of a person to act as a proxy must be notified to the Company in writing. Amended instructions must be received by the Company’s registrars by the deadline for receipt of proxies. 6. Ordinary shares carry equal voting rights and a member present in person or by proxy shall have one vote on a show of hands and on a poll shall have one vote for every share of which he/she is the holder. 7. A person authorised by a corporation is entitled to exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company. On a vote on a resolution on a show of hands, each authorised person has the same voting rights as the corporation would be entitled to. On a vote on a resolution on a poll, if more than one authorised person purports to exercise a power in respect of the same shares, if they purport to exercise the power in the same way, the power is treated as exercised; if they do not purport to exercise the power in the same way, the power is treated as not exercised. 8. Any person receiving a copy of this Notice as a person nominated by a member to enjoy information rights under section 146 of the Companies Act 2006 (a ‘‘Nominated Person’’) should note that the provisions in Notes 2 and 3 above concerning the appointment of a proxy or proxies to attend the meeting in place of a member, do not apply to a Nominated Person as only shareholders have the right to appoint a proxy. However, a Nominated Person may have a right under an agreement between the Nominated Person and the member by whom he or she was nominated to be appointed, or to have someone else appointed, as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right under such an agreement to give instructions to the member as to the exercise of voting rights at the meeting. 9. Nominated persons should also remember that their main point of contact in terms of their investment in the Company remains the member who nominated the Nominated Person to enjoy information rights (or, perhaps the custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact that member, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person’s personal details and interest in the Company (including any administrative matter). The only exception to this is where the Company expressly requests a response from a 82 Nominated Person. 10. As at the date of this notice, the Company’s issued share capital and total voting rights amounted to 52,296,457 Ordinary shares carrying one vote each. 11. Section 319A of the Companies Act 2006 requires the Directors to answer any question raised at the meeting which relates to the business of the meeting, although no answer need be given. 12. (a) if to do so would interfere unduly with the preparation of the meeting or involve disclosure of confidential information; (b) if the answer has already been given on the Company’s website; or (c) if it is undesirable in the best interests of the Company or the good order of the meeting. You may alternatively submit your question in advance by letter addressed to the Company Secretary at the registered office. 13. Members satisfying the thresholds in section 527 of the Companies Act 2006 can require the Company to publish a statement on its website setting out any matter relating to (a) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (b) any circumstances connected with an auditor of the Company ceasing to hold office since the last Annual General Meeting, that the members propose to raise at the meeting. The Company cannot require the members requesting the publication to pay its expenses. Any statement required to be placed on the website must also be sent to the Company’s auditors no later than the time it makes its statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required to publish on its website. 14. By attending the meeting, members and their proxies and representatives are understood by the Company to have agreed to receive any communications relating to the Company’s shares made at the meeting. 15. 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 meeting, notice of a resolution which those members intend to move (and which may properly be moved) at the meeting. A resolution may properly be moved at the meeting unless (i) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment or the Company’s constitution or otherwise); (ii) it is defamatory of any person; or (iii) it is frivolous or vexatious. 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 six weeks before the date of the meeting. 16. 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 meeting any matter (other than a proposed resolution) which may properly be included in the business at the meeting. A matter may properly be included in the business at the Annual General Meeting 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 six weeks before the date of the meeting. 17. The Annual Report incorporating this notice of meeting and, if applicable, any members’ statements, members’ resolutions or members’ matters of business received by the Company after the dates of this notice will be available on the website of Calculus Capital Limited, www. calculuscapital.com/calculus-vct. 18. None of the Directors has a contract of service with the Company. A copy of the letters of appointment of the Directors will be available for inspection at the registered office of the Company during usual business hours on any weekday (except weekends and public holidays) until the date of the meeting and at the place of the meeting for a period of fifteen minutes prior to and during the meeting. 83 Shareholder Information Payment of Dividends Cash dividends will be sent by cheque to the first-named shareholder on the share register at their registered address, together with a tax voucher. At shareholders’ request, dividends may instead be paid direct into the shareholder’s bank account through the Bankers’ Automated Clearing System (“BACS”). This may be arranged by contacting the Company’s Registrars on 01484 240 910 or by visiting the website at www.city.uk.com. Price and Performance Information The Company’s Ordinary shares are listed on the London Exchange and share prices can be found on their website, www.londonstockexchange.com. The Company’s net asset value is announced quarterly and can also be viewed on the London Stock Exchange website or the Calculus Capital Limited website, www.calculuscapital.com/calculus-vct. Share Register Enquiries The Company’s Registrars, The City Partnership (UK) Limited, maintain the share register. In the event of queries regarding your shareholding, please contact the Registrars on 01484 240 910 or by visiting the website at www.city.uk.com. General Data Protection Regulation Calculus VCT plc may collect personal information about shareholders in order to verify their identity, comply with legal, tax and regulatory reporting obligations and to manage their shareholdings including the payment of dividends. This information may be shared with third parties including the Company’s registrars, the Company’s professional advisers, the Company’s administrators and shareholders’ financial advisers. Full details of how shareholders’ data is collected, used and stored and details of shareholders’ rights in relation to their data is contained in the Company’s privacy policy which will be displayed on the Company’s website www.calculuscapital.com/calculus-vct/ 84 Glossary of Terms Accumulated shareholder value The sum of the current NAV and cumulative dividends paid to date. Alternative performance measure (APM) An alternative performance measure is a measure of a past or future financial position, performance or cash flows that is not prescribed by the relevant accounting standards. Annual yield This is used to show the real rate of return on the portfolio. The annual yield is calculated by dividing the final proposed dividend over the net asset value per share. C share fund The net assets of the Company attributable to the former C shares (including any income and/or revenue arising from or relating to such assets) prior to the merger of the share classes. D share fund The net assets of the Company attributable to the D shares (including any income and/or revenue arising from or relating to such assets) prior to the merger of the share classes. Final dividend proposed The dividend declared or proposed to be distributed among the shareholders of the Company during a financial year which will be paid in the next financial year IPEV Guidelines The International Private Equity and Venture Capital Valuation Guidelines published in December 2019, used for the valuation of unquoted investments. Net asset value or NAV per share Shareholders’ funds expressed as an amount per share. Shareholders’ funds are the total value of a company’s assets, at current market value, having deducted all prior charges at their par value (or at their market value). Old Ordinary share fund The net assets of the Company attributable to the old Ordinary shares (including any income and/or revenue arising from or relating to such assets) prior to the merger of the share classes. Ordinary share fund The net assets of the Company attributable to the new Ordinary shares (including any income and/or revenue arising from or relating to such assets). Portfolio income yield The amount of investment income generated by the portfolio during a certain period of time, expressed as a percentage. Portfolio income yield is calculated by dividing the total investment income during the period over the total cost of the portfolio. Qualifying Investments An unquoted (or AIM-traded) company which satisfies the requirements of Part 4, Chapter 6 of the Income Tax Act 2007 (as amended). 85 Share price discount The difference between the share price and the net asset value per share expressed as a percentage. Total return per share Total return per share is a non-GAAP Alternative Performance Measure (“APM”). It is taken from the Income Statement on page 58 and is calculated by taking the total profit or loss for the period and dividing by the weighted average number of shares. This has been selected to provide better understanding of the Company’s performance over the period on a per share basis. VCT value The value of an investment calculated in accordance with section 278 of the Income Tax Act 2007 (as amended). 86 Company Information Directors Jan Ward (Chairman) Janine Nicholls John Glencross Claire Olsen Registered Office 12 Conduit Street London W1S 2XH Telephone: 020 7493 4940 Company Number 07142153 Qualifying Investments Manager Calculus Capital Limited 12 Conduit Street London W1S 2XH Telephone: 020 7493 4940 Website: www.calculuscapital.com Fund Administrator Link Alternative Fund Administrators Limited Broadwalk House Southernhay West Exeter EX1 1TS Company Secretary Calculus Capital Limited 12 Conduit Street London W1S 2XH Auditor BDO LLP 55 Baker Street Marylebone London W1U 7EU Broker Singer Capital Markets 1 Bartholomew Ln London EC2N 2AX Sponsor Beaumont Cornish Limited 10th Floor, 30 Crown Pl, Hackney, London EC2M 2SJ Registrars The City Partnership (UK) Limited The Mending Rooms Park Valley Mills Meltham Road Huddersfield, HD4 7BH Telephone: 01484 240 910